Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2017 | Jun. 23, 2017 | |
Entity Registrant Name | CONSTELLATION BRANDS, INC. | |
Entity Central Index Key | 16,918 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Large Accelerated Filer | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 171,963,496 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 23,338,727 | |
Class 1 Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 7,720 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | May 31, 2017 | Feb. 28, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 199.1 | $ 177.4 |
Accounts receivable | 832 | 737 |
Inventories | 1,936.9 | 1,955.1 |
Prepaid expenses and other | 392.5 | 360.5 |
Total current assets | 3,360.5 | 3,230 |
Property, plant and equipment | 4,186.9 | 3,932.8 |
Goodwill | 7,972.3 | 7,920.5 |
Intangible assets | 3,289.7 | 3,377.7 |
Other assets | 150 | 141.4 |
Total assets | 18,959.4 | 18,602.4 |
Current liabilities: | ||
Notes payable to banks | 988.1 | 606.5 |
Current maturities of long-term debt | 146.2 | 910.9 |
Accounts payable | 558.8 | 559.8 |
Other accrued expenses and liabilities | 489.3 | 620.4 |
Total current liabilities | 2,182.4 | 2,697.6 |
Long-term debt, less current maturities | 8,077.2 | 7,720.7 |
Deferred income taxes | 1,135.5 | 1,133.6 |
Other liabilities | 166.5 | 165.7 |
Total liabilities | 11,561.6 | 11,717.6 |
Commitments and contingencies | ||
CBI stockholders’ equity: | ||
Additional paid-in capital | 2,759.8 | 2,755.8 |
Retained earnings | 7,612.3 | 7,310 |
Accumulated other comprehensive loss | (212.3) | (399.8) |
Total stockholders’ equity before treasury stock adjustments | 10,162.7 | 9,668.9 |
Less: Treasury stock – | (2,773) | (2,777.7) |
Total CBI stockholders’ equity | 7,389.7 | 6,891.2 |
Noncontrolling interests | 8.1 | (6.4) |
Total stockholders’ equity | 7,397.8 | 6,884.8 |
Total liabilities and stockholders’ equity | 18,959.4 | 18,602.4 |
Class A Common Stock [Member] | ||
CBI stockholders’ equity: | ||
Common stock, value | 2.6 | 2.6 |
Less: Treasury stock – | (2,770.8) | (2,775.5) |
Class B Convertible Common Stock [Member] | ||
CBI stockholders’ equity: | ||
Common stock, value | 0.3 | 0.3 |
Less: Treasury stock – | $ (2.2) | $ (2.2) |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | May 31, 2017 | Feb. 28, 2017 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 322,000,000 | 322,000,000 |
Common stock, shares issued | 258,010,515 | 257,506,184 |
Treasury stock, shares at cost | 86,082,806 | 86,262,971 |
Class B Convertible Common Stock [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 30,000,000 |
Common stock, shares issued | 28,344,527 | 28,358,527 |
Treasury stock, shares at cost | 5,005,800 | 5,005,800 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Sales | $ 2,115.3 | $ 2,053 |
Less – excise taxes | (179.8) | (181.2) |
Net sales | 1,935.5 | 1,871.8 |
Cost of product sold | (940.2) | (990.5) |
Gross profit | 995.3 | 881.3 |
Selling, general and administrative expenses | (427.2) | (328.6) |
Operating income | 568.1 | 552.7 |
Equity in earnings of equity method investees | 0.4 | 0.7 |
Interest expense | (82.4) | (84.6) |
Loss on write-off of debt issuance costs | (6.7) | 0 |
Income before income taxes | 479.4 | 468.8 |
Provision for income taxes | (74.1) | (149.7) |
Net income | 405.3 | 319.1 |
Net income attributable to noncontrolling interests | (2.5) | (0.8) |
Net income attributable to CBI | 402.8 | 318.3 |
Comprehensive income | 604.8 | 313.2 |
Comprehensive (income) loss attributable to noncontrolling interests | (14.5) | 1.1 |
Comprehensive income attributable to CBI | 590.3 | 314.3 |
Class A Common Stock [Member] | ||
Net income attributable to CBI | $ 358.6 | $ 284.2 |
Net income per common share attributable to CBI: | ||
Net income per common share attributable to CBI, basic | $ 2.09 | $ 1.61 |
Net income per common share attributable to CBI, diluted | $ 2 | $ 1.55 |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding, basic | 171,555 | 176,542 |
Weighted average common shares outstanding, diluted | 201,030 | 205,367 |
Cash dividends declared per common share: | ||
Cash dividends declared per common share | $ 0.52 | $ 0.40 |
Class B Convertible Common Stock [Member] | ||
Net income attributable to CBI | $ 44.2 | $ 34.1 |
Net income per common share attributable to CBI: | ||
Net income per common share attributable to CBI, basic | $ 1.90 | $ 1.46 |
Net income per common share attributable to CBI, diluted | $ 1.85 | $ 1.43 |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding, basic | 23,344 | 23,353 |
Weighted average common shares outstanding, diluted | 23,344 | 23,353 |
Cash dividends declared per common share: | ||
Cash dividends declared per common share | $ 0.47 | $ 0.36 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 405.3 | $ 319.1 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Impairment and amortization of intangible assets | 88.2 | 4.2 |
Depreciation | 70.1 | 55.8 |
Stock-based compensation | 15.1 | 16 |
Amortization and loss on write-off of debt issuance costs | 9.8 | 3.2 |
Deferred tax provision (benefit) | (8.5) | 56 |
Change in operating assets and liabilities, net of effects from purchase of business: | ||
Accounts receivable | (96.8) | (39) |
Inventories | 18.4 | (19) |
Prepaid expenses and other current assets | (36) | (31.6) |
Accounts payable | (13.6) | 55.9 |
Deferred revenue | 42.4 | 26.8 |
Other accrued expenses and liabilities | (130.7) | (69.4) |
Other | 17.9 | (32.1) |
Total adjustments | (23.7) | 26.8 |
Net cash provided by operating activities | 381.6 | 345.9 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (217.1) | (169.4) |
Payments related to sale of business | (5) | 0 |
Purchase of business | 0 | (284.9) |
Other investing activities | 0.8 | 0.4 |
Net cash used in investing activities | (221.3) | (453.9) |
Cash flows from financing activities: | ||
Principal payments of long-term debt | (1,913.4) | (94.2) |
Dividends paid | (100.5) | (79.3) |
Payments of minimum tax withholdings on stock-based payment awards | (22.3) | (45.5) |
Payments of debt issuance costs | (11.8) | (3.2) |
Proceeds from issuance of long-term debt | 1,508.5 | 709.5 |
Net proceeds from (repayments of) notes payable | 381.3 | (379.1) |
Proceeds from shares issued under equity compensation plans | 16.6 | 15.9 |
Excess tax benefits from stock-based payment awards | 0 | 68.8 |
Purchases of treasury stock | 0 | (1) |
Net cash provided by (used in) financing activities | (141.6) | 191.9 |
Effect of exchange rate changes on cash and cash equivalents | 3 | 0.3 |
Net increase in cash and cash equivalents | 21.7 | 84.2 |
Cash and cash equivalents, beginning of period | 177.4 | 83.1 |
Cash and cash equivalents, end of period | 199.1 | 167.3 |
Supplemental disclosures of noncash investing and financing activities: | ||
Additions to property, plant and equipment | $ 174 | $ 88 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION: Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to Constellation Brands, Inc. and its subsidiaries. We have prepared the consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reporting on Form 10-Q and reflect, in our opinion, all adjustments necessary to present fairly our financial information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted as permitted by such rules and regulations. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2017 (the “2017 Annual Report”). Results of operations for interim periods are not necessarily indicative of annual results. For the three months ended May 31, 2016, we reclassified $9.5 million on the Consolidated Statements of Cash Flows from proceeds from noncontrolling interests to proceeds from issuance of long-term debt in connection with an immaterial adjustment recorded during the three months ended August 31, 2016, for the conversion of noncontrolling equity interest to long-term debt related to a prior period. |
Recently Adopted Accounting Gui
Recently Adopted Accounting Guidance | 3 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
RECENTLY ADOPTED ACCOUNTING GUIDANCE | RECENTLY ADOPTED ACCOUNTING GUIDANCE: Stock-based employee compensation – Effective March 1, 2017, we adopted the FASB amended guidance for, among other items, the accounting for income taxes related to share-based compensation and the related classification in the statement of cash flows. This guidance requires the recognition of excess tax benefits and deficiencies (resulting from an increase or decrease in the fair value of an award from grant date to the vesting or settlement date) in the provision for income taxes as a discrete item in the quarterly period in which they occur. Through February 28, 2017, these amounts were recognized in additional paid-in capital at the time of vesting or settlement. In addition, these amounts are classified as an operating activity in the statement of cash flows instead of as a financing activity where they were previously presented. We adopted this guidance on a prospective basis and, accordingly, prior periods have not been adjusted. Adoption of this guidance resulted in the recognition of excess tax benefits in our provision for income taxes rather than additional paid-in capital of $32.5 million for the three months ended May 31, 2017 . The adoption of this amended guidance also impacted our calculation of diluted earnings per share under the treasury stock method, as excess tax benefits and deficiencies resulting from share-based compensation are no longer included in the assumed proceeds calculation. This change resulted in a decrease in diluted earnings per share of $0.02 for the three months ended May 31, 2017 . We have elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. The remaining provisions of this amended guidance did not have a material impact on our consolidated financial statements. |
Inventories
Inventories | 3 Months Ended |
May 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES: Inventories are stated at the lower of cost (primarily computed in accordance with the first-in, first-out method) or net realizable value. Elements of cost include materials, labor and overhead and consist of the following: May 31, February 28, (in millions ) Raw materials and supplies $ 169.5 $ 149.7 In-process inventories 1,189.8 1,260.1 Finished case goods 577.6 545.3 $ 1,936.9 $ 1,955.1 |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
May 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS: Overview – Our risk management and derivative accounting policies are presented in Notes 1 and 6 of our consolidated financial statements included in our 2017 Annual Report and have not changed significantly for the three months ended May 31, 2017 . The aggregate notional value of outstanding derivative instruments is as follows: May 31, February 28, (in millions ) Derivative instruments designated as hedging instruments Foreign currency contracts $ 998.7 $ 981.7 Interest rate swap contracts $ 250.0 $ 250.0 Derivative instruments not designated as hedging instruments Foreign currency contracts $ 288.5 $ 389.9 Commodity derivative contracts $ 165.8 $ 153.2 Credit risk – We are exposed to credit-related losses if the counterparties to our derivative contracts default. This credit risk is limited to the fair value of the derivative contracts. To manage this risk, we contract only with major financial institutions that have earned investment-grade credit ratings and with whom we have standard International Swaps and Derivatives Association agreements which allow for net settlement of the derivative contracts. We have also established counterparty credit guidelines that are regularly monitored. Because of these safeguards, we believe the risk of loss from counterparty default to be immaterial. In addition, our derivative instruments are not subject to credit rating contingencies or collateral requirements. As of May 31, 2017 , the estimated fair value of derivative instruments in a net liability position due to counterparties was $16.2 million . If we were required to settle the net liability position under these derivative instruments on May 31, 2017 , we would have had sufficient available liquidity on hand to satisfy this obligation. Results of period derivative activity – The estimated fair value and location of our derivative instruments on our balance sheets are as follows (see Note 5 ): Assets Liabilities May 31, February 28, May 31, February 28, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 15.4 $ 5.2 Other accrued expenses and liabilities $ 11.7 $ 30.4 Other assets $ 14.2 $ 6.0 Other liabilities $ 15.7 $ 37.4 Interest rate swap contracts: Prepaid expenses and other $ 0.5 $ 0.3 Other accrued expenses and liabilities $ 0.1 $ 0.3 Other assets $ 3.3 $ 4.4 Derivative instruments not designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 1.7 $ 2.0 Other accrued expenses and liabilities $ 1.0 $ 2.6 Commodity derivative contracts: Prepaid expenses and other $ 3.3 $ 4.3 Other accrued expenses and liabilities $ 6.0 $ 6.9 Other assets $ 1.2 $ 1.5 Other liabilities $ 5.3 $ 4.7 The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as Other Comprehensive Income (“OCI”), net of income tax effect, is as follows: Derivative Instruments in Designated Cash Flow Hedging Relationships Net Gain (Loss) Recognized in OCI (Effective portion) Location of Net Gain (Loss) Reclassified from AOCI to Income (Effective portion) Net Gain (Loss) Reclassified from AOCI to Income (Effective portion) (in millions) For the Three Months Ended May 31, 2017 Foreign currency contracts $ 38.6 Sales $ 0.3 Cost of product sold (2.7 ) Interest rate swap contracts (2.0 ) Interest expense (0.1 ) $ 36.6 $ (2.5 ) For the Three Months Ended May 31, 2016 Foreign currency contracts $ (2.3 ) Sales $ 0.1 Cost of product sold (5.0 ) Interest rate swap contracts 0.9 Interest expense (1.9 ) $ (1.4 ) $ (6.8 ) We expect $3.2 million of net gains, net of income tax effect, to be reclassified from accumulated other comprehensive income (loss) (“AOCI”) to our results of operations within the next 12 months. The effect of our undesignated derivative instruments on our results of operations is as follows: Derivative Instruments Not Designated as Hedging Instruments Location of Net Gain (Loss) Recognized in Income Net Gain (Loss) Recognized in Income (in millions) For the Three Months Ended May 31, 2017 Commodity derivative contracts Cost of product sold $ (3.1 ) Foreign currency contracts Selling, general and administrative expenses 4.7 $ 1.6 For the Three Months Ended May 31, 2016 Commodity derivative contracts Cost of product sold $ 13.1 Foreign currency contracts Selling, general and administrative expenses (10.5 ) $ 2.6 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
