Cover Page
Cover Page - shares | 6 Months Ended | |
Aug. 31, 2020 | Sep. 28, 2020 | |
Entity Central Index Key | 0000016918 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --02-28 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-08495 | |
Entity Registrant Name | CONSTELLATION BRANDS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-0716709 | |
Entity Address, Address Line One | 207 High Point Drive | |
Entity Address, Address Line Two | Building 100 | |
Entity Address, City or Town | Victor | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14564 | |
City Area Code | 585 | |
Local Phone Number | 678-7100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Class A | ||
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | STZ | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 169,505,458 | |
Class B | ||
Title of 12(b) Security | Class B Common Stock | |
Trading Symbol | STZ.B | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 23,273,727 | |
Class 1 | ||
Entity Common Stock, Shares Outstanding | 1,021,108 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Aug. 31, 2020 | Feb. 29, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 204.6 | $ 81.4 |
Accounts receivable | 926.3 | 864.8 |
Inventories | 1,328.4 | 1,373.6 |
Prepaid expenses and other | 497.1 | 535.8 |
Assets held for sale - current | 580.8 | 628.5 |
Total current assets | 3,537.2 | 3,484.1 |
Property, plant, and equipment | 5,184.9 | 5,333 |
Goodwill | 7,717.4 | 7,757.1 |
Intangible assets | 2,738.3 | 2,718.9 |
Equity method investments | 2,931.9 | 3,093.9 |
Securities measured at fair value | 764 | 1,117.1 |
Deferred income taxes | 2,574.8 | 2,656.3 |
Assets held for sale | 416.6 | 552.1 |
Other assets | 597.4 | 610.7 |
Total assets | 26,462.5 | 27,323.2 |
Current liabilities: | ||
Short-term borrowings | 0 | 238.9 |
Current maturities of long-term debt | 533.8 | 734.9 |
Accounts payable | 651.2 | 557.6 |
Other accrued expenses and liabilities | 724.9 | 780.4 |
Total current liabilities | 1,909.9 | 2,311.8 |
Long-term debt, less current maturities | 11,066.8 | 11,210.8 |
Deferred income taxes and other liabilities | 1,482 | 1,326.3 |
Total liabilities | 14,458.7 | 14,848.9 |
Commitments and contingencies | ||
CBI stockholders’ equity: | ||
Additional paid-in capital | 1,553.6 | 1,514.6 |
Retained earnings | 13,742.2 | 13,695.3 |
Accumulated other comprehensive income (loss) | (815.5) | (266.3) |
Total stockholders’ equity before treasury stock adjustments | 14,482.5 | 14,945.8 |
Less: Treasury stock – | (2,794.5) | (2,814) |
Total CBI stockholders’ equity | 11,688 | 12,131.8 |
Noncontrolling interests | 315.8 | 342.5 |
Total stockholders’ equity | 12,003.8 | 12,474.3 |
Total liabilities and stockholders’ equity | 26,462.5 | 27,323.2 |
Class A | ||
CBI stockholders’ equity: | ||
Common stock, value | 1.9 | 1.9 |
Less: Treasury stock – | (2,792.3) | (2,811.8) |
Class B | ||
CBI stockholders’ equity: | ||
Common stock, value | 0.3 | 0.3 |
Less: Treasury stock – | $ (2.2) | $ (2.2) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Sales | $ 2,459.7 | $ 2,573.4 | $ 4,591.4 | $ 4,855.9 |
Excise taxes | (199.3) | (229.4) | (367.6) | (414.7) |
Net sales | 2,260.4 | 2,344 | 4,223.8 | 4,441.2 |
Cost of product sold | (1,044.6) | (1,158.1) | (2,019.7) | (2,226.6) |
Gross profit | 1,215.8 | 1,185.9 | 2,204.1 | 2,214.6 |
Selling, general, and administrative expenses | (399.1) | (439.4) | (752.4) | (845.4) |
Impairment of assets held for sale | 22 | (27) | (3) | (27) |
Operating income (loss) | 838.7 | 719.5 | 1,448.7 | 1,342.2 |
Income (loss) from unconsolidated investments | (80.7) | (1,324.7) | (651.9) | (2,255.3) |
Interest expense | (100.2) | (111.6) | (200.2) | (226.2) |
Loss on extinguishment of debt | (0.6) | (2.4) | (7.6) | (2.4) |
Income (loss) before income taxes | 657.2 | (719.2) | 589 | (1,141.7) |
(Provision for) benefit from income taxes | (135.4) | 202.2 | (239.8) | 387.6 |
Net income (loss) | 521.8 | (517) | 349.2 | (754.1) |
Net income (loss) attributable to noncontrolling interests | (9.7) | (8.2) | (15) | (16.5) |
Net income (loss) attributable to CBI | 512.1 | (525.2) | 334.2 | (770.6) |
Comprehensive income (loss) | 733.2 | (646.4) | (231.7) | (886.2) |
Comprehensive (income) loss attributable to noncontrolling interests | (14.2) | 0.1 | 16.7 | (7.1) |
Comprehensive income (loss) attributable to CBI | 719 | (646.3) | (215) | (893.3) |
Class A | ||||
Net income (loss) attributable to CBI | $ 455.5 | $ (466.4) | $ 297.3 | $ (684.1) |
