CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION: The following information sets forth the condensed consolidating balance sheets as of May 31, 2018 , and February 28, 2018 , the condensed consolidating statements of comprehensive income for the three months ended May 31, 2018 , and May 31, 2017 , and the condensed consolidating statements of cash flows for the three months ended May 31, 2018 , and May 31, 2017 , 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 2018 Annual Report, and include the accounting policies and the recently adopted accounting guidance described in Note 1 and Note 2 herein. 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, 2018 Current assets: Cash and cash equivalents $ 5.3 $ 2.8 $ 201.9 $ — $ 210.0 Accounts receivable 0.7 20.4 806.8 — 827.9 Inventories 188.9 1,514.6 575.5 (210.6 ) 2,068.4 Intercompany receivable 27,854.8 37,920.3 19,261.5 (85,036.6 ) — Prepaid expenses and other 98.8 71.0 378.5 (49.8 ) 498.5 Total current assets 28,148.5 39,529.1 21,224.2 (85,297.0 ) 3,604.8 Property, plant and equipment 81.3 790.8 3,943.7 — 4,815.8 Investments in subsidiaries 23,892.2 447.7 6,017.9 (30,357.8 ) — Goodwill — 6,185.5 1,865.0 — 8,050.5 Intangible assets — 716.9 2,584.7 — 3,301.6 Intercompany notes receivable 6,082.7 2,271.0 — (8,353.7 ) — Other assets 37.3 3.3 3,304.3 (20.9 ) 3,324.0 Total assets $ 58,242.0 $ 49,944.3 $ 38,939.8 $ (124,029.4 ) $ 23,096.7 Current liabilities: Short-term borrowings $ 239.7 $ — $ 430.0 $ — $ 669.7 Current maturities of long-term debt 7.1 13.6 0.2 — 20.9 Accounts payable 55.2 106.0 489.1 — 650.3 Intercompany payable 37,872.8 29,665.1 17,498.7 (85,036.6 ) — Other accrued expenses and liabilities 312.5 285.8 138.7 (87.4 ) 649.6 Total current liabilities 38,487.3 30,070.5 18,556.7 (85,124.0 ) 1,990.5 Long-term debt, less current maturities 9,168.9 16.6 230.9 — 9,416.4 Intercompany notes payable — 4,886.6 3,467.1 (8,353.7 ) — Other liabilities 29.4 513.1 602.4 (20.9 ) 1,124.0 Total liabilities 47,685.6 35,486.8 22,857.1 (93,498.6 ) 12,530.9 Total CBI stockholders’ equity 10,556.4 14,457.5 16,073.3 (30,530.8 ) 10,556.4 Noncontrolling interests — — 9.4 — 9.4 Total stockholders’ equity 10,556.4 14,457.5 16,082.7 (30,530.8 ) 10,565.8 Total liabilities and stockholders’ equity $ 58,242.0 $ 49,944.3 $ 38,939.8 $ (124,029.4 ) $ 23,096.7 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Balance Sheet at February 28, 2018 Current assets: Cash and cash equivalents $ 4.6 $ 4.4 $ 81.3 $ — $ 90.3 Accounts receivable 2.0 12.6 761.6 — 776.2 Inventories 184.3 1,537.5 546.6 (184.4 ) 2,084.0 Intercompany receivable 27,680.0 37,937.5 18,940.8 (84,558.3 ) — Prepaid expenses and other 138.4 77.7 311.0 (3.6 ) 523.5 Total current assets 28,009.3 39,569.7 20,641.3 (84,746.3 ) 3,474.0 Property, plant and equipment 76.2 775.7 3,937.8 — 4,789.7 Investments in subsidiaries 20,948.7 442.0 5,876.9 (27,267.6 ) — Goodwill — 6,185.5 1,897.6 — 8,083.1 Intangible assets — 718.2 2,586.6 — 3,304.8 Intercompany notes receivable 6,236.4 2,435.4 — (8,671.8 ) — Other assets 33.1 4.7 866.7 (17.4 ) 887.1 Total assets $ 55,303.7 $ 50,131.2 $ 35,806.9 $ (120,703.1 ) $ 20,538.7 Current liabilities: Short-term