May 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS: Authoritative guidance establishes a framework for measuring fair value and requires disclosures about fair value measurements for financial instruments. This guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. It establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy includes three levels: • Level 1 inputs are quoted prices in active markets for identical assets or liabilities; • Level 2 inputs include data points that are observable such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) such as interest rates and yield curves that are observable for the asset and liability, either directly or indirectly; and • Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Fair value methodology and assumptions – The methods and assumptions we use to estimate the fair value for each class of our financial instruments are presented in Notes 1 and 7 of our consolidated financial statements included in our 2017 Annual Report and have not changed significantly for the three months ended May 31, 2017 . The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and notes payable to banks, approximate fair value as of May 31, 2017 , and February 28, 2017 , due to the relatively short maturity of these instruments. As of May 31, 2017 , the carrying amount of long-term debt, including the current portion, was $8,223.4 million , compared with an estimated fair value of $8,534.5 million . As of February 28, 2017 , the carrying amount of long-term debt, including the current portion, was $8,631.6 million , compared with an estimated fair value of $8,845.5 million . Recurring basis measurements – The following table presents our financial assets and liabilities measured at estimated fair value on a recurring basis: Fair Value Measurements Using Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (in millions) May 31, 2017 Assets: Foreign currency contracts $ — $ 31.3 $ — $ 31.3 Commodity derivative contracts $ — $ 4.5 $ — $ 4.5 Interest rate swap contracts $ — $ 3.8 $ — $ 3.8 Available-for-sale (“AFS”) debt securities $ — $ — $ 9.2 $ 9.2 Liabilities: Foreign currency contracts $ — $ 28.4 $ — $ 28.4 Commodity derivative contracts $ — $ 11.3 $ — $ 11.3 Interest rate swap contracts $ — $ 0.1 $ — $ 0.1 February 28, 2017 Assets: Foreign currency contracts $ — $ 13.2 $ — $ 13.2 Commodity derivative contracts $ — $ 5.8 $ — $ 5.8 Interest rate swap contracts $ — $ 4.7 $ — $ 4.7 AFS debt securities $ — $ — $ 9.5 $ 9.5 Liabilities: Foreign currency contracts $ — $ 70.4 $ — $ 70.4 Commodity derivative contracts $ — $ 11.6 $ — $ 11.6 Interest rate swap contracts $ — $ 0.3 $ — $ 0.3 Nonrecurring basis measurements – The following table presents our assets and liabilities measured at estimated fair value on a nonrecurring basis for which an impairment assessment was performed for the period presented: Fair Value Measurements Using Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Losses (in millions) For the Three Months Ended May 31, 2017 Trademarks $ — $ — $ 136.0 $ 86.8 Trademarks: For the first quarter of fiscal 2018, we identified certain negative trends within our Beer segment’s Ballast Point craft beer portfolio which, when combined with the recent negative craft beer industry trends, including slower growth rates and increased competition, indicated that it was more likely than not that the fair value of our indefinite lived intangible asset associated with the craft beer trademarks might be below its carrying value. These negative trends were the result of (i) a disruption in our distribution network transition plan, (ii) an unexpected decrease in sales from product innovations and (iii) a significant shift in market conditions for our craft beer portfolio, all of which resulted in a decline in net sales and depletion trends, which represent distributor shipments of our branded products to retail customers, for the first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017, following consecutive quarters of significant net sales and depletion volume growth for our craft beer portfolio. Additionally, net sales for the first quarter of fiscal 2018 were below our forecasted net sales for the first quarter of fiscal 2018. Accordingly, we performed a quantitative assessment for impairment of the craft beer trademark asset. As a result of this assessment, the craft beer trademark asset with a carrying value of $222.8 million was written down to its estimated fair value of $136.0 million , resulting in an impairment of $86.8 million . This impairment is included in selling, general and administrative expenses. We measured the amount of impairment by calculating the amount by which the carrying value of the trademark asset exceeded its estimated fair value. The estimated fair value was determined based on an income approach using the relief from royalty method, which assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the trademark asset. The cash flow projections we use to estimate the fair values of our trademarks involve several assumptions, including (i) projected revenue growth rates, (ii) estimated royalty rates, (iii) after-tax royalty savings expected from ownership of the trademarks and (iv) discount rates used to derive the estimated fair value of the trademarks. |
Goodwill
Goodwill | 3 Months Ended |
May 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL: The changes in the carrying amount of goodwill are as follows: Beer Wine and Spirits Consolidated (in millions) Balance, February 29, 2016 $ 4,530.1 $ 2,608.5 $ 7,138.6 Purchase accounting allocations (1) 510.8 373.7 884.5 Canadian Divestiture (2) — (126.1 ) (126.1 ) Foreign currency translation adjustments 12.1 11.4 23.5 Balance, February 28, 2017 5,053.0 2,867.5 7,920.5 Purchase accounting allocations (3) 7.8 (0.2 ) 7.6 Foreign currency translation adjustments 45.6 (1.4 ) 44.2 Balance, May 31, 2017 $ 5,106.4 $ 2,865.9 $ 7,972.3 (1) Preliminary purchase accounting allocations associated with the acquisitions of the Obregon Brewery (Beer), and High West and Charles Smith (Wine and Spirits), and purchase accounting allocations primarily associated with the acquisition of Prisoner (Wine and Spirits). See defined acquisition terms below. (2) Includes accumulated impairment losses of C$289.1 million , or $216.8 million . (3) Preliminary purchase accounting allocations associated primarily with the acquisition of the Obregon Brewery. Acquisitions – Obregon Brewery: In December 2016, we acquired a brewery operation business in Obregon, Sonora, Mexico from Grupo Modelo, S. de R.L. de C.V., formerly known as Grupo Modelo, S.A.B. de C.V., (“Modelo”), a subsidiary of Anheuser-Busch InBev SA/NV for cash paid of $568.7 million , net of cash acquired, subject to estimated working capital adjustments due to seller of $1.0 million (the “Obregon Brewery”). The transaction primarily included the acquisition of operations; goodwill; property, plant and equipment; and inventories. The purchase accounting has not yet been finalized due primarily to an incomplete valuation of property, plant and equipment. Further changes to the preliminary purchase price allocation will be recognized as valuations are finalized. This acquisition provided us with immediate functioning brewery capacity to support our fast-growing, high-end Mexican beer portfolio and flexibility for future innovation initiatives. It also enabled us to become fully independent from an interim supply agreement with Modelo, which was terminated at the time of this acquisition. The results of operations of the Obregon Brewery are reported in the Beer segment and have been included in our consolidated results of operations from the date of acquisition. High West: In October 2016, we acquired all of the issued and outstanding common and preferred membership interests of High West Holdings, LLC for $136.6 million , net of cash acquired (“High West”). This transaction primarily included the acquisition of operations, goodwill, trademarks, inventories and property, plant and equipment. This acquisition included a portfolio of craft whiskeys and other select spirits. The results of operations of High West are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition. Charles Smith: In October 2016, we acquired the Charles Smith Wines, LLC business, a collection of five super and ultra-premium wine brands, for $120.8 million (“Charles Smith”). This transaction primarily included the acquisition of goodwill, trademarks, inventories and certain grape supply contracts, plus an earn-out over three years based on the performance of the brands. The results of operations of Charles Smith are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition. Prisoner: In April 2016, we acquired The Prisoner Wine Company business, including a portfolio of five super-luxury wine brands, for $284.9 million (“Prisoner”). This transaction primarily included the acquisition of goodwill, inventories, trademarks and certain grape supply contracts. The results of operations of Prisoner are reported in the Wine and Spirits segment and have been included in our results of operations from the date of acquisition. Divestiture – Canadian Divestiture: In December 2016, we sold the Wine and Spirits’ Canadian wine business, which included Canadian wine brands such as Jackson-Triggs and Inniskillin, wineries, vineyards, offices, facilities and Wine Rack retail stores, at a transaction value of C$1.03 billion , or $775.1 million , (the “Canadian Divestiture”). We received cash proceeds of $570.3 million , net of outstanding debt and direct costs to sell of $194.9 million and $9.9 million , respectively. The following table summarizes the net gain recognized in connection with this divestiture: (in millions) Cash received from buyer $ 580.2 Net assets sold (175.3 ) AOCI reclassification adjustments, primarily foreign currency translation (122.5 ) Direct costs to sell (9.9 ) Other (10.1 ) Gain on sale of business $ 262.4 Additionally, our Wine and Spirits’ U.S. business recognized an impairment of $8.4 million in the fourth quarter of fiscal 2017 for trademarks associated with certain U.S. brands sold exclusively through the Canadian wine business for which we expect future sales of these brands to be minimal subsequent to the Canadian Divestiture. We have also recognized $15.2 million of other costs associated with the Canadian Divestiture, with $12.0 million recognized for the year ended February 28, 2017, primarily in connection with the evaluation of the merits of executing an initial public offering for a portion of our then-owned Canadian wine business, and $3.2 million recognized for the three months ended May 31, 2017, in connection with the sale of the Canadian wine business. These amounts are included in selling, general and administrative expenses. In total, we have recognized $238.8 million of net gains associated with the Canadian Divestiture, with $242.0 million of net gains recognized for the year ended February 28, 2017, and $3.2 million of net losses recognized for the three months ended May 31, 2017, as follows: (in millions) Gain on sale of business $ 262.4 Impairment of trademarks (8.4 ) Other net costs (15.2 ) Net gain associated with the Canadian Divestiture and related activities $ 238.8 |
Intangible Assets
Intangible Assets | 3 Months Ended |
May 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS: The major components of intangible assets are as follows: May 31, 2017 February 28, 2017 Gross Carrying Amount Net Carrying Amount Gross Carrying Amount Net Carrying Amount (in millions) Amortizable intangible assets Customer relationships $ 89.1 $ 47.3 $ 89.1 $ 48.6 Other 19.9 1.6 19.9 1.7 Total $ 109.0 48.9 $ 109.0 50.3 Nonamortizable intangible assets Trademarks 3,240.8 3,327.4 Total intangible assets $ 3,289.7 $ 3,377.7 We did not incur costs to renew or extend the term of acquired intangible assets for the three months ended May 31, 2017 , and May 31, 2016 . Net carrying amount represents the gross carrying value net of accumulated amortization. Amortization expense for intangible assets was $1.4 million and $4.2 million for the three months ended May 31, 2017 , and May 31, 2016 , respectively. Estimated amortization expense for the remaining nine months of fiscal 2018 and for each of the five succeeding fiscal years and thereafter is as follows: (in millions) 2018 $ 4.3 2019 $ 5.7 2020 $ 5.5 2021 $ 5.2 2022 $ 4.9 2023 $ 3.2 Thereafter $ 20.1 |
Borrowings
Borrowings | 3 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
BORROWINGS | BORROWINGS: Borrowings consist of the following: May 31, 2017 February 28, Current Long-term Total Total (in millions) Notes payable to banks Senior Credit Facility – Revolving Credit Loans $ 505.0 $ — $ 505.0 $ 231.0 Other 483.1 — 483.1 375.5 $ 988.1 $ — $ 988.1 $ 606.5 Long-term debt Senior Credit Facility – Term Loans $ 129.0 $ 2,458.1 $ 2,587.1 $ 3,787.5 Senior Notes — 5,401.2 5,401.2 4,617.0 Other 17.2 217.9 235.1 227.1 $ 146.2 $ 8,077.2 $ 8,223.4 $ 8,631.6 Senior credit facility – The Company, CIH International S.à r.l., a wholly-owned indirect subsidiary of ours (“CIH”), CIH Holdings S.à r.l., a wholly-owned indirect subsidiary of ours (“CIHH”), CB International Finance S.à r.l., a wholly-owned indirect subsidiary of ours (“CB International” and together with CIH and CIHH, the “European Borrowers”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), and certain other lenders are parties to a credit agreement, as amended and restated (the “2016 Credit Agreement”). In May 2017, we repaid the outstanding obligations under the U.S. Term A loan facility under the 2016 Credit Agreement primarily with a portion of the proceeds from the May 2017 Senior Notes (as defined below) and revolver borrowings under the 2016 Credit Agreement. Accordingly, as of May 31, 2017 , information with respect to borrowings under the 2016 Credit Agreement is as follows: Revolving Credit Facility U.S. Term A-1 Facility (1) European Term A Facility (1) European Term A-1 Facility (1) European Term A-2 Facility (1) (in millions) Outstanding borrowings $ 505.0 $ 237.4 $ 1,299.4 $ 662.4 $ 387.9 Interest rate 2.5 % 2.7 % 2.5 % 2.5 % 2.5 % LIBOR margin 1.5 % 1.75 % 1.5 % 1.5 % 1.5 % Outstanding letters of credit $ 17.5 Remaining borrowing capacity $ 627.5 (1) Outstanding term loan facility borrowings are net of unamortized debt issuance costs. As of May 31, 2017 , the required principal repayments of the term loans under the 2016 Credit Agreement (excluding unamortized debt issuance costs of $10.6 million ) for the remaining nine months of fiscal 2018 and for each of the remaining succeeding fiscal years are as follows: U.S. Term A-1 Facility European Term A Facility European Term A-1 Facility European Term A-2 Facility Total (in millions) 2018 $ 1.8 $ 53.7 $ 26.2 $ 15.0 $ 96.7 2019 2.4 71.5 35.0 20.0 128.9 2020 2.4 71.5 35.0 20.0 128.9 2021 2.4 1,108.3 35.0 20.0 1,165.7 2022 228.7 — 533.8 315.0 1,077.5 $ 237.7 $ 1,305.0 $ 665.0 $ 390.0 $ 2,597.7 Interest rate swap contracts – We have entered into interest rate swap agreements, which are designated as cash flow hedges for $250.0 million of our floating LIBOR rate debt. As a result of these hedges, we have fixed our interest rates on $250.0 million of our floating LIBOR rate debt at an average rate of 1.1% (exclusive of borrowing margins) from September 1, 2016, through July 1, 2020. Senior notes – In May 2017, we issued $1,500.0 million aggregate principal amount of Senior Notes (the “May 2017 Senior Notes”). Proceeds from this offering, net of discount and debt issuance costs, were $1,483.8 million . The May 2017 Senior Notes consist of: Date of Maturity Interest Payments Principal (in millions) 2.70% Senior Notes (1) (2) May 2022 May/Nov $ 500.0 3.50% Senior Notes (1) (3) May 2027 May/Nov $ 500.0 4.50% Senior Notes (1) (4) May 2047 May/Nov $ 500.0 (1) Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness. Guaranteed by certain of our U.S. subsidiaries on a senior unsecured basis. (2) Redeemable, in whole or in part, at our option at any time prior to April 9, 2022, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 15 basis points. On or after April 9, 2022, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest. (3) Redeemable, in whole or in part, at our option at any time prior to February 9, 2027, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 20 basis points. On or after February 9, 2027, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest. (4) Redeemable, in whole or in part, at our option at any time prior to November 9, 2046, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 25 basis points. On or after November 9, 2046, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest. In January 2008, we issued $700.0 million aggregate principal amount of 7.25% Senior Notes due May 2017 (the “January 2008 Senior Notes”) in exchange for notes originally issued in May 2007. In May 2017, we repaid the January 2008 Senior Notes with a portion of the proceeds from the May 2017 Senior Notes. Accounts receivable securitization facilities: On September 27, 2016, we amended our prior trade accounts receivable securitization facility (as amended, the “CBI Facility”) for an additional 364 -day term. Under the CBI Facility, trade accounts receivable generated by us and certain of our subsidiaries are sold by us to a wholly-owned bankruptcy remote single purpose subsidiary, the CBI SPV, which is consolidated by us for financial reporting purposes. The CBI Facility provides borrowing capacity of $235.0 million up to $340.0 million structured to account for the seasonality of our business, subject to further limitations based upon various pre-agreed formulas. Also, on September 27, 2016, Crown Imports amended its prior trade accounts receivable securitization facility (as amended, the “Crown Facility”) for an additional 364 -day term. Under the Crown Facility, trade accounts receivable generated by Crown Imports are sold by Crown Imports to its wholly-owned bankruptcy remote single purpose subsidiary, the Crown SPV, which is consolidated by us for financial reporting purposes. The Crown Facility provides borrowing capacity of $120.0 million up to $210.0 million structured to account for the seasonality of Crown Imports’ business. As of May 31, 2017 , our accounts receivable securitization facilities are as follows: Outstanding Borrowings Weighted Average Interest Rate Remaining Borrowing Capacity (in millions) CBI Facility $ 198.2 1.9 % $ 101.8 Crown Facility $ 206.0 1.9 % $ 4.0 |
Income Taxes
Income Taxes | 3 Months Ended |
May 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES: Our effective tax rate for the three months ended May 31, 2017 , and May 31, 2016 , was 15.5% and 31.9% , respectively. For the three months ended May 31, 2017 , our effective tax rate was lower than the federal statutory rate of 35% primarily due to (i) lower effective tax rates applicable to our foreign businesses, including our assertion regarding indefinitely reinvesting earnings of certain foreign subsidiaries, which was asserted in the third quarter of fiscal 2017, and (ii) the recognition of the income tax effect of stock-based compensation awards in the income statement when the awards vest or are settled in connection with our March 1, 2017, adoption of the FASB’s amended share-based compensation guidance. For the three months ended May 31, 2016 , our effective tax rate was lower than the federal statutory rate primarily due to lower effective tax rates applicable to our foreign businesses. |
Net Income Per Common Share Att
Net Income Per Common Share Attributable to CBI | 3 Months Ended |
May 31, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO CBI | NET INCOME PER COMMON SHARE ATTRIBUTABLE TO CBI: For the three months ended May 31, 2017 , and May 31, 2016 , net income per common share – diluted for Class A Common Stock has been computed using the if-converted method and assumes the exercise of stock options using the treasury stock method and the conversion of Class B Convertible Common Stock as this method is more dilutive than the two-class method. For the three months ended May 31, 2017 , and May 31, 2016 , net income per common share – diluted for Class B Convertible Common Stock has been computed using the two-class method and does not assume conversion of Class B Convertible Common Stock into shares of Class A Common Stock. The computation of basic and diluted net income per common share is as follows: For the Three Months Ended May 31, 2017 May 31, 2016 Common Stock Common Stock Class A Class B Class A Class B (in millions, except per share data) Net income attributable to CBI allocated – basic $ 358.6 $ 44.2 $ 284.2 $ 34.1 Conversion of Class B common shares into Class A common shares 44.2 — 34.1 — Effect of stock-based awards on allocated net income — (1.0 ) — (0.7 ) Net income attributable to CBI allocated – diluted $ 402.8 $ 43.2 $ 318.3 $ 33.4 Weighted average common shares outstanding – basic 171.555 23.344 176.542 23.353 Conversion of Class B common shares into Class A common shares 23.344 — 23.353 — Stock-based awards, primarily stock options 6.131 — 5.472 — Weighted average common shares outstanding – diluted 201.030 23.344 205.367 23.353 Net income per common share attributable to CBI – basic $ 2.09 $ 1.90 $ 1.61 $ 1.46 Net income per common share attributable to CBI – diluted $ 2.00 $ 1.85 $ 1.55 $ 1.43 |
Comprehensive Income Attributab
Comprehensive Income Attributable to CBI | 3 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO CBI | COMPREHENSIVE INCOME ATTRIBUTABLE TO CBI: Comprehensive income consists of net income, foreign currency translation adjustments, net unrealized gains (losses) on derivative instruments, net unrealized gains (losses) on AFS debt securities and pension/postretirement adjustments. The reconciliation of net income attributable to CBI to comprehensive income attributable to CBI is as follows: Before Tax Amount Tax (Expense) Benefit Net of Tax Amount (in millions) For the Three Months Ended May 31, 2017 Net income attributable to CBI $ 402.8 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gains $ 148.7 $ (0.2 ) 148.5 Reclassification adjustments — — — Net gain recognized in other comprehensive income 148.7 (0.2 ) 148.5 Unrealized gain on cash flow hedges: Net derivative gains 51.9 (15.3 ) 36.6 Reclassification adjustments 3.8 (1.2 ) 2.6 Net gain recognized in other comprehensive income 55.7 (16.5 ) 39.2 Unrealized loss on AFS debt securities: Net AFS debt securities losses (0.3 ) — (0.3 ) Reclassification adjustments — — — Net loss recognized in other comprehensive income (0.3 ) — (0.3 ) Pension/postretirement adjustments: Net actuarial gains — — — Reclassification adjustments 0.1 — 0.1 Net gain recognized in other comprehensive income 0.1 — 0.1 Other comprehensive income attributable to CBI $ 204.2 $ (16.7 ) 187.5 Comprehensive income attributable to CBI $ 590.3 Before Tax Amount Tax (Expense) Benefit Net of Tax Amount (in millions) For the Three Months Ended May 31, 2016 Net income attributable to CBI $ 318.3 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net losses $ (7.4 ) $ (1.8 ) (9.2 ) Reclassification adjustments — — — Net loss recognized in other comprehensive loss (7.4 ) (1.8 ) (9.2 ) Unrealized loss on cash flow hedges: Net derivative losses (3.2 ) 1.8 (1.4 ) Reclassification adjustments 10.1 (3.4 ) 6.7 Net gain recognized in other comprehensive loss 6.9 (1.6 ) 5.3 Unrealized gain on AFS debt securities: Net AFS debt securities gains 0.1 — 0.1 Reclassification adjustments — — — Net gain recognized in other comprehensive loss 0.1 — 0.1 Pension/postretirement adjustments: Net actuarial losses (0.6 ) 0.2 (0.4 ) Reclassification adjustments 0.2 — 0.2 Net loss recognized in other comprehensive loss (0.4 ) 0.2 (0.2 ) Other comprehensive loss attributable to CBI $ (0.8 ) $ (3.2 ) (4.0 ) Comprehensive income attributable to CBI $ 314.3 Accumulated other comprehensive income (loss), net of income tax effect, includes the following components: Foreign Currency Translation Adjustments Net Unrealized Gains (Losses) on Derivative Instruments Net Unrealized Losses on AFS Debt Securities Pension/ Postretirement Adjustments Accumulated Other Comprehensive Income (Loss) (in millions) Balance, February 28, 2017 $ (358.0 ) $ (38.0 ) $ (2.3 ) $ (1.5 ) $ (399.8 ) Other comprehensive income (loss): Other comprehensive income (loss) before reclassification adjustments 148.5 36.6 (0.3 ) — 184.8 Amounts reclassified from accumulated other comprehensive income (loss) — 2.6 — 0.1 2.7 Other comprehensive income (loss) 148.5 39.2 (0.3 ) 0.1 187.5 Balance, May 31, 2017 $ (209.5 ) $ 1.2 $ (2.6 ) $ (1.4 ) $ (212.3 ) |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
May 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
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 |
Business Segment Information
Business Segment Information | 3 Months Ended |
May 31, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATION: Our internal management financial reporting consists of two business divisions: (i) Beer and (ii) Wine and Spirits, and we report our operating results in three segments: (i) Beer, (ii) Wine and Spirits, and (iii) Corporate Operations and Other. In the Beer segment, our portfolio consists of high-end imported and craft beer brands. We have an exclusive perpetual brand license to import, market and sell in the U.S. our Mexican beer portfolio. In the Wine and Spirits segment, we sell a large number of wine brands across all categories – table wine, sparkling wine and dessert wine – and across all price points – popular, premium and luxury categories, primarily within the $5 to $25 price range at U.S. retail – complemented by certain premium spirits brands. Amounts included in the Corporate Operations and Other segment consist of costs of executive management, corporate development, corporate finance, human resources, internal audit, investor relations, legal, public relations and information technology. The amounts included in the Corporate Operations and Other segment are general costs that are applicable to the consolidated group and are therefore not allocated to the other reportable segments. All costs reported within the Corporate Operations and Other segment are not included in our chief operating decision maker’s evaluation of the operating income performance of the other reportable segments. The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management and the structure of our internal financial reporting. In addition, management excludes items that affect comparability (“Comparable Adjustments”) from its evaluation of the results of each operating segment as these Comparable Adjustments are not reflective of core operations of the segments. Segment operating performance and segment management compensation are evaluated based upon core segment operating income (loss). As such, the performance measures for incentive compensation purposes for segment management do not include the impact of these Comparable Adjustments. We evaluate segment operating performance based on operating income (loss) of the respective business units. Comparable Adjustments that impacted comparability in our segment operating income (loss) for each period are as follows: For the Three Months Ended May 31, 2017 2016 (in millions) Cost of product sold Flow through of inventory step-up $ (7.0 ) $ (8.1 ) Net gain (loss) on undesignated commodity derivative contracts (3.1 ) 13.1 Settlements of undesignated commodity derivative contracts 2.4 8.3 Amortization of favorable interim supply agreement — (2.2 ) Total cost of product sold (7.7 ) 11.1 Selling, general and administrative expenses Impairment of intangible assets (86.8 ) — Costs associated with the Canadian Divestiture and related activities (3.2 ) (3.7 ) Transaction, integration and other acquisition-related costs (1.6 ) (2.3 ) Other losses (1.4 ) (1.1 ) Total selling, general and administrative expenses (93.0 ) (7.1 ) Comparable Adjustments, Operating income (loss) $ (100.7 ) $ 4.0 The accounting policies of the segments are the same as those described for the Company in Note 1 of our consolidated financial statements included in our 2017 Annual Report. Segment information is as follows: For the Three Months Ended May 31, 2017 2016 (in millions) Beer Net sales $ 1,242.3 $ 1,151.0 Segment operating income $ 500.6 $ 409.3 Long-lived tangible assets $ 3,081.1 $ 2,362.3 Total assets $ 11,679.1 $ 10,276.3 Capital expenditures $ 191.2 $ 145.0 Depreciation and amortization $ 39.8 $ 25.9 For the Three Months Ended May 31, 2017 2016 (in millions) Wine and Spirits Net sales: Wine $ 605.0 $ 643.1 Spirits 88.2 77.7 Net sales $ 693.2 $ 720.8 Segment operating income $ 205.6 $ 168.0 Equity in earnings of equity method investees $ 0.2 $ 0.8 Long-lived tangible assets $ 982.2 $ 1,035.3 Investments in equity method investees $ 77.3 $ 76.5 Total assets $ 6,888.3 $ 6,984.8 Capital expenditures $ 21.6 $ 12.5 Depreciation and amortization $ 22.6 $ 24.9 Corporate Operations and Other Segment operating loss $ (37.4 ) $ (28.6 ) Equity in earnings (losses) of equity method investees $ 0.2 $ (0.1 ) Long-lived tangible assets $ 123.6 $ 109.6 Investments in equity method investees $ 21.3 $ 5.9 Total assets $ 392.0 $ 368.9 Capital expenditures $ 4.3 $ 11.9 Depreciation and amortization $ 9.1 $ 7.0 Comparable Adjustments Operating income (loss) $ (100.7 ) $ 4.0 Depreciation and amortization $ — $ 2.2 Consolidated Net sales $ 1,935.5 $ 1,871.8 Operating income $ 568.1 $ 552.7 Equity in earnings of equity method investees $ 0.4 $ 0.7 Long-lived tangible assets $ 4,186.9 $ 3,507.2 Investments in equity method investees $ 98.6 $ 82.4 Total assets $ 18,959.4 $ 17,630.0 Capital expenditures $ 217.1 $ 169.4 Depreciation and amortization $ 71.5 $ 60.0 |
Accounting Guidance Not Yet Ado
Accounting Guidance Not Yet Adopted | 3 Months Ended |
May 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
ACCOUNTING GUIDANCE NOT YET ADOPTED | ACCOUNTING GUIDANCE NOT YET ADOPTED: Revenue recognition – In May 2014, the FASB issued guidance regarding the recognition of revenue from contracts with customers. Under this guidance, an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five step process will be utilized to recognize revenue, as follows: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We are required to adopt this guidance for our annual and interim periods beginning March 1, 2018, utilizing one of two methods: retrospective restatement for each reporting period presented at time of adoption, or a modified retrospective approach with the cumulative effect of initially applying this guidance recognized at the date of initial application. We intend to implement this guidance under the retrospective approach. Based on our preliminary review, we expect that the broad definition of variable consideration under this guidance will require us to estimate and record certain variable payments resulting from various sales incentives earlier than we currently record them. We do not expect this change to have a material impact on our consolidated financial statements. We are currently preparing to implement changes to our accounting policies, systems and controls to support the new revenue recognition and disclosure requirements. Leases – In February 2016, the FASB issued guidance for the accounting for leases. Under this guidance, a lessee will recognize assets and liabilities for most leases, but will recognize expense similar to current lease accounting guidance. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. We are required to adopt this guidance for our annual and interim periods beginning March 1, 2019, using a modified retrospective approach. We are currently assessing the financial impact of this guidance on our consolidated financial statements. |