Net income (loss) per common share attributable to CBI: | ||||
Net income (loss) per common share attributable to CBI, basic (in dollars per share) | $ 2.68 | $ (2.77) | $ 1.74 | $ (4.08) |
Net income (loss) per common share attributable to CBI, diluted (in dollars per share) | $ 2.62 | $ (2.77) | $ 1.71 | $ (4.08) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding, basic (in shares) | 170,078 | 168,310 | 169,841 | 168,215 |
Weighted average common shares outstanding, diluted (in shares) | 195,142 | 168,310 | 194,962 | 168,215 |
Cash dividends declared per common share: | ||||
Cash dividends declared per common share (in dollars per share) | $ 0.75 | $ 0.75 | $ 1.50 | $ 1.50 |
Class B | ||||
Net income (loss) attributable to CBI | $ 56.6 | $ (58.8) | $ 36.9 | $ (86.5) |
Net income (loss) per common share attributable to CBI: | ||||
Net income (loss) per common share attributable to CBI, basic (in dollars per share) | $ 2.43 | $ (2.52) | $ 1.58 | $ (3.71) |
Net income (loss) per common share attributable to CBI, diluted (in dollars per share) | $ 2.42 | $ (2.52) | $ 1.58 | $ (3.71) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding, basic (in shares) | 23,284 | 23,316 | 23,289 | 23,316 |
Weighted average common shares outstanding, diluted (in shares) | 23,284 | 23,316 | 23,289 | 23,316 |
Cash dividends declared per common share: | ||||
Cash dividends declared per common share (in dollars per share) | $ 0.68 | $ 0.68 | $ 1.36 | $ 1.36 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | Parent | Common StockClass A | Common StockClass B | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest [Member] |
Stockholders' equity, beginning of period at Feb. 28, 2019 | $ 12,837.2 | $ 1.9 | $ 0.3 | $ 1,410.8 | $ 14,276.2 | $ (353.9) | $ (2,784.3) | $ 286.2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (237.1) | (245.4) | 8.3 | ||||||
Other comprehensive income (loss), net of income tax effect | (2.7) | (1.6) | (1.1) | ||||||
Comprehensive income (loss) | (239.8) | ||||||||
Dividends declared | (141.9) | (141.9) | |||||||
Initial recognition of non-controlling interest | 20.2 | 20.2 | |||||||
Shares issued under equity compensation plans | (3) | 0 | 0 | (9.3) | 6.3 | ||||
Stock-based compensation | 15.5 | 15.5 | |||||||
Stockholders' equity, end of period at May. 31, 2019 | 12,488.2 | 1.9 | 0.3 | 1,417 | 13,888.9 | (355.5) | (2,778) | 313.6 | |
Stockholders' equity, beginning of period at Feb. 28, 2019 | 12,837.2 | 1.9 | 0.3 | 1,410.8 | 14,276.2 | (353.9) | (2,784.3) | 286.2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (754.1) | $ (770.6) | |||||||
Other comprehensive income (loss), net of income tax effect | (122.7) | ||||||||
Comprehensive income (loss) | (886.2) | ||||||||
Stockholders' equity, end of period at Aug. 31, 2019 | 11,691 | 1.9 | 0.3 | 1,452.1 | 13,221.4 | (476.6) | (2,821.6) | 313.5 | |
Stockholders' equity, beginning of period at May. 31, 2019 | 12,488.2 | 1.9 | 0.3 | 1,417 | 13,888.9 | (355.5) | (2,778) | 313.6 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (517) | (525.2) | (525.2) | 8.2 | |||||
Other comprehensive income (loss), net of income tax effect | (129.4) | (121.1) | (8.3) | ||||||
Comprehensive income (loss) | (646.4) | ||||||||
Repurchase of shares | (50) | (50) | |||||||
Dividends declared | (142.3) | (142.3) | |||||||
Shares issued under equity compensation plans | 23.8 | 0 | 0 | 17.4 | 6.4 | ||||
Stock-based compensation | 17.7 | 17.7 | |||||||
Stockholders' equity, end of period at Aug. 31, 2019 | 11,691 | 1.9 | 0.3 | 1,452.1 | 13,221.4 | (476.6) | (2,821.6) | 313.5 | |
Stockholders' equity, beginning of period at Feb. 29, 2020 | 12,474.3 | 1.9 | 0.3 | 1,514.6 | 13,695.3 | (266.3) | (2,814) | 342.5 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (172.6) | (177.9) | 5.3 | ||||||
Other comprehensive income (loss), net of income tax effect | (792.3) | (756.1) | (36.2) | ||||||
Comprehensive income (loss) | (964.9) | ||||||||
Dividends declared | (143.3) | (143.3) | |||||||
Shares issued under equity compensation plans | (3.2) | 0 | 0 | (6) | 2.8 | ||||
Stock-based compensation | 14.7 | 14.7 | |||||||
Stockholders' equity, end of period at May. 31, 2020 | 11,377.6 | 1.9 | 0.3 | 1,523.3 | 13,374.1 | (1,022.4) | (2,811.2) | 311.6 | |
Stockholders' equity, beginning of period at Feb. 29, 2020 | 12,474.3 | 1.9 | 0.3 | 1,514.6 | 13,695.3 | (266.3) | (2,814) | 342.5 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 349.2 | 334.2 | |||||||