borrowings $ 266.9 $ — $ 479.9 $ — $ 746.8 Current maturities of long-term debt 7.1 15.0 0.2 — 22.3 Accounts payable 63.4 128.3 400.5 — 592.2 Intercompany payable 37,408.2 30,029.7 17,120.4 (84,558.3 ) — Other accrued expenses and liabilities 356.2 199.3 150.5 (27.7 ) 678.3 Total current liabilities 38,101.8 30,372.3 18,151.5 (84,586.0 ) 2,039.6 Long-term debt, less current maturities 9,166.9 9.1 241.6 — 9,417.6 Intercompany notes payable — 5,029.2 3,642.6 (8,671.8 ) — Other liabilities 59.9 493.5 553.8 (17.4 ) 1,089.8 Total liabilities 47,328.6 35,904.1 22,589.5 (93,275.2 ) 12,547.0 Total CBI stockholders’ equity 7,975.1 14,227.1 13,200.8 (27,427.9 ) 7,975.1 Noncontrolling interests — — 16.6 — 16.6 Total stockholders’ equity 7,975.1 14,227.1 13,217.4 (27,427.9 ) 7,991.7 Total liabilities and stockholders’ equity $ 55,303.7 $ 50,131.2 $ 35,806.9 $ (120,703.1 ) $ 20,538.7 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended May 31, 2018 Sales $ 682.6 $ 1,881.2 $ 1,007.6 $ (1,341.4 ) $ 2,230.0 Excise taxes (78.8 ) (100.9 ) (3.2 ) — (182.9 ) Net sales 603.8 1,780.3 1,004.4 (1,341.4 ) 2,047.1 Cost of product sold (486.8 ) (1,322.1 ) (498.3 ) 1,308.7 (998.5 ) Gross profit 117.0 458.2 506.1 (32.7 ) 1,048.6 Selling, general and administrative expenses (141.3 ) (238.7 ) (49.5 ) 6.3 (423.2 ) Operating income (loss) (24.3 ) 219.5 456.6 (26.4 ) 625.4 Equity in earnings (losses) of equity method investees and subsidiaries 910.6 (12.5 ) 147.2 (1,040.6 ) 4.7 Unrealized gain on equity securities — — 258.3 — 258.3 Net gain on sale of unconsolidated investment — — 101.4 — 101.4 Interest income — — 0.4 — 0.4 Intercompany interest income 67.6 158.8 0.9 (227.3 ) — Interest expense (80.3 ) (0.3 ) (7.6 ) — (88.2 ) Intercompany interest expense (133.6 ) (49.5 ) (44.2 ) 227.3 — Income before income taxes 740.0 316.0 913.0 (1,067.0 ) 902.0 (Provision for) benefit from income taxes 3.8 (76.9 ) (96.1 ) 13.5 (155.7 ) Net income 743.8 239.1 816.9 (1,053.5 ) 746.3 Net income attributable to noncontrolling interests — — (2.5 ) — (2.5 ) Net income attributable to CBI $ 743.8 $ 239.1 $ 814.4 $ (1,053.5 ) $ 743.8 Comprehensive income attributable to CBI $ 568.1 $ 238.5 $ 638.2 $ (876.7 ) $ 568.1 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended May 31, 2017 Sales $ 694.9 $ 1,750.1 $ 903.3 $ (1,240.0 ) $ 2,108.3 Excise taxes (83.6 ) (93.4 ) (2.8 ) — (179.8 ) Net sales 611.3 1,656.7 900.5 (1,240.0 ) 1,928.5 Cost of product sold (477.2 ) (1,214.6 ) (470.3 ) 1,221.9 (940.2 ) Gross profit 134.1 442.1 430.2 (18.1 ) 988.3 Selling, general and administrative expenses (105.0 ) (281.5 ) (43.5 ) 2.8 (427.2 ) Operating income 29.1 160.6 386.7 (15.3 ) 561.1 Equity in earnings (losses) of equity method investees and subsidiaries 431.6 (11.5 ) 114.3 (534.0 ) 0.4 Interest income — — 0.1 — 0.1 Intercompany interest income 57.9 117.4 1.2 (176.5 ) — Interest expense (65.2 ) (0.3 ) (17.0 ) — (82.5 ) Intercompany interest expense (93.3 ) (49.3 ) (33.9 ) 176.5 — Loss on extinguishment of debt (6.7 ) — — — (6.7 ) Income before income taxes 353.4 216.9 451.4 (549.3 ) 472.4 (Provision for) benefit from income taxes 45.1 (68.4 ) (31.9 ) (16.2 ) (71.4 ) Net income 398.5 148.5 419.5 (565.5 ) 401.0 Net income attributable to noncontrolling interests — — (2.5 ) — (2.5 ) Net income attributable to CBI $ 398.5 $ 148.5 $ 417.0 $ (565.5 ) $ 398.5 Comprehensive income attributable to CBI $ 586.0 $ 149.4 $ 605.7 $ (755.1 ) $ 586.0 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Cash Flows for the Three Months Ended May 31, 2018 Net cash provided by (used in) operating activities $ (133.6 ) $ 329.1 $ 308.5 $ — $ 504.0 Cash flows from investing activities: Purchases of property, plant and equipment (3.9 ) (26.8 ) (137.5 ) — (168.2 ) Proceeds from sale of unconsolidated investment — — 110.2 — 110.2 Net proceeds from intercompany notes 265.3 80.5 1.3 (347.1 ) — Net returns of capital from equity affiliates 2.1 — — (2.1 ) — Other investing activities 0.3 0.5 3.7 — 4.5 Net cash provided by (used in) investing activities 263.8 54.2 (22.3 ) (349.2 ) (53.5 ) Cash flows from financing activities: Dividends paid to parent company — — (17.0 ) 17.0 — Net contributions from equity affiliates — 6.8 8.1 (14.9 ) — Net proceeds from (repayments of) intercompany notes 132.3 (374.8 ) (104.6 ) 347.1 — Dividends paid (140.5 ) — — — (140.5 ) Purchases of treasury stock (100.0 ) — — — (100.0 ) Net repayments of short-term borrowings (27.7 ) — (49.8 ) — (77.5 ) Payments of minimum tax withholdings on stock-based payment awards — (12.3 ) (0.6 ) — (12.9 ) Principal payments of long-term debt (1.2 ) (4.6 ) (0.1 ) — (5.9 ) Proceeds from shares issued under equity compensation plans 7.6 — — — 7.6 Net cash used in financing activities (129.5 ) (384.9 ) (164.0 ) 349.2 (329.2 ) Effect of exchange rate changes on cash and cash equivalents — — (1.6 ) — (1.6 ) Net increase (decrease) in cash and cash equivalents 0.7 (1.6 ) 120.6 — 119.7 Cash and cash equivalents, beginning of period 4.6 4.4 81.3 — 90.3 Cash and cash equivalents, end of period $ 5.3 $ 2.8 $ 201.9 $ — $ 210.0 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 ) $ 488.9 $ 53.7 $ — $ 381.6 Cash flows from investing activities: Purchases of property, plant and equipment (4.8 ) (21.9 ) (190.4 ) — (217.1 ) Net proceeds from intercompany notes 419.3 — 0.9 (420.2 ) — Net investments in equity affiliates (5.8 ) — — 5.8 — Other investing activities — — (4.2 ) — (4.2 ) Net cash provided by (used in) investing activities 408.7 (21.9 ) (193.7 ) (414.4 ) (221.3 ) Cash flows from financing activities: Dividends paid to parent company — — (8.0 ) 8.0 — Net contributions from equity affiliates — 11.3 2.5 (13.8 ) — Net proceeds from (repayments of) intercompany notes (1.7 ) (450.9 ) 32.4 420.2 — Dividends paid (100.5 ) — — — (100.5 ) Net proceeds from short-term borrowings 254.0 — 127.3 — 381.3 Payments of minimum tax withholdings on stock-based payment awards — (21.4 ) (0.9 ) — (22.3 ) Principal payments of long-term debt (1,876.8 ) (4.9 ) (31.7 ) — (1,913.4 ) Proceeds from shares issued under equity compensation plans 16.6 — — — 16.6 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 cash provided by (used in) financing activities (224.7 ) (465.9 ) 134.6 414.4 (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 5.3 162.5 — 177.4 Cash and cash equivalents, end of period $ 32.6 $ 6.4 $ 160.1 $ — $ 199.1 |