Recently Adopted Accounting G20
Recently Adopted Accounting Guidance (Policies) | 3 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
Stock-based employee compensation | Stock-based employee compensation – Effective March 1, 2017, we adopted the FASB amended guidance for, among other items, the accounting for income taxes related to share-based compensation and the related classification in the statement of cash flows. This guidance requires the recognition of excess tax benefits and deficiencies (resulting from an increase or decrease in the fair value of an award from grant date to the vesting or settlement date) in the provision for income taxes as a discrete item in the quarterly period in which they occur. Through February 28, 2017, these amounts were recognized in additional paid-in capital at the time of vesting or settlement. In addition, these amounts are classified as an operating activity in the statement of cash flows instead of as a financing activity where they were previously presented. We adopted this guidance on a prospective basis and, accordingly, prior periods have not been adjusted. Adoption of this guidance resulted in the recognition of excess tax benefits in our provision for income taxes rather than additional paid-in capital of $32.5 million for the three months ended May 31, 2017 . The adoption of this amended guidance also impacted our calculation of diluted earnings per share under the treasury stock method, as excess tax benefits and deficiencies resulting from share-based compensation are no longer included in the assumed proceeds calculation. This change resulted in a decrease in diluted earnings per share of $0.02 for the three months ended May 31, 2017 . We have elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. The remaining provisions of this amended guidance did not have a material impact on our consolidated financial statements. |
Revenue recognition | Revenue recognition – In May 2014, the FASB issued guidance regarding the recognition of revenue from contracts with customers. Under this guidance, an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five step process will be utilized to recognize revenue, as follows: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We are required to adopt this guidance for our annual and interim periods beginning March 1, 2018, utilizing one of two methods: retrospective restatement for each reporting period presented at time of adoption, or a modified retrospective approach with the cumulative effect of initially applying this guidance recognized at the date of initial application. We intend to implement this guidance under the retrospective approach. Based on our preliminary review, we expect that the broad definition of variable consideration under this guidance will require us to estimate and record certain variable payments resulting from various sales incentives earlier than we currently record them. We do not expect this change to have a material impact on our consolidated financial statements. We are currently preparing to implement changes to our accounting policies, systems and controls to support the new revenue recognition and disclosure requirements. |
Leases | Leases – In February 2016, the FASB issued guidance for the accounting for leases. Under this guidance, a lessee will recognize assets and liabilities for most leases, but will recognize expense similar to current lease accounting guidance. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. We are required to adopt this guidance for our annual and interim periods beginning March 1, 2019, using a modified retrospective approach. We are currently assessing the financial impact of this guidance on our consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
May 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories are stated at the lower of cost (primarily computed in accordance with the first-in, first-out method) or net realizable value. Elements of cost include materials, labor and overhead and consist of the following: May 31, February 28, (in millions ) Raw materials and supplies $ 169.5 $ 149.7 In-process inventories 1,189.8 1,260.1 Finished case goods 577.6 545.3 $ 1,936.9 $ 1,955.1 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
May 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Aggregate notional value of outstanding derivative instruments | The aggregate notional value of outstanding derivative instruments is as follows: May 31, February 28, (in millions ) Derivative instruments designated as hedging instruments Foreign currency contracts $ 998.7 $ 981.7 Interest rate swap contracts $ 250.0 $ 250.0 Derivative instruments not designated as hedging instruments Foreign currency contracts $ 288.5 $ 389.9 Commodity derivative contracts $ 165.8 $ 153.2 |
Fair value and location of derivative instruments on our balance sheets | The estimated fair value and location of our derivative instruments on our balance sheets are as follows (see Note 5 ): Assets Liabilities May 31, February 28, May 31, February 28, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 15.4 $ 5.2 Other accrued expenses and liabilities $ 11.7 $ 30.4 Other assets $ 14.2 $ 6.0 Other liabilities $ 15.7 $ 37.4 Interest rate swap contracts: Prepaid expenses and other $ 0.5 $ 0.3 Other accrued expenses and liabilities $ 0.1 $ 0.3 Other assets $ 3.3 $ 4.4 Derivative instruments not designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 1.7 $ 2.0 Other accrued expenses and liabilities $ 1.0 $ 2.6 Commodity derivative contracts: Prepaid expenses and other $ 3.3 $ 4.3 Other accrued expenses and liabilities $ 6.0 $ 6.9 Other assets $ 1.2 $ 1.5 Other liabilities $ 5.3 $ 4.7 |
Effect of derivative instruments on our results of operations | The effect of our undesignated derivative instruments on our results of operations is as follows: Derivative Instruments Not Designated as Hedging Instruments Location of Net Gain (Loss) Recognized in Income Net Gain (Loss) Recognized in Income (in millions) For the Three Months Ended May 31, 2017 Commodity derivative contracts Cost of product sold $ (3.1 ) Foreign currency contracts Selling, general and administrative expenses 4.7 $ 1.6 For the Three Months Ended May 31, 2016 Commodity derivative contracts Cost of product sold $ 13.1 Foreign currency contracts Selling, general and administrative expenses (10.5 ) $ 2.6 The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as Other Comprehensive Income (“OCI”), net of income tax effect, is as follows: Derivative Instruments in Designated Cash Flow Hedging Relationships Net Gain (Loss) Recognized in OCI (Effective portion) Location of Net Gain (Loss) Reclassified from AOCI to Income (Effective portion) Net Gain (Loss) Reclassified from AOCI to Income (Effective portion) (in millions) For the Three Months Ended May 31, 2017 Foreign currency contracts $ 38.6 Sales $ 0.3 Cost of product sold (2.7 ) Interest rate swap contracts (2.0 ) Interest expense (0.1 ) $ 36.6 $ (2.5 ) For the Three Months Ended May 31, 2016 Foreign currency contracts $ (2.3 ) Sales $ 0.1 Cost of product sold (5.0 ) Interest rate swap contracts 0.9 Interest expense (1.9 ) $ (1.4 ) $ (6.8 ) |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
May 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial assets and liabilities measured at estimated fair value on a recurring basis | The following table presents our financial assets and liabilities measured at estimated fair value on a recurring basis: Fair Value Measurements Using Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (in millions) May 31, 2017 Assets: Foreign currency contracts $ — $ 31.3 $ — $ 31.3 Commodity derivative contracts $ — $ 4.5 $ — $ 4.5 Interest rate swap contracts $ — $ 3.8 $ — $ 3.8 Available-for-sale (“AFS”) debt securities $ — $ — $ 9.2 $ 9.2 Liabilities: Foreign currency contracts $ — $ 28.4 $ — $ 28.4 Commodity derivative contracts $ — $ 11.3 $ — $ 11.3 Interest rate swap contracts $ — $ 0.1 $ — $ 0.1 February 28, 2017 Assets: Foreign currency contracts $ — $ 13.2 $ — $ 13.2 Commodity derivative contracts $ — $ 5.8 $ — $ 5.8 Interest rate swap contracts $ — $ 4.7 $ — $ 4.7 AFS debt securities $ — $ — $ 9.5 $ 9.5 Liabilities: Foreign currency contracts $ — $ 70.4 $ — $ 70.4 Commodity derivative contracts $ — $ 11.6 $ — $ 11.6 Interest rate swap contracts $ — $ 0.3 $ — $ 0.3 |
Assets and liabilities measured at estimated fair value on a nonrecurring basis | The following table presents our assets and liabilities measured at estimated fair value on a nonrecurring basis for which an impairment assessment was performed for the period presented: Fair Value Measurements Using Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Losses (in millions) For the Three Months Ended May 31, 2017 Trademarks $ — $ — $ 136.0 $ 86.8 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
May 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill are as follows: Beer Wine and Spirits Consolidated (in millions) Balance, February 29, 2016 $ 4,530.1 $ 2,608.5 $ 7,138.6 Purchase accounting allocations (1) 510.8 373.7 884.5 Canadian Divestiture (2) — (126.1 ) (126.1 ) Foreign currency translation adjustments 12.1 11.4 23.5 Balance, February 28, 2017 5,053.0 2,867.5 7,920.5 Purchase accounting allocations (3) 7.8 (0.2 ) 7.6 Foreign currency translation adjustments 45.6 (1.4 ) 44.2 Balance, May 31, 2017 $ 5,106.4 $ 2,865.9 $ 7,972.3 (1) Preliminary purchase accounting allocations associated with the acquisitions of the Obregon Brewery (Beer), and High West and Charles Smith (Wine and Spirits), and purchase accounting allocations primarily associated with the acquisition of Prisoner (Wine and Spirits). See defined acquisition terms below. (2) Includes accumulated impairment losses of C$289.1 million , or $216.8 million . (3) Preliminary purchase accounting allocations associated primarily with the acquisition of the Obregon Brewery. |
Net gain associated with the Canadian Divestiture | In total, we have recognized $238.8 million of net gains associated with the Canadian Divestiture, with $242.0 million of net gains recognized for the year ended February 28, 2017, and $3.2 million of net losses recognized for the three months ended May 31, 2017, as follows: (in millions) Gain on sale of business $ 262.4 Impairment of trademarks (8.4 ) Other net costs (15.2 ) Net gain associated with the Canadian Divestiture and related activities $ 238.8 The following table summarizes the net gain recognized in connection with this divestiture: (in millions) Cash received from buyer $ 580.2 Net assets sold (175.3 ) AOCI reclassification adjustments, primarily foreign currency translation (122.5 ) Direct costs to sell (9.9 ) Other (10.1 ) Gain on sale of business $ 262.4 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
May 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Major components of intangible assets | The major components of intangible assets are as follows: May 31, 2017 February 28, 2017 Gross Carrying Amount Net Carrying Amount Gross Carrying Amount Net Carrying Amount (in millions) Amortizable intangible assets Customer relationships $ 89.1 $ 47.3 $ 89.1 $ 48.6 Other 19.9 1.6 19.9 1.7 Total $ 109.0 48.9 $ 109.0 50.3 Nonamortizable intangible assets Trademarks 3,240.8 3,327.4 Total intangible assets $ 3,289.7 $ 3,377.7 |
Estimated amortization expense | Estimated amortization expense for the remaining nine months of fiscal 2018 and for each of the five succeeding fiscal years and thereafter is as follows: (in millions) 2018 $ 4.3 2019 $ 5.7 2020 $ 5.5 2021 $ 5.2 2022 $ 4.9 2023 $ 3.2 Thereafter $ 20.1 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Borrowings | As of May 31, 2017 , our accounts receivable securitization facilities are as follows: Outstanding Borrowings Weighted Average Interest Rate Remaining Borrowing Capacity (in millions) CBI Facility $ 198.2 1.9 % $ 101.8 Crown Facility $ 206.0 1.9 % $ 4.0 Borrowings consist of the following: May 31, 2017 February 28, Current Long-term Total Total (in millions) Notes payable to banks Senior Credit Facility – Revolving Credit Loans $ 505.0 $ — $ 505.0 $ 231.0 Other 483.1 — 483.1 375.5 $ 988.1 $ — $ 988.1 $ 606.5 Long-term debt Senior Credit Facility – Term Loans $ 129.0 $ 2,458.1 $ 2,587.1 $ 3,787.5 Senior Notes — 5,401.2 5,401.2 4,617.0 Other 17.2 217.9 235.1 227.1 $ 146.2 $ 8,077.2 $ 8,223.4 $ 8,631.6 Accordingly, as of May 31, 2017 , information with respect to borrowings under the 2016 Credit Agreement is as follows: Revolving Credit Facility U.S. Term A-1 Facility (1) European Term A Facility (1) European Term A-1 Facility (1) European Term A-2 Facility (1) (in millions) Outstanding borrowings $ 505.0 $ 237.4 $ 1,299.4 $ 662.4 $ 387.9 Interest rate 2.5 % 2.7 % 2.5 % 2.5 % 2.5 % LIBOR margin 1.5 % 1.75 % 1.5 % 1.5 % 1.5 % Outstanding letters of credit $ 17.5 Remaining borrowing capacity $ 627.5 (1) Outstanding term loan facility borrowings are net of unamortized debt issuance costs. In May 2017, we issued $1,500.0 million aggregate principal amount of Senior Notes (the “May 2017 Senior Notes”). Proceeds from this offering, net of discount and debt issuance costs, were $1,483.8 million . The May 2017 Senior Notes consist of: Date of Maturity Interest Payments Principal (in millions) 2.70% Senior Notes (1) (2) May 2022 May/Nov $ 500.0 3.50% Senior Notes (1) (3) May 2027 May/Nov $ 500.0 4.50% Senior Notes (1) (4) May 2047 May/Nov $ 500.0 (1) Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness. Guaranteed by certain of our U.S. subsidiaries on a senior unsecured basis. (2) Redeemable, in whole or in part, at our option at any time prior to April 9, 2022, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 15 basis points. On or after April 9, 2022, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest. (3) Redeemable, in whole or in part, at our option at any time prior to February 9, 2027, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 20 basis points. On or after February 9, 2027, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest. (4) Redeemable, in whole or in part, at our option at any time prior to November 9, 2046, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 25 basis points. On or after November 9, 2046, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest. |