Other comprehensive income (loss), net of income tax effect | (549.2) | ||||||||
Comprehensive income (loss) | (231.7) | ||||||||
Noncontrolling interest distributions | (10) | (10) | |||||||
Stockholders' equity, end of period at Aug. 31, 2020 | 12,003.8 | 1.9 | 0.3 | 1,553.6 | 13,742.2 | (815.5) | (2,794.5) | 315.8 | |
Stockholders' equity, beginning of period at May. 31, 2020 | 11,377.6 | 1.9 | 0.3 | 1,523.3 | 13,374.1 | (1,022.4) | (2,811.2) | 311.6 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 521.8 | $ 512.1 | 512.1 | 9.7 | |||||
Other comprehensive income (loss), net of income tax effect | 211.4 | 206.9 | 4.5 | ||||||
Comprehensive income (loss) | 733.2 | ||||||||
Dividends declared | (144) | (144) | |||||||
Shares issued under equity compensation plans | 27.6 | 0 | 0 | 10.9 | 16.7 | ||||
Stock-based compensation | 19.4 | 19.4 | |||||||
Stockholders' equity, end of period at Aug. 31, 2020 | $ 12,003.8 | $ 1.9 | $ 0.3 | $ 1,553.6 | $ 13,742.2 | $ (815.5) | $ (2,794.5) | $ 315.8 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 349.2 | $ (754.1) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Unrealized net (gain) loss on securities measured at fair value | 244.9 | 1,666.6 |
Deferred tax provision (benefit) | 196.1 | (452.7) |
Depreciation | 142.7 | 169.1 |
Stock-based compensation | 34 | 33.6 |
Equity in (earnings) losses of equity method investees and related activities, net of distributed earnings | 408.1 | 580.3 |
Noncash lease expense | 41.3 | 44.8 |
Impairment and amortization of intangible assets | 2.7 | 13.9 |
Impairment of assets held for sale | 3 | 27 |
Loss on inventory and related contracts | 25.1 | 61 |
Loss on settlement of treasury lock contracts | (29.3) | 0 |
Change in operating assets and liabilities, net of effects from purchases of businesses: | ||
Accounts receivable | (56.1) | (106.2) |
Inventories | 73 | 92.7 |
Prepaid expenses and other current assets | 51.3 | 32.2 |
Accounts payable | 116.7 | 3.9 |
Deferred revenue | 21.8 | 34 |
Other accrued expenses and liabilities | (141.3) | (61) |
Other | (38.3) | 34.3 |
Total adjustments | 1,095.7 | 2,173.5 |
Net cash provided by (used in) operating activities | 1,444.9 | 1,419.4 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property, plant, and equipment | (277.8) | (355.2) |
Purchases of businesses, net of cash acquired | (19.9) | (36.2) |
Investments in equity method investees and securities | (217.4) | (33) |
Proceeds from sales of assets | 18.1 | 0 |
Proceeds from sale of business | 41.1 | 0 |
Other investing activities | 0.6 | (1.3) |
Net cash provided by (used in) investing activities | (455.3) | (425.7) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of long-term debt | 1,194.6 | 1,291.3 |
Principal payments of long-term debt | (1,536.4) | (1,331.5) |
Net proceeds from (repayments of) short-term borrowings | (238.9) | (640.5) |
Dividends paid | (287.6) | (285) |
Purchases of treasury stock | 0 | (50) |
Proceeds from shares issued under equity compensation plans | 32 | 32.9 |
Payments of minimum tax withholdings on stock-based payment awards | (7.6) | (14.2) |
Payments of debt issuance, debt extinguishment, and other financing costs | (18.2) | (8) |
Distributions to noncontrolling interests | (10) | 0 |
Net cash provided by (used in) financing activities | (872.1) | (1,005) |
Effect of exchange rate changes on cash and cash equivalents | 5.7 | (1) |
Net increase (decrease) in cash and cash equivalents | 123.2 | (12.3) |
Cash and cash equivalents, beginning of period | 81.4 | 93.6 |
Cash and cash equivalents, end of period | 204.6 | 81.3 |
Supplemental disclosures of noncash investing and financing activities | ||
Additions to property, plant, and equipment | $ 69.9 | $ 74.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2020 | Feb. 29, 2020 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 322,000,000 | 322,000,000 |
Common stock, issued (in shares) | 186,778,085 | 186,090,745 |
Treasury stock, at cost (in shares) | 17,301,423 | 18,256,826 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, issued (in shares) | 28,286,561 | 28,300,206 |
Treasury stock, at cost (in shares) | 5,005,800 | 5,005,800 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Aug. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATIONUnless 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 29, 2020 (the “2020 Annual Report”). Results of operations for interim periods are not necessarily indicative of annual results. |
Inventories