Required principal repayments under senior credit facility term loan obligations | As of May 31, 2017 , the required principal repayments of the term loans under the 2016 Credit Agreement (excluding unamortized debt issuance costs of $10.6 million ) for the remaining nine months of fiscal 2018 and for each of the remaining succeeding fiscal years are as follows: U.S. Term A-1 Facility European Term A Facility European Term A-1 Facility European Term A-2 Facility Total (in millions) 2018 $ 1.8 $ 53.7 $ 26.2 $ 15.0 $ 96.7 2019 2.4 71.5 35.0 20.0 128.9 2020 2.4 71.5 35.0 20.0 128.9 2021 2.4 1,108.3 35.0 20.0 1,165.7 2022 228.7 — 533.8 315.0 1,077.5 $ 237.7 $ 1,305.0 $ 665.0 $ 390.0 $ 2,597.7 |
Net Income Per Common Share A27
Net Income Per Common Share Attributable to CBI (Tables) | 3 Months Ended |
May 31, 2017 | |
Earnings Per Share [Abstract] | |
Basic and diluted net income per common share attributable to CBI | The computation of basic and diluted net income per common share is as follows: For the Three Months Ended May 31, 2017 May 31, 2016 Common Stock Common Stock Class A Class B Class A Class B (in millions, except per share data) Net income attributable to CBI allocated – basic $ 358.6 $ 44.2 $ 284.2 $ 34.1 Conversion of Class B common shares into Class A common shares 44.2 — 34.1 — Effect of stock-based awards on allocated net income — (1.0 ) — (0.7 ) Net income attributable to CBI allocated – diluted $ 402.8 $ 43.2 $ 318.3 $ 33.4 Weighted average common shares outstanding – basic 171.555 23.344 176.542 23.353 Conversion of Class B common shares into Class A common shares 23.344 — 23.353 — Stock-based awards, primarily stock options 6.131 — 5.472 — Weighted average common shares outstanding – diluted 201.030 23.344 205.367 23.353 Net income per common share attributable to CBI – basic $ 2.09 $ 1.90 $ 1.61 $ 1.46 Net income per common share attributable to CBI – diluted $ 2.00 $ 1.85 $ 1.55 $ 1.43 |
Comprehensive Income Attribut28
Comprehensive Income Attributable to CBI (Tables) | 3 Months Ended |
May 31, 2017 | |
Equity [Abstract] | |
Reconciliation of net income attributable to CBI to comprehensive income attributable to CBI | The reconciliation of net income attributable to CBI to comprehensive income attributable to CBI is as follows: Before Tax Amount Tax (Expense) Benefit Net of Tax Amount (in millions) For the Three Months Ended May 31, 2017 Net income attributable to CBI $ 402.8 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gains $ 148.7 $ (0.2 ) 148.5 Reclassification adjustments — — — Net gain recognized in other comprehensive income 148.7 (0.2 ) 148.5 Unrealized gain on cash flow hedges: Net derivative gains 51.9 (15.3 ) 36.6 Reclassification adjustments 3.8 (1.2 ) 2.6 Net gain recognized in other comprehensive income 55.7 (16.5 ) 39.2 Unrealized loss on AFS debt securities: Net AFS debt securities losses (0.3 ) — (0.3 ) Reclassification adjustments — — — Net loss recognized in other comprehensive income (0.3 ) — (0.3 ) Pension/postretirement adjustments: Net actuarial gains — — — Reclassification adjustments 0.1 — 0.1 Net gain recognized in other comprehensive income 0.1 — 0.1 Other comprehensive income attributable to CBI $ 204.2 $ (16.7 ) 187.5 Comprehensive income attributable to CBI $ 590.3 Before Tax Amount Tax (Expense) Benefit Net of Tax Amount (in millions) For the Three Months Ended May 31, 2016 Net income attributable to CBI $ 318.3 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net losses $ (7.4 ) $ (1.8 ) (9.2 ) Reclassification adjustments — — — Net loss recognized in other comprehensive loss (7.4 ) (1.8 ) (9.2 ) Unrealized loss on cash flow hedges: Net derivative losses (3.2 ) 1.8 (1.4 ) Reclassification adjustments 10.1 (3.4 ) 6.7 Net gain recognized in other comprehensive loss 6.9 (1.6 ) 5.3 Unrealized gain on AFS debt securities: Net AFS debt securities gains 0.1 — 0.1 Reclassification adjustments — — — Net gain recognized in other comprehensive loss 0.1 — 0.1 Pension/postretirement adjustments: Net actuarial losses (0.6 ) 0.2 (0.4 ) Reclassification adjustments 0.2 — 0.2 Net loss recognized in other comprehensive loss (0.4 ) 0.2 (0.2 ) Other comprehensive loss attributable to CBI $ (0.8 ) $ (3.2 ) (4.0 ) Comprehensive income attributable to CBI $ 314.3 |
Accumulated other comprehensive loss, net of income tax effect | Accumulated other comprehensive income (loss), net of income tax effect, includes the following components: Foreign Currency Translation Adjustments Net Unrealized Gains (Losses) on Derivative Instruments Net Unrealized Losses on AFS Debt Securities Pension/ Postretirement Adjustments Accumulated Other Comprehensive Income (Loss) (in millions) Balance, February 28, 2017 $ (358.0 ) $ (38.0 ) $ (2.3 ) $ (1.5 ) $ (399.8 ) Other comprehensive income (loss): Other comprehensive income (loss) before reclassification adjustments 148.5 36.6 (0.3 ) — 184.8 Amounts reclassified from accumulated other comprehensive income (loss) — 2.6 — 0.1 2.7 Other comprehensive income (loss) 148.5 39.2 (0.3 ) 0.1 187.5 Balance, May 31, 2017 $ (209.5 ) $ 1.2 $ (2.6 ) $ (1.4 ) $ (212.3 ) |
Condensed Consolidating Finan29
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
May 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | 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 |
Condensed Consolidating Statement of Comprehensive Income | 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 |
Condensed Consolidating Statement of Cash Flows | 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 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
May 31, 2017 | |
Segment Reporting [Abstract] | |
Comparable adjustments | Comparable Adjustments that impacted comparability in our segment operating income (loss) for each period are as follows: For the Three Months Ended May 31, 2017 2016 (in millions) Cost of product sold Flow through of inventory step-up $ (7.0 ) $ (8.1 ) Net gain (loss) on undesignated commodity derivative contracts (3.1 ) 13.1 Settlements of undesignated commodity derivative contracts 2.4 8.3 Amortization of favorable interim supply agreement — (2.2 ) Total cost of product sold (7.7 ) 11.1 Selling, general and administrative expenses Impairment of intangible assets (86.8 ) — Costs associated with the Canadian Divestiture and related activities (3.2 ) (3.7 ) Transaction, integration and other acquisition-related costs (1.6 ) (2.3 ) Other losses (1.4 ) (1.1 ) Total selling, general and administrative expenses (93.0 ) (7.1 ) Comparable Adjustments, Operating income (loss) $ (100.7 ) $ 4.0 |
Segment information | Segment information is as follows: For the Three Months Ended May 31, 2017 2016 (in millions) Beer Net sales $ 1,242.3 $ 1,151.0 Segment operating income $ 500.6 $ 409.3 Long-lived tangible assets $ 3,081.1 $ 2,362.3 Total assets $ 11,679.1 $ 10,276.3 Capital expenditures $ 191.2 $ 145.0 Depreciation and amortization $ 39.8 $ 25.9 For the Three Months Ended May 31, 2017 2016 (in millions) Wine and Spirits Net sales: Wine $ 605.0 $ 643.1 Spirits 88.2 77.7 Net sales $ 693.2 $ 720.8 Segment operating income $ 205.6 $ 168.0 Equity in earnings of equity method investees $ 0.2 $ 0.8 Long-lived tangible assets $ 982.2 $ 1,035.3 Investments in equity method investees $ 77.3 $ 76.5 Total assets $ 6,888.3 $ 6,984.8 Capital expenditures $ 21.6 $ 12.5 Depreciation and amortization $ 22.6 $ 24.9 Corporate Operations and Other Segment operating loss $ (37.4 ) $ (28.6 ) Equity in earnings (losses) of equity method investees $ 0.2 $ (0.1 ) Long-lived tangible assets $ 123.6 $ 109.6 Investments in equity method investees $ 21.3 $ 5.9 Total assets $ 392.0 $ 368.9 Capital expenditures $ 4.3 $ 11.9 Depreciation and amortization $ 9.1 $ 7.0 Comparable Adjustments Operating income (loss) $ (100.7 ) $ 4.0 Depreciation and amortization $ — $ 2.2 Consolidated Net sales $ 1,935.5 $ 1,871.8 Operating income $ 568.1 $ 552.7 Equity in earnings of equity method investees $ 0.4 $ 0.7 Long-lived tangible assets $ 4,186.9 $ 3,507.2 Investments in equity method investees $ 98.6 $ 82.4 Total assets $ 18,959.4 $ 17,630.0 Capital expenditures $ 217.1 $ 169.4 Depreciation and amortization $ 71.5 $ 60.0 |
Basis of Presentation (Details
Basis of Presentation (Details Textual) $ in Millions | 3 Months Ended |
May 31, 2016USD ($) | |
Conversion of Equity to Debt [Member] | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |
Reclassification of proceeds from noncontrolling interests to proceeds from issuance of long-term debt | $ 9.5 |
Recently Adopted Accounting G32
Recently Adopted Accounting Guidance (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Provision for income taxes | $ 74.1 | $ 149.7 |
Adjustments for New Accounting Pronouncement [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Provision for income taxes | $ 32.5 | |
Net income per common share attributable to CBI, diluted | $ 0.02 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | May 31, 2017 | Feb. 28, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 169.5 | $ 149.7 |
In-process inventories | 1,189.8 | 1,260.1 |
Finished case goods | 577.6 | 545.3 |
Inventories, Total | $ 1,936.9 | $ 1,955.1 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | May 31, 2017 | Feb. 28, 2017 |
Designated as hedging instrument [Member] | Foreign currency contracts [Member] | ||
Derivative [Line Items] | ||
Aggregate notional value of derivative instruments | $ 998.7 | $ 981.7 |
Designated as hedging instrument [Member] | Interest rate swap contracts [Member] | ||
Derivative [Line Items] | ||
Aggregate notional value of derivative instruments | 250 | 250 |
Not designated as hedging instrument [Member] | Foreign currency contracts [Member] | ||
Derivative [Line Items] | ||
Aggregate notional value of derivative instruments | 288.5 | 389.9 |
Not designated as hedging instrument [Member] | Commodity derivative contracts [Member] | ||
Derivative [Line Items] | ||
Aggregate notional value of derivative instruments | $ 165.8 | $ 153.2 |
Derivative Instruments (Detai35
Derivative Instruments (Details 1) - USD ($) $ in Millions | May 31, 2017 | Feb. 28, 2017 |
Designated as hedging instrument [Member] | Foreign currency contracts [Member] | Prepaid expenses and other [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | $ 15.4 | $ 5.2 |
Designated as hedging instrument [Member] | Foreign currency contracts [Member] | Other accrued expenses and liabilities [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 11.7 | 30.4 |
Designated as hedging instrument [Member] | Foreign currency contracts [Member] | Other assets [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | 14.2 | 6 |
Designated as hedging instrument [Member] | Foreign currency contracts [Member] | Other liabilities [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 15.7 | 37.4 |
Designated as hedging instrument [Member] | Interest rate swap contracts [Member] | Prepaid expenses and other [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Interest rate swap contracts, Assets | 0.5 | 0.3 |
Designated as hedging instrument [Member] | Interest rate swap contracts [Member] | Other accrued expenses and liabilities [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Interest rate swap contracts, Liabilities | 0.1 | 0.3 |
Designated as hedging instrument [Member] | Interest rate swap contracts [Member] | Other assets [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Interest rate swap contracts, Assets | 3.3 | 4.4 |
Not designated as hedging instrument [Member] | Foreign currency contracts [Member] | Prepaid expenses and other [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | 1.7 | 2 |
Not designated as hedging instrument [Member] | Foreign currency contracts [Member] | Other accrued expenses and liabilities [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 1 | 2.6 |
Not designated as hedging instrument [Member] | Commodity derivative contracts [Member] | Prepaid expenses and other [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Assets | 3.3 | 4.3 |
Not designated as hedging instrument [Member] | Commodity derivative contracts [Member] | Other accrued expenses and liabilities [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Liabilities | 6 | 6.9 |
Not designated as hedging instrument [Member] | Commodity derivative contracts [Member] | Other assets [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Assets | 1.2 | 1.5 |
Not designated as hedging instrument [Member] | Commodity derivative contracts [Member] | Other liabilities [Member] | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Liabilities | $ 5.3 | $ 4.7 |
Derivative Instruments (Detai36
Derivative Instruments (Details 2) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Effect of our undesignated derivative instruments on our results of operations | ||
Net Gain (Loss) Recognized in Income | $ 1.6 | $ 2.6 |
Foreign currency contracts [Member] | Selling, general and administrative expenses [Member] | ||
Effect of our undesignated derivative instruments on our results of operations | ||
Net Gain (Loss) Recognized in Income | 4.7 | (10.5) |
Commodity derivative contracts [Member] | Cost of product sold [Member] | ||
Effect of our undesignated derivative instruments on our results of operations | ||
Net Gain (Loss) Recognized in Income | (3.1) | 13.1 |
Cash flow hedging [Member] | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Recognized in OCI (Effective portion) | 36.6 | (1.4) |
Net Gain (Loss) Reclassified from AOCI to Income (Effective portion) | (2.5) | (6.8) |
Cash flow hedging [Member] | Foreign currency contracts [Member] | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Recognized in OCI (Effective portion) | 38.6 | (2.3) |
Cash flow hedging [Member] | Foreign currency contracts [Member] | Sales [Member] | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Reclassified from AOCI to Income (Effective portion) | 0.3 | 0.1 |
Cash flow hedging [Member] | Foreign currency contracts [Member] | Cost of product sold [Member] | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Reclassified from AOCI to Income (Effective portion) | (2.7) | (5) |
Cash flow hedging [Member] | Interest rate swap contracts [Member] | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Recognized in OCI (Effective portion) | (2) | 0.9 |
Cash flow hedging [Member] | Interest rate swap contracts [Member] | Interest expense [Member] | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Reclassified from AOCI to Income (Effective portion) | $ (0.1) | $ (1.9) |
Derivative Instruments (Detai37
Derivative Instruments (Details Textual) $ in Millions | 3 Months Ended |
May 31, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative instruments in a net liability position due to counterparties | $ 16.2 |
Amount of net losses, net of income tax effect, to be reclassified from AOCI to earnings within the next 12 months | $ 3.2 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Details) - Recurring [Member] - USD ($) $ in Millions | May 31, 2017 | Feb. 28, 2017 |
Assets: | ||
Foreign currency contracts | $ 31.3 | $ 13.2 |
Commodity derivative contracts | 4.5 | 5.8 |
Interest rate swap contracts | 3.8 | 4.7 |
Available-for-sale (“AFS”) debt securities | 9.2 | 9.5 |
Liabilities: | ||
Foreign currency contracts | 28.4 | 70.4 |
Commodity derivative contracts | 11.3 | 11.6 |
Interest rate swap contracts | 0.1 | 0.3 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Foreign currency contracts | 0 | 0 |
Commodity derivative contracts | 0 | 0 |
Interest rate swap contracts | 0 | 0 |
Available-for-sale (“AFS”) debt securities | 0 | 0 |
Liabilities: | ||
Foreign currency contracts | 0 | 0 |
Commodity derivative contracts | 0 | 0 |
Interest rate swap contracts | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Foreign currency contracts | 31.3 | 13.2 |
Commodity derivative contracts | 4.5 | 5.8 |
Interest rate swap contracts | 3.8 | 4.7 |
Available-for-sale (“AFS”) debt securities | 0 | 0 |
Liabilities: | ||
Foreign currency contracts | 28.4 | 70.4 |
Commodity derivative contracts | 11.3 | 11.6 |
Interest rate swap contracts | 0.1 | 0.3 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Foreign currency contracts | 0 | 0 |
Commodity derivative contracts | 0 | 0 |
Interest rate swap contracts | 0 | 0 |
Available-for-sale (“AFS”) debt securities | 9.2 | 9.5 |
Liabilities: | ||
Foreign currency contracts | 0 | 0 |
Commodity derivative contracts | 0 | 0 |
Interest rate swap contracts | $ 0 | $ 0 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments (Details 1) - Nonrecurring [Member] - Trademarks [Member] $ in Millions | 3 Months Ended |
May 31, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Trademarks, Total Losses | $ 86.8 |
Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Trademarks | 0 |
Significant Unobservable Inputs (Level 3) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Trademarks | $ 136 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Millions | May 31, 2017 | Feb. 28, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, including current portion | $ 8,223.4 | $ 8,631.6 |
Carrying amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, including current portion | 8,223.4 | 8,631.6 |
Fair value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, including current portion | $ 8,534.5 | $ 8,845.5 |
Fair Value of Financial Instr41
Fair Value of Financial Instruments Fair Value of Financial Instruments (Details Textual 1) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2017 | Feb. 28, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trademarks, carrying value | $ 3,289.7 | $ 3,377.7 |
Operating Segments [Member] | Beer [Member] | Nonrecurring [Member] | Trademarks [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trademarks, carrying value | 222.8 | |
Trademarks, estimated fair value | 136 | |
Impairment of trademarks | $ 86.8 |
Goodwill (Details)
Goodwill (Details) CAD in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
May 31, 2017USD ($) | Feb. 28, 2017USD ($) | Dec. 16, 2016USD ($) | Dec. 16, 2016CAD | |
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Goodwill, beginning of period | $ 7,920.5 | $ 7,138.6 | ||
Purchase accounting allocations | 7.6 | 884.5 | ||
Canadian Divestiture | (126.1) | |||
Foreign currency translation adjustments | 44.2 | 23.5 | ||
Goodwill, end of period | 7,972.3 | 7,920.5 | ||
Operating Segments [Member] | Beer [Member] | ||||
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Goodwill, beginning of period | 5,053 | 4,530.1 | ||
Purchase accounting allocations | 7.8 | 510.8 | ||
Canadian Divestiture | 0 | |||
Foreign currency translation adjustments | 45.6 | 12.1 | ||
Goodwill, end of period | 5,106.4 | 5,053 | ||
Operating Segments [Member] | Wine and Spirits [Member] | ||||
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Goodwill, beginning of period | 2,867.5 | 2,608.5 | ||
Purchase accounting allocations | (0.2) | 373.7 | ||
Canadian Divestiture | (126.1) | |||
Foreign currency translation adjustments | (1.4) | 11.4 | ||
Goodwill, end of period | $ 2,865.9 | $ 2,867.5 | ||
Accumulated impairment losses | $ 216.8 | CAD 289.1 |
Goodwill (Details 1)
Goodwill (Details 1) - USD ($) $ in Millions | May 31, 2017 | May 31, 2017 | Feb. 28, 2017 | Feb. 28, 2017 | Dec. 16, 2016 |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |||||
Other net costs | $ (15.2) | $ (3.2) | $ (12) | ||
Net gain associated with the Canadian Divestiture and related activities | 238.8 | $ (3.2) | 242 | ||
Operating Segments [Member] | Wine and Spirits [Member] | Trademarks [Member] | |||||
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |||||
Impairment of trademarks | $ (8.4) | (8.4) | |||
Canadian Divestiture [Member] | Disposal Group, Not Discontinued Operations [Member] | |||||
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |||||
Cash received from buyer | $ 580.2 | ||||
AOCI reclassification adjustments, primarily foreign currency translation | (122.5) | ||||
Direct costs to sell | $ (9.9) | (9.9) | |||
Other | (10.1) | ||||
Gain on sale of business | 262.4 | ||||
Gain on sale of business | $ 262.4 | ||||
Canadian Divestiture [Member] | Disposal Group, Not Discontinued Operations [Member] | Operating Segments [Member] | Wine and Spirits [Member] | |||||
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |||||
Net assets sold | $ (175.3) |
Goodwill (Details Textual)
Goodwill (Details Textual) - Operating Segments [Member] - USD ($) $ in Millions | 1 Months Ended | ||
Dec. 31, 2016 | Oct. 31, 2016 | Apr. 30, 2016 | |
Beer [Member] | Obregon Brewery [Member] | |||
Goodwill [Line Items] | |||
Purchase price, net of cash acquired | $ 568.7 | ||
Working capital adjustment due to seller | $ 1 | ||
Wine and Spirits [Member] | High West Acquisition [Member] | |||
Goodwill [Line Items] | |||
Purchase price, net of cash acquired | $ 136.6 | ||
Wine and Spirits [Member] | Charles Smith Acquisition [Member] | |||
Goodwill [Line Items] | |||
Purchase price, net of cash acquired | $ 120.8 | ||
Wine and Spirits [Member] | Prisoner Acquisition [Member] | |||
Goodwill [Line Items] | |||
Purchase price, net of cash acquired | $ 284.9 |
Goodwill (Details Textual 1)
Goodwill (Details Textual 1) CAD in Millions, $ in Millions | May 31, 2017USD ($) | May 31, 2017USD ($) | Feb. 28, 2017USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Outstanding debt | $ 235.1 | $ 235.1 | $ 227.1 | $ 227.1 | ||
Other net costs | 15.2 | 3.2 | 12 | |||
Net gain associated with the Canadian Divestiture and related activities | 238.8 | $ (3.2) | 242 | |||
Operating Segments [Member] | Wine and Spirits [Member] | Trademarks [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment of trademarks | 8.4 | 8.4 | ||||
Canadian Divestiture [Member] | Disposal Group, Not Discontinued Operations [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Transaction value of divestiture | $ 775.1 | CAD 1,030 | ||||
Cash proceeds, net of outstanding debt and direct costs to sell | $ 570.3 | |||||
Outstanding debt | $ 194.9 | |||||
Direct costs to sell | $ 9.9 | $ 9.9 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
May 31, 2017 | May 31, 2016 | Feb. 28, 2017 | |
Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Line Items] | |||
Amortizable intangible assets, Gross Carrying Amount | $ 109 | $ 109 | |
Amortizable intangible assets, Net Carrying Amount | 48.9 | 50.3 | |
Intangible assets | 3,289.7 | 3,377.7 | |
Amortization expense for intangible assets | 1.4 | $ 4.2 | |
Trademarks [Member] | |||
Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Line Items] | |||
Nonamortizable intangible assets, Net Carrying Amount | 3,240.8 | 3,327.4 | |
Customer relationships [Member] | |||
Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Line Items] | |||
Amortizable intangible assets, Gross Carrying Amount | 89.1 | 89.1 | |
Amortizable intangible assets, Net Carrying Amount | 47.3 | 48.6 | |
Other [Member] | |||
Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Line Items] | |||
Amortizable intangible assets, Gross Carrying Amount | 19.9 | 19.9 | |
Amortizable intangible assets, Net Carrying Amount | $ 1.6 | $ 1.7 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) $ in Millions | May 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 4.3 |
2,019 | 5.7 |
2,020 | 5.5 |
2,021 | 5.2 |
2,022 | 4.9 |
2,023 | 3.2 |
Thereafter | $ 20.1 |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2017 | Feb. 28, 2017 | |
Short-term Debt | ||
Notes payable to banks | $ 988.1 | $ 606.5 |
Notes payable to banks, Long-term | 0 | |
Notes payable to banks, Total | 988.1 | 606.5 |
Long-term Debt | ||
Other, Current | 17.2 | |
Other, Long-term | 217.9 | |
Other, Total | 235.1 | 227.1 |
Long-term debt, Current | 146.2 | 910.9 |
Long-term debt, Long-term | 8,077.2 | 7,720.7 |
Long-term debt, Total | 8,223.4 | 8,631.6 |
Senior Credit Facility - Term Loans [Member] | ||
Long-term Debt | ||
Senior Credit Facility - Term Loans, Current | 129 | |
Senior Credit Facility - Term Loans, Long-term | 2,458.1 | |
Senior Credit Facility - Term Loans, Total | 2,587.1 | 3,787.5 |
Senior Credit Facility - Term Loans [Member] | U.S. Term A-1 Facility [Member] | ||
Long-term Debt | ||
Senior Credit Facility - Term Loans, Total | $ 237.4 | |
Interest rate | 2.70% | |
LIBOR margin | 1.75% | |
Senior Credit Facility - Term Loans [Member] | European Term A Facility [Member] | ||
Long-term Debt | ||
Senior Credit Facility - Term Loans, Total | $ 1,299.4 | |
Interest rate | 2.50% | |
LIBOR margin | 1.50% | |
Senior Credit Facility - Term Loans [Member] | European Term A-1 Facility [Member] | ||
Long-term Debt | ||
Senior Credit Facility - Term Loans, Total | $ 662.4 | |
Interest rate | 2.50% | |
LIBOR margin | 1.50% | |
Senior Credit Facility - Term Loans [Member] | European Term A-2 Facility [Member] | ||
Long-term Debt | ||
Senior Credit Facility - Term Loans, Total | $ 387.9 | |
Interest rate | 2.50% | |
LIBOR margin | 1.50% | |
Senior Notes [Member] | ||
Long-term Debt | ||
Senior Notes, Current | $ 0 | |
Senior Notes, Long-term | 5,401.2 | |
Senior Notes, Total | 5,401.2 | 4,617 |
Senior Notes [Member] | May 2017 Five Year Senior Notes [Member] | ||
Long-term Debt | ||
Debt instrument, face amount | $ 500 | |
Percentage of outstanding principal amount as redemption price | 100.00% | |
Basis points above adjusted treasury rate | 15.00% | |
Coupon rate of notes | 2.70% | |
Senior Notes [Member] | May 2017 Ten Year Senior Notes [Member] | ||
Long-term Debt | ||
Debt instrument, face amount | $ 500 | |
Percentage of outstanding principal amount as redemption price | 100.00% | |
Basis points above adjusted treasury rate | 20.00% | |
Coupon rate of notes | 3.50% | |
Senior Notes [Member] | May 2017 Thirty Year Senior Notes [Member] | ||
Long-term Debt | ||
Debt instrument, face amount | $ 500 | |
Percentage of outstanding principal amount as redemption price | 100.00% | |
Basis points above adjusted treasury rate | 25.00% | |
Coupon rate of notes | 4.50% | |
Senior Credit Facility - Revolving Credit Loans [Member] | ||
Short-term Debt | ||
Notes payable to banks | $ 505 | |
Notes payable to banks, Long-term | 0 | |
Notes payable to banks, Total | $ 505 | 231 |
Long-term Debt | ||
Interest rate | 2.50% | |
LIBOR margin | 1.50% | |
Remaining borrowing capacity | $ 627.5 | |
Letters of Credit [Member] | ||
Long-term Debt | ||
Outstanding letters of credit | 17.5 | |
Other [Member] | ||
Short-term Debt | ||
Notes payable to banks | 483.1 | |
Notes payable to banks, Long-term | 0 | |
Notes payable to banks, Total | 483.1 | $ 375.5 |
Other [Member] | CBI Accounts Receivable Securitization Facility [Member] | ||
Short-term Debt | ||
Notes payable to banks | $ 198.2 | |
Long-term Debt | ||
Interest rate | 1.90% | |
Remaining borrowing capacity | $ 101.8 | |
Other [Member] | Crown Accounts Receivable Securitization Facility [Member] | ||
Short-term Debt | ||
Notes payable to banks | $ 206 | |
Long-term Debt | ||
Interest rate | 1.90% | |
Remaining borrowing capacity | $ 4 |
Borrowings (Details 1)
Borrowings (Details 1) - Senior Credit Facility - Term Loans [Member] $ in Millions | May 31, 2017USD ($) |
Required principal repayments under term loan obligations | |
2,018 | $ 96.7 |
2,019 | 128.9 |
2,020 | 128.9 |
2,021 | 1,165.7 |
2,022 | 1,077.5 |
Long-term Debt, Gross | 2,597.7 |
U.S. Term A-1 Facility [Member] | |
Required principal repayments under term loan obligations | |
2,018 | 1.8 |
2,019 | 2.4 |
2,020 | 2.4 |
2,021 | 2.4 |
2,022 | 228.7 |
Long-term Debt, Gross | 237.7 |
European Term A Facility [Member] | |
Required principal repayments under term loan obligations | |
2,018 | 53.7 |
2,019 | 71.5 |
2,020 | 71.5 |
2,021 | 1,108.3 |
2,022 | 0 |
Long-term Debt, Gross | 1,305 |
European Term A-1 Facility [Member] | |
Required principal repayments under term loan obligations | |
2,018 | 26.2 |
2,019 | 35 |
2,020 | 35 |
2,021 | 35 |
2,022 | 533.8 |
Long-term Debt, Gross | 665 |
European Term A-2 Facility [Member] | |
Required principal repayments under term loan obligations | |
2,018 | 15 |
2,019 | 20 |
2,020 | 20 |
2,021 | 20 |
2,022 | 315 |
Long-term Debt, Gross | $ 390 |
Borrowings (Details Textual)
Borrowings (Details Textual) - USD ($) | 3 Months Ended | |
May 31, 2017 | Jan. 31, 2008 | |
Senior Credit Facility - Term Loans [Member] | ||
Schedule of Debt [Line Items] | ||
Unamortized debt issuance costs, long-term debt obligations | $ 10,600,000 | |
Senior Notes [Member] | May 2017 Senior Notes [Member] | ||
Schedule of Debt [Line Items] | ||
Debt instrument, face amount | 1,500,000,000 | |
Proceeds from issuance of long-term debt, net of discount and debt issuance costs | $ 1,483,800,000 | |
Senior Notes [Member] | May 2007 Senior Notes [Member] | ||
Schedule of Debt [Line Items] | ||
Debt instrument, face amount | $ 700,000,000 | |
Coupon rate of notes | 7.25% |
Borrowings (Details Textual 1)
Borrowings (Details Textual 1) - USD ($) | May 31, 2017 | Feb. 28, 2017 |
Debt Instrument [Line Items] | ||
Derivative fixed average interest rate | 1.10% | |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Floating LIBOR rate debt | $ 250,000,000 | |
Interest rate swap contracts [Member] | Designated as hedging instrument [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate notional value of derivative instruments | 250,000,000 | $ 250,000,000 |
Interest rate swap contracts [Member] | Designated as hedging instrument [Member] | Cash flow hedging [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate notional value of derivative instruments | $ 250,000,000 |
Borrowings (Details Textual 2)
Borrowings (Details Textual 2) - Other [Member] | Sep. 27, 2016USD ($) |
CBI Accounts Receivable Securitization Facility [Member] | |
Short-term Debt [Line Items] | |
Accounts receivable securitization facility, term | 364 days |
Accounts receivable securitization facility, Maximum borrowings one | $ 235,000,000 |
Accounts receivable securitization facility, Maximum borrowings two | $ 340,000,000 |
Crown Accounts Receivable Securitization Facility [Member] | |
Short-term Debt [Line Items] | |
Accounts receivable securitization facility, term | 364 days |
Accounts receivable securitization facility, Maximum borrowings one | $ 120,000,000 |
Accounts receivable securitization facility, Maximum borrowings two | $ 210,000,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 15.50% | 31.90% |
Net Income Per Common Share A54
Net Income Per Common Share Attributable to CBI (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Earnings per share reconciliation | ||
Net income attributable to CBI allocated – basic | $ 402.8 | $ 318.3 |
Class A Common Stock [Member] | ||
Earnings per share reconciliation | ||
Net income attributable to CBI allocated – basic | 358.6 | 284.2 |
Conversion of Class B common shares into Class A common shares | 44.2 | 34.1 |
Effect of stock-based awards on allocated net income | 0 | 0 |
Net income attributable to CBI allocated – diluted | $ 402.8 | $ 318.3 |
Weighted average number of shares outstanding reconciliation | ||
Weighted average common shares outstanding – basic | 171,555 | 176,542 |
Conversion of Class B common shares into Class A common shares | 23,344 | 23,353 |
Stock-based awards, primarily stock options | 6,131 | 5,472 |
Weighted average common shares outstanding – diluted | 201,030 | 205,367 |
Basic and diluted net income per common share attributable to CBI | ||
Net income per common share attributable to CBI – basic | $ 2.09 | $ 1.61 |
Net income per common share attributable to CBI – diluted | $ 2 | $ 1.55 |
Class B Convertible Common Stock [Member] | ||
Earnings per share reconciliation | ||
Net income attributable to CBI allocated – basic | $ 44.2 | $ 34.1 |
Conversion of Class B common shares into Class A common shares | 0 | 0 |
Effect of stock-based awards on allocated net income | (1) | (0.7) |
Net income attributable to CBI allocated – diluted | $ 43.2 | $ 33.4 |
Weighted average number of shares outstanding reconciliation | ||
Weighted average common shares outstanding – basic | 23,344 | 23,353 |
Conversion of Class B common shares into Class A common shares | 0 | 0 |
Stock-based awards, primarily stock options | 0 | 0 |
Weighted average common shares outstanding – diluted | 23,344 | 23,353 |
Basic and diluted net income per common share attributable to CBI | ||
Net income per common share attributable to CBI – basic | $ 1.90 | $ 1.46 |
Net income per common share attributable to CBI – diluted | $ 1.85 | $ 1.43 |
Comprehensive Income Attribut55
Comprehensive Income Attributable to CBI (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Net income attributable to CBI | $ 402.8 | $ 318.3 |
Pension/postretirement adjustments | ||
Comprehensive income attributable to CBI | 590.3 | 314.3 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Foreign currency translation adjustments | ||
Net gains (losses), Before Tax Amount | 148.7 | (7.4) |
Net gains (losses), Tax (Expense) Benefit | (0.2) | (1.8) |
Net gains (losses), Net of Tax Amount | 148.5 | (9.2) |
Reclassification adjustments, Before Tax Amount | 0 | 0 |
Reclassification adjustments, Tax (Expense) Benefit | 0 | 0 |
Reclassification adjustments, Net of Tax Amount | 0 | 0 |
Net gain (loss) recognized in other comprehensive income (loss), Before Tax Amount | 148.7 | (7.4) |
Net gain (loss) recognized in other comprehensive income (loss), Tax (Expense) Benefit | (0.2) | (1.8) |
Net gain (loss) recognized in other comprehensive income (loss), Net of Tax Amount | 148.5 | (9.2) |
Unrealized gain (loss) on cash flow hedges | ||
Net derivative gains (losses), Before Tax Amount | 51.9 | (3.2) |
Net derivative gains (losses), Tax (Expense) Benefit | (15.3) | 1.8 |
Net derivative gains (losses), Net of Tax Amount | 36.6 | (1.4) |
Reclassification adjustments, Before Tax Amount | 3.8 | 10.1 |
Reclassification adjustments, Tax (Expense) Benefit | (1.2) | (3.4) |
Reclassification adjustments, Net of Tax Amount | 2.6 | 6.7 |
Net gain (loss) recognized in other comprehensive income (loss), Before Tax Amount | 55.7 | 6.9 |
Net gain (loss) recognized in other comprehensive income (loss), Tax (Expense) Benefit | (16.5) | (1.6) |
Net gain (loss) recognized in other comprehensive income (loss), Net of Tax Amount | 39.2 | 5.3 |
Unrealized gain (loss) on AFS debt securities | ||
Net AFS debt securities gains (losses), Before Tax Amount | (0.3) | 0.1 |
Net AFS debt securities gains (losses), Tax (Expense) Benefit | 0 | 0 |
Net AFS debt securities gains (losses), Net of Tax Amount | (0.3) | 0.1 |
Reclassification adjustments, Before Tax Amount | 0 | 0 |
Reclassification adjustments, Tax (Expense) Benefit | 0 | 0 |
Reclassification adjustments, Net of Tax Amount | 0 | 0 |
Net gain (loss) recognized in other comprehensive income (loss), Before Tax Amount | (0.3) | 0.1 |
Net gain (loss) recognized in other comprehensive income (loss), Tax (Expense) Benefit | 0 | 0 |
Net gain (loss) recognized in other comprehensive income (loss), Net of Tax Amount | (0.3) | 0.1 |
Pension/postretirement adjustments | ||
Net actuarial gains (losses), Before Tax Amount | 0 | (0.6) |
Net actuarial gains (losses), Tax (Expense) Benefit | 0 | 0.2 |
Net actuarial gains (losses), Net of Tax Amount | 0 | (0.4) |
Reclassification adjustments, Before Tax Amount | 0.1 | 0.2 |
Reclassification adjustments, Tax (Expense) Benefit | 0 | 0 |
Reclassification adjustments, Net of Tax Amount | 0.1 | 0.2 |
Net gain (loss) recognized in other comprehensive income (loss), Before Tax Amount | 0.1 | (0.4) |
Net gain (loss) recognized in other comprehensive income (loss), Tax (Expense) Benefit | 0 | 0.2 |
Net gain (loss) recognized in other comprehensive income (loss), Net of Tax Amount | 0.1 | (0.2) |
Other comprehensive income (loss) attributable to CBI, Before Tax Amount | 204.2 | (0.8) |
Other comprehensive income (loss) attributable to CBI, Tax (Expense) Benefit | (16.7) | (3.2) |
Other comprehensive income (loss) attributable to CBI, Net of Tax Amount | $ 187.5 | $ (4) |
Comprehensive Income Attribut56
Comprehensive Income Attributable to CBI (Details 1) $ in Millions | 3 Months Ended |
May 31, 2017USD ($) | |
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | |
Balance, February 28, 2017 | $ 6,891.2 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |
Balance, May 31, 2017 | 7,389.7 |
Accumulated Other Comprehensive Income (Loss) [Member] | |
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | |
Balance, February 28, 2017 | (399.8) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |
Other comprehensive income (loss) before reclassification adjustments | 184.8 |
Amounts reclassified from accumulated other comprehensive income (loss) | 2.7 |
Other comprehensive income (loss) | 187.5 |
Balance, May 31, 2017 | (212.3) |
Foreign Currency Translation Adjustments [Member] | |
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | |
Balance, February 28, 2017 | (358) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |
Other comprehensive income (loss) before reclassification adjustments | 148.5 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 |
Other comprehensive income (loss) | 148.5 |
Balance, May 31, 2017 | (209.5) |
Net Unrealized Gains (Losses) on Derivative Instruments [Member] | |
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | |
Balance, February 28, 2017 | (38) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |
Other comprehensive income (loss) before reclassification adjustments | 36.6 |
Amounts reclassified from accumulated other comprehensive income (loss) | 2.6 |
Other comprehensive income (loss) | 39.2 |
Balance, May 31, 2017 | 1.2 |
Net Unrealized Losses on AFS Debt Securities [Member] | |
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | |
Balance, February 28, 2017 | (2.3) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |
Other comprehensive income (loss) before reclassification adjustments | (0.3) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 |
Other comprehensive income (loss) | (0.3) |
Balance, May 31, 2017 | (2.6) |
Pension/ Postretirement Adjustments [Member] | |
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | |
Balance, February 28, 2017 | (1.5) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |
Other comprehensive income (loss) before reclassification adjustments | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0.1 |
Other comprehensive income (loss) | 0.1 |
Balance, May 31, 2017 | $ (1.4) |
Condensed Consolidating Finan57
Condensed Consolidating Financial Information (Details) - USD ($) $ in Millions | May 31, 2017 | Feb. 28, 2017 | May 31, 2016 | Feb. 29, 2016 |
Condensed Financial Statements, Captions [Line Items] | ||||
Percentage of parent ownership of subsidiary guarantors | 100.00% | |||
Current assets: | ||||
Cash and cash equivalents | $ 199.1 | $ 177.4 | $ 167.3 | $ 83.1 |
Accounts receivable | 832 | 737 | ||
Inventories | 1,936.9 | 1,955.1 | ||
Intercompany receivable | 0 | 0 | ||
Prepaid expenses and other | 392.5 | 360.5 | ||
Total current assets | 3,360.5 | 3,230 | ||
Property, plant and equipment | 4,186.9 | 3,932.8 | 3,507.2 | |
Investments in subsidiaries | 0 | 0 | ||
Goodwill | 7,972.3 | 7,920.5 | 7,138.6 | |
Intangible assets | 3,289.7 | 3,377.7 | ||
Intercompany notes receivable | 0 | 0 | ||
Other assets | 150 | 141.4 | ||
Total assets | 18,959.4 | 18,602.4 | 17,630 | |
Current liabilities: | ||||
Notes payable to banks | 988.1 | 606.5 | ||
Current maturities of long-term debt | 146.2 | 910.9 | ||
Accounts payable | 558.8 | 559.8 | ||
Intercompany payable | 0 | 0 | ||
Other accrued expenses and liabilities | 489.3 | 620.4 | ||
Total current liabilities | 2,182.4 | 2,697.6 | ||
Long-term debt, less current maturities | 8,077.2 | 7,720.7 | ||
Deferred income taxes | 1,135.5 | 1,133.6 | ||
Intercompany notes payable | 0 | 0 | ||
Other liabilities | 166.5 | 165.7 | ||
Total liabilities | 11,561.6 | 11,717.6 | ||
Total CBI stockholders’ equity | 7,389.7 | 6,891.2 | ||
Noncontrolling interests | 8.1 | (6.4) | ||
Total stockholders’ equity | 7,397.8 | 6,884.8 | ||
Total liabilities and stockholders’ equity | 18,959.4 | 18,602.4 | ||
Eliminations [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable | 0 | 0 | ||
Inventories | (183.5) | (166.6) | ||
Intercompany receivable | (65,963.9) | (62,723.1) | ||
Prepaid expenses and other | (12.6) | 76.3 | ||
Total current assets | (66,160) | (62,813.4) | ||
Property, plant and equipment | 0 | 0 | ||
Investments in subsidiaries | (14,609.7) | (14,009.2) | ||
Goodwill | 0 | 0 | ||
Intangible assets | 0 | 0 | ||
Intercompany notes receivable | (5,231) | (5,363.4) | ||
Other assets | 0 | 0 | ||
Total assets | (86,000.7) | (82,186) | ||
Current liabilities: | ||||
Notes payable to banks | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Intercompany payable | (65,963.9) | (62,723.1) | ||
Other accrued expenses and liabilities | (41) | 31.6 | ||
Total current liabilities | (66,004.9) | (62,691.5) | ||
Long-term debt, less current maturities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Intercompany notes payable | (5,231) | (5,363.4) | ||
Other liabilities | 0 | 0 | ||
Total liabilities | (71,235.9) | (68,054.9) | ||
Total CBI stockholders’ equity | (14,764.8) | (14,131.1) | ||
Noncontrolling interests | 0 | 0 | ||
Total stockholders’ equity | (14,764.8) | (14,131.1) | ||
Total liabilities and stockholders’ equity | (86,000.7) | (82,186) | ||
Parent Company [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 32.6 | 9.6 | 21.2 | 6 |
Accounts receivable | 1.7 | 2.4 | ||
Inventories | 170.8 | 162.3 | ||
Intercompany receivable | 22,818.1 | 21,927.8 | ||
Prepaid expenses and other | 90.6 | 40.4 | ||
Total current assets | 23,113.8 | 22,142.5 | ||
Property, plant and equipment | 70.1 | 69.5 | ||
Investments in subsidiaries | 14,483.5 | 13,884.2 | ||
Goodwill | 0 | 0 | ||
Intangible assets | 0 | 0 | ||
Intercompany notes receivable | 5,129.9 | 5,074.5 | ||
Other assets | 17.8 | 17.9 | ||
Total assets | 42,815.1 | 41,188.6 | ||
Current liabilities: | ||||
Notes payable to banks | 485 | 231 | ||
Current maturities of long-term debt | 4.5 | 767.9 | ||
Accounts payable | 35.7 | 47.6 | ||
Intercompany payable | 29,013 | 27,675.4 | ||
Other accrued expenses and liabilities | 201.8 | 270.2 | ||
Total current liabilities | 29,740 | 28,992.1 | ||
Long-term debt, less current maturities | 5,638.1 | 5,260.2 | ||
Deferred income taxes | 13.6 | 13.3 | ||
Intercompany notes payable | 0 | 0 | ||
Other liabilities | 33.7 | 31.8 | ||
Total liabilities | 35,425.4 | 34,297.4 | ||
Total CBI stockholders’ equity | 7,389.7 | 6,891.2 | ||
Noncontrolling interests | 0 | 0 | ||
Total stockholders’ equity | 7,389.7 | 6,891.2 | ||
Total liabilities and stockholders’ equity | 42,815.1 | 41,188.6 | ||
Subsidiary Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 6.9 | 5.8 | 6.9 | 4.2 |
Accounts receivable | 10.1 | 18.5 | ||
Inventories | 1,578.4 | 1,628.5 | ||
Intercompany receivable | 29,965.6 | 28,384.7 | ||
Prepaid expenses and other | 66.8 | 74.8 | ||
Total current assets | 31,627.8 | 30,112.3 | ||
Property, plant and equipment | 942.8 | 951.1 | ||
Investments in subsidiaries | 126.2 | 125 | ||
Goodwill | 6,587.8 | 6,589.9 | ||
Intangible assets | 866.9 | 955.1 | ||
Intercompany notes receivable | 0 | 188.3 | ||
Other assets | 77.2 | 77.2 | ||
Total assets | 40,228.7 | 38,998.9 | ||
Current liabilities: | ||||
Notes payable to banks | 0 | 0 | ||
Current maturities of long-term debt | 15.1 | 16.3 | ||
Accounts payable | 157.7 | 146.2 | ||
Intercompany payable | 23,973 | 22,786.3 | ||
Other accrued expenses and liabilities | 219.4 | 164.8 | ||
Total current liabilities | 24,365.2 | 23,113.6 | ||
Long-term debt, less current maturities | 19.3 | 23 | ||
Deferred income taxes | 814.1 | 823.2 | ||
Intercompany notes payable | 5,201.3 | 5,334 | ||
Other liabilities | 21.2 | 18.9 | ||
Total liabilities | 30,421.1 | 29,312.7 | ||
Total CBI stockholders’ equity | 9,807.6 | 9,686.2 | ||
Noncontrolling interests | 0 | 0 | ||
Total stockholders’ equity | 9,807.6 | 9,686.2 | ||
Total liabilities and stockholders’ equity | 40,228.7 | 38,998.9 | ||
Subsidiary Nonguarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 159.6 | 162 | $ 139.2 | $ 72.9 |
Accounts receivable | 820.2 | 716.1 | ||
Inventories | 371.2 | 330.9 | ||
Intercompany receivable | 13,180.2 | 12,410.6 | ||
Prepaid expenses and other | 247.7 | 169 | ||
Total current assets | 14,778.9 | 13,788.6 | ||
Property, plant and equipment | 3,174 | 2,912.2 | ||
Investments in subsidiaries | 0 | 0 | ||
Goodwill | 1,384.5 | 1,330.6 | ||
Intangible assets | 2,422.8 | 2,422.6 | ||
Intercompany notes receivable | 101.1 | 100.6 | ||
Other assets | 55 | 46.3 | ||
Total assets | 21,916.3 | 20,600.9 | ||
Current liabilities: | ||||
Notes payable to banks | 503.1 | 375.5 | ||
Current maturities of long-term debt | 126.6 | 126.7 | ||
Accounts payable | 365.4 | 366 | ||
Intercompany payable | 12,977.9 | 12,261.4 | ||
Other accrued expenses and liabilities | 109.1 | 153.8 | ||
Total current liabilities | 14,082.1 | 13,283.4 | ||
Long-term debt, less current maturities | 2,419.8 | 2,437.5 | ||
Deferred income taxes | 307.8 | 297.1 | ||
Intercompany notes payable | 29.7 | 29.4 | ||
Other liabilities | 111.6 | 115 | ||
Total liabilities | 16,951 | 16,162.4 | ||
Total CBI stockholders’ equity | 4,957.2 | 4,444.9 | ||
Noncontrolling interests | 8.1 | (6.4) | ||
Total stockholders’ equity | 4,965.3 | 4,438.5 | ||
Total liabilities and stockholders’ equity | $ 21,916.3 | $ 20,600.9 |
Condensed Consolidating Finan58
Condensed Consolidating Financial Information (Details 1) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Condensed Consolidating Statement of Comprehensive Income | ||
Sales | $ 2,115.3 | $ 2,053 |
Less – excise taxes | (179.8) | (181.2) |
Net sales | 1,935.5 | 1,871.8 |
Cost of product sold | (940.2) | (990.5) |
Gross profit | 995.3 | 881.3 |
Selling, general and administrative expenses | (427.2) | (328.6) |
Operating income | 568.1 | 552.7 |
Equity in earnings of equity method investees and subsidiaries | 0.4 | 0.7 |
Interest income | 0.1 | 0.4 |
Intercompany interest income | 0 | 0 |
Interest expense | (82.5) | (85) |
Intercompany interest expense | 0 | 0 |
Loss on write-off of debt issuance costs | (6.7) | 0 |
Income before income taxes | 479.4 | 468.8 |
(Provision for) benefit from income taxes | (74.1) | (149.7) |
Net income | 405.3 | 319.1 |
Net income attributable to noncontrolling interests | (2.5) | (0.8) |
Net income attributable to CBI | 402.8 | 318.3 |
Comprehensive income attributable to CBI | 590.3 | 314.3 |
Eliminations [Member] | ||
Condensed Consolidating Statement of Comprehensive Income | ||
Sales | (1,246.2) | (1,223.6) |
Less – excise taxes | 0 | 0 |
Net sales | (1,246.2) | (1,223.6) |
Cost of product sold | 1,221.9 | 1,177.2 |
Gross profit | (24.3) | (46.4) |
Selling, general and administrative expenses | 8.9 | 11 |
Operating income | (15.4) | (35.4) |
Equity in earnings of equity method investees and subsidiaries | (434.7) | (370.5) |
Interest income | 0 | 0 |
Intercompany interest income | (152) | (130.7) |
Interest expense | 0 | 0 |
Intercompany interest expense | 152 | 130.7 |
Loss on write-off of debt issuance costs | 0 | |
Income before income taxes | (450.1) | (405.9) |
(Provision for) benefit from income taxes | (16.2) | 11.4 |
Net income | (466.3) | (394.5) |
Net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to CBI | (466.3) | (394.5) |
Comprehensive income attributable to CBI | (655.5) | (390.2) |
Parent Company [Member] | ||
Condensed Consolidating Statement of Comprehensive Income | ||
Sales | 698.8 | 623.7 |
Less – excise taxes | (83.7) | (78) |
Net sales | 615.1 | 545.7 |
Cost of product sold | (477.2) | (451.4) |
Gross profit | 137.9 | 94.3 |
Selling, general and administrative expenses | (104.9) | (91.3) |
Operating income | 33 | 3 |
Equity in earnings of equity method investees and subsidiaries | 433.5 | 368.9 |
Interest income | 0 | 0.1 |
Intercompany interest income | 57.9 | 57.4 |
Interest expense | (65.2) | (74.3) |
Intercompany interest expense | (93.3) | (73.1) |
Loss on write-off of debt issuance costs | (6.7) | |
Income before income taxes | 359.2 | 282 |
(Provision for) benefit from income taxes | 43.6 | 36.3 |
Net income | 402.8 | 318.3 |
Net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to CBI | 402.8 | 318.3 |
Comprehensive income attributable to CBI | 590.3 | 314.3 |
Subsidiary Guarantors [Member] | ||
Condensed Consolidating Statement of Comprehensive Income | ||
Sales | 1,794.2 | 1,686.8 |
Less – excise taxes | (93.4) | (86.9) |
Net sales | 1,700.8 | 1,599.9 |
Cost of product sold | (1,232) | (1,151.5) |
Gross profit | 468.8 | 448.4 |
Selling, general and administrative expenses | (303.3) | (193.1) |
Operating income | 165.5 | 255.3 |
Equity in earnings of equity method investees and subsidiaries | 1.1 | 2.3 |
Interest income | 0 | 0 |
Intercompany interest income | 93.3 | 73.3 |
Interest expense | (0.3) | (0.4) |
Intercompany interest expense | (58.1) | (57.4) |
Loss on write-off of debt issuance costs | 0 | |
Income before income taxes | 201.5 | 273.1 |
(Provision for) benefit from income taxes | (65.5) | (105.9) |
Net income | 136 | 167.2 |
Net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to CBI | 136 | 167.2 |
Comprehensive income attributable to CBI | 135.3 | 168.7 |
Subsidiary Nonguarantors [Member] | ||
Condensed Consolidating Statement of Comprehensive Income | ||
Sales | 868.5 | 966.1 |
Less – excise taxes | (2.7) | (16.3) |
Net sales | 865.8 | 949.8 |
Cost of product sold | (452.9) | (564.8) |
Gross profit | 412.9 | 385 |
Selling, general and administrative expenses | (27.9) | (55.2) |
Operating income | 385 | 329.8 |
Equity in earnings of equity method investees and subsidiaries | 0.5 | 0 |
Interest income | 0.1 | 0.3 |
Intercompany interest income | 0.8 | 0 |
Interest expense | (17) | (10.3) |
Intercompany interest expense | (0.6) | (0.2) |
Loss on write-off of debt issuance costs | 0 | |
Income before income taxes | 368.8 | 319.6 |
(Provision for) benefit from income taxes | (36) | (91.5) |
Net income | 332.8 | 228.1 |
Net income attributable to noncontrolling interests | (2.5) | (0.8) |
Net income attributable to CBI | 330.3 | 227.3 |
Comprehensive income attributable to CBI | $ 520.2 | $ 221.5 |
Condensed Consolidating Finan59
Condensed Consolidating Financial Information (Details 2) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | $ 381.6 | $ 345.9 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (217.1) | (169.4) |
Payments related to sale of business | (5) | 0 |
Net proceeds from (repayments of) intercompany notes | 0 | 0 |
Net returns of capital from (investments in) equity affiliates | 0 | 0 |
Other investing activities | 0.8 | 0.4 |
Purchase of business | 0 | (284.9) |
Net cash used in investing activities | (221.3) | (453.9) |
Cash flows from financing activities: | ||
Dividends paid to parent company | 0 | 0 |
Net contributions from equity affiliates | 0 | 0 |
Net proceeds from (repayments of) intercompany notes | 0 | 0 |
Principal payments of long-term debt | (1,913.4) | (94.2) |
Dividends paid | (100.5) | (79.3) |
Payments of minimum tax withholdings on stock-based payment awards | (22.3) | (45.5) |
Payments of debt issuance costs | (11.8) | (3.2) |
Proceeds from issuance of long-term debt | 1,508.5 | 709.5 |
Net proceeds from (repayments of) notes payable | 381.3 | (379.1) |
Proceeds from shares issued under equity compensation plans | 16.6 | 15.9 |
Excess tax benefits from stock-based payment awards | 0 | 68.8 |
Purchases of treasury stock | 0 | (1) |
Net cash provided by (used in) financing activities | (141.6) | 191.9 |
Effect of exchange rate changes on cash and cash equivalents | 3 | 0.3 |
Net increase in cash and cash equivalents | 21.7 | 84.2 |
Cash and cash equivalents, beginning of period | 177.4 | 83.1 |
Cash and cash equivalents, end of period | 199.1 | 167.3 |
Eliminations [Member] | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | 0 | 0 |
Payments related to sale of business | 0 | |
Net proceeds from (repayments of) intercompany notes | (420.2) | 377.3 |
Net returns of capital from (investments in) equity affiliates | 5.8 | (354.8) |
Other investing activities | 0 | 0 |
Purchase of business | 0 | |
Net cash used in investing activities | (414.4) | 22.5 |
Cash flows from financing activities: | ||
Dividends paid to parent company | 8 | 357 |
Net contributions from equity affiliates | (13.8) | (2.2) |
Net proceeds from (repayments of) intercompany notes | 420.2 | (377.3) |
Principal payments of long-term debt | 0 | 0 |
Dividends paid | 0 | 0 |
Payments of minimum tax withholdings on stock-based payment awards | 0 | 0 |
Payments of debt issuance costs | 0 | 0 |
Proceeds from issuance of long-term debt | 0 | 0 |
Net proceeds from (repayments of) notes payable | 0 | 0 |
Proceeds from shares issued under equity compensation plans | 0 | 0 |
Excess tax benefits from stock-based payment awards | 0 | |
Purchases of treasury stock | 0 | |
Net cash provided by (used in) financing activities | 414.4 | (22.5) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Parent Company [Member] | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (161) | (221.8) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (4.8) | (4.1) |
Payments related to sale of business | 0 | |
Net proceeds from (repayments of) intercompany notes | 419.3 | (377.2) |
Net returns of capital from (investments in) equity affiliates | (5.8) | 354.8 |
Other investing activities | 0 | 0.1 |
Purchase of business | 0 | |
Net cash used in investing activities | 408.7 | (26.4) |
Cash flows from financing activities: | ||
Dividends paid to parent company | 0 | 0 |
Net contributions from equity affiliates | 0 | 0 |
Net proceeds from (repayments of) intercompany notes | (1.7) | 275.5 |
Principal payments of long-term debt | (1,876.8) | (16.5) |
Dividends paid | (100.5) | (79.3) |
Payments of minimum tax withholdings on stock-based payment awards | 0 | 0 |
Payments of debt issuance costs | (11.8) | 0 |
Proceeds from issuance of long-term debt | 1,495.5 | 0 |
Net proceeds from (repayments of) notes payable | 254 | 0 |
Proceeds from shares issued under equity compensation plans | 16.6 | 15.9 |
Excess tax benefits from stock-based payment awards | 68.8 | |
Purchases of treasury stock | (1) | |
Net cash provided by (used in) financing activities | (224.7) | 263.4 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase in cash and cash equivalents | 23 | 15.2 |
Cash and cash equivalents, beginning of period | 9.6 | 6 |
Cash and cash equivalents, end of period | 32.6 | 21.2 |
Subsidiaries Guarantors [Member] | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 451.6 | 1 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (25.6) | (27.5) |
Payments related to sale of business | 0 | |
Net proceeds from (repayments of) intercompany notes | 0.9 | (0.1) |
Net returns of capital from (investments in) equity affiliates | 0 | 0 |
Other investing activities | 0 | 0 |
Purchase of business | (284.9) | |
Net cash used in investing activities | (24.7) | (312.5) |
Cash flows from financing activities: | ||
Dividends paid to parent company | 0 | 0 |
Net contributions from equity affiliates | 13.6 | 0.1 |
Net proceeds from (repayments of) intercompany notes | (413.1) | 362.6 |
Principal payments of long-term debt | (4.9) | (6) |
Dividends paid | 0 | 0 |
Payments of minimum tax withholdings on stock-based payment awards | (21.4) | (42.5) |
Payments of debt issuance costs | 0 | 0 |
Proceeds from issuance of long-term debt | 0 | 0 |
Net proceeds from (repayments of) notes payable | 0 | 0 |
Proceeds from shares issued under equity compensation plans | 0 | 0 |
Excess tax benefits from stock-based payment awards | 0 | |
Purchases of treasury stock | 0 | |
Net cash provided by (used in) financing activities | (425.8) | 314.2 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase in cash and cash equivalents | 1.1 | 2.7 |
Cash and cash equivalents, beginning of period | 5.8 | 4.2 |
Cash and cash equivalents, end of period | 6.9 | 6.9 |
Subsidiary Nonguarantors [Member] | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 91 | 566.7 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (186.7) | (137.8) |
Payments related to sale of business | (5) | |
Net proceeds from (repayments of) intercompany notes | 0 | 0 |
Net returns of capital from (investments in) equity affiliates | 0 | 0 |
Other investing activities | 0.8 | 0.3 |
Purchase of business | 0 | |
Net cash used in investing activities | (190.9) | (137.5) |
Cash flows from financing activities: | ||
Dividends paid to parent company | (8) | (357) |
Net contributions from equity affiliates | 0.2 | 2.1 |
Net proceeds from (repayments of) intercompany notes | (5.4) | (260.8) |
Principal payments of long-term debt | (31.7) | (71.7) |
Dividends paid | 0 | 0 |
Payments of minimum tax withholdings on stock-based payment awards | (0.9) | (3) |
Payments of debt issuance costs | 0 | (3.2) |
Proceeds from issuance of long-term debt | 13 | 709.5 |
Net proceeds from (repayments of) notes payable | 127.3 | (379.1) |
Proceeds from shares issued under equity compensation plans | 0 | 0 |
Excess tax benefits from stock-based payment awards | 0 | |
Purchases of treasury stock | 0 | |
Net cash provided by (used in) financing activities | 94.5 | (363.2) |
Effect of exchange rate changes on cash and cash equivalents | 3 | 0.3 |
Net increase in cash and cash equivalents | (2.4) | 66.3 |
Cash and cash equivalents, beginning of period | 162 | 72.9 |
Cash and cash equivalents, end of period | $ 159.6 | $ 139.2 |
Business Segment Information (D
Business Segment Information (Details) - USD ($) $ in Millions | May 31, 2017 | May 31, 2017 | May 31, 2016 | Feb. 28, 2017 |
Cost of product sold | ||||
Net gain (loss) on undesignated commodity derivative contracts | $ 1.6 | $ 2.6 | ||
Total cost of product sold | (940.2) | (990.5) | ||
Selling, general and administrative expenses | ||||
Costs associated with the Canadian Divestiture and related activities | $ (15.2) | (3.2) | $ (12) | |
Total selling, general and administrative expenses | (427.2) | (328.6) | ||
Comparable Adjustments [Member] | ||||
Cost of product sold | ||||
Flow through of inventory step-up | (7) | (8.1) | ||
Amortization of favorable interim supply agreement | 0 | (2.2) | ||
Total cost of product sold | (7.7) | 11.1 | ||
Selling, general and administrative expenses | ||||
Impairment of intangible assets | (86.8) | 0 | ||
Costs associated with the Canadian Divestiture and related activities | (3.2) | (3.7) | ||
Transaction, integration and other acquisition-related costs | (1.6) | (2.3) | ||
Other losses | (1.4) | (1.1) | ||
Total selling, general and administrative expenses | (93) | (7.1) | ||
Comparable Adjustments, Operating income (loss) | (100.7) | 4 | ||
Comparable Adjustments [Member] | Commodity derivative contracts [Member] | ||||
Cost of product sold | ||||
Net gain (loss) on undesignated commodity derivative contracts | (3.1) | 13.1 | ||
Settlements of undesignated commodity derivative contracts | $ 2.4 | $ 8.3 |
Business Segment Information 61
Business Segment Information (Details 1) - USD ($) $ in Millions | 3 Months Ended | ||
May 31, 2017 | May 31, 2016 | Feb. 28, 2017 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,935.5 | $ 1,871.8 | |
Segment operating income (loss) | 568.1 | 552.7 | |
Long-lived tangible assets | 4,186.9 | 3,507.2 | $ 3,932.8 |
Total assets | 18,959.4 | 17,630 | $ 18,602.4 |
Capital expenditures | 217.1 | 169.4 | |
Depreciation and amortization | 71.5 | 60 | |
Equity in earnings of equity method investees | 0.4 | 0.7 | |
Investments in equity method investees | 98.6 | 82.4 | |
Operating Segments [Member] | Beer [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,242.3 | 1,151 | |
Segment operating income (loss) | 500.6 | 409.3 | |
Long-lived tangible assets | 3,081.1 | 2,362.3 | |
Total assets | 11,679.1 | 10,276.3 | |
Capital expenditures | 191.2 | 145 | |
Depreciation and amortization | 39.8 | 25.9 | |
Operating Segments [Member] | Wine and Spirits [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 693.2 | 720.8 | |
Segment operating income (loss) | 205.6 | 168 | |
Long-lived tangible assets | 982.2 | 1,035.3 | |
Total assets | 6,888.3 | 6,984.8 | |
Capital expenditures | 21.6 | 12.5 | |
Depreciation and amortization | 22.6 | 24.9 | |
Equity in earnings of equity method investees | 0.2 | 0.8 | |
Investments in equity method investees | 77.3 | 76.5 | |
Operating Segments [Member] | Wine and Spirits [Member] | Wine [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 605 | 643.1 | |
Operating Segments [Member] | Wine and Spirits [Member] | Spirits [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 88.2 | 77.7 | |
Operating Segments [Member] | Corporate Operations and Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Segment operating income (loss) | (37.4) | (28.6) | |
Long-lived tangible assets | 123.6 | 109.6 | |
Total assets | 392 | 368.9 | |
Capital expenditures | 4.3 | 11.9 | |
Depreciation and amortization | 9.1 | 7 | |
Equity in earnings of equity method investees | 0.2 | (0.1) | |
Investments in equity method investees | 21.3 | 5.9 | |
Comparable Adjustments [Member] | |||
Segment Reporting Information [Line Items] | |||
Segment operating income (loss) | (100.7) | 4 | |
Depreciation and amortization | $ 0 | $ 2.2 |
Business Segment Information 62
Business Segment Information (Details Textual) | 3 Months Ended |
May 31, 2017divisionsegment | |
Segment Reporting [Abstract] | |
Number of business divisions | division | 2 |
Number of reportable operating segments | segment | 3 |