Inventories | 6 Months Ended |
Aug. 31, 2020 | |
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: August 31, February 29, (in millions) Raw materials and supplies $ 136.9 $ 171.7 In-process inventories 765.4 814.7 Finished case goods 426.1 387.2 $ 1,328.4 $ 1,373.6 The inventories balance at August 31, 2020, and February 29, 2020, exclude amounts reclassified to assets held for sale (see Note 3). Related party transactions and arrangements We have an equally-owned glass production plant joint venture with Owens-Illinois. We have entered into various contractual arrangements with affiliates of Owens-Illinois primarily for the purchase of glass bottles used largely in our imported beer portfolio. Amounts purchased under these arrangements were $20.2 million and $126.4 million for the six months ended August 31, 2020, and August 31, 2019, respectively, and $11.1 million and $37.9 million for the three months ended August 31, 2020, and August 31, 2019, respectively. The decrease in amounts purchased for the six months and three months ended August 31, 2020, was largely driven by reduced production activity at our Mexican breweries in response to COVID-19 containment measures. U.S. West Coast wildfires In August 2020, significant wildfires broke out in California, Oregon, and Washington states which are affecting the U.S. grape harvest. Currently, none of our facilities have been damaged, however, we may take protective actions including temporarily closing certain facilities. At this time, we expect no material impact to our ability to meet customer demand. We are monitoring the impact of the smoke damage from the wildfires as we progress through our harvest season. Most of our annual grape requirements are satisfied by supply contracts from independent growers which, in many cases, allow for us to reject grapes that do not meet required quality specifications, including from smoke damage. We continue to assess when to use our rights under law and our supply contracts to reject grapes that are damaged from wildfires. We also have insurance coverage that partially covers losses for grapes in our own vineyards. However, we expect that decreased production levels at certain facilities will result in unfavorable fixed cost absorption, which will be recognized in cost of product sold within our consolidated results of operations rather than capitalized in inventories. |
Acquisitions, Divestitures, and
Acquisitions, Divestitures, and Business Transformation | 6 Months Ended |
Aug. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS, DIVESTITURES, AND BUSINESS TRANSFORMATION | ACQUISITIONS, DIVESTITURES, AND BUSINESS TRANSFORMATION Acquisitions Empathy Wines In June 2020, we acquired the Empathy Wines business, including the acquisition of a digitally-native wine brand (“Empathy Wines”) which strengthens our position in the direct-to-consumer and eCommerce markets. This transaction primarily included the acquisition of goodwill, trademarks, and inventory, plus an earn-out over five years based on performance. The results of operations of Empathy Wines are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition. Nelson’s Green Brier In May 2019, we increased our ownership interest in Nelson’s Green Brier Distillery, LLC (“Nelson’s Green Brier”) to 75%, resulting in consolidation of the business and recognition of a 25% noncontrolling interest. This acquisition included a portfolio of award-winning, Tennessee-based craft bourbon and whiskey products. The fair value of the business combination was allocated primarily to goodwill, trademarks, inventory, and property, plant, and equipment. The results of operations of Nelson’s Green Brier are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition. We recognized a gain of $11.8 million for the six months ended August 31, 2019, related to the remeasurement of our previously held 20% equity interest in Nelson’s Green Brier to the acquisition-date fair value. This gain is included in selling, general, and administrative expenses within our consolidated results of operations. Divestitures Ballast Point Divestiture On March 2, 2020, we sold the Ballast Point craft beer business, including a number of its associated production facilities and brewpubs (the “Ballast Point Divestiture”). Prior to the Ballast Point Divestiture, we recorded the results of operations of the Ballast Point craft beer business in the Beer segment. We received cash proceeds of $41.1 million, which were primarily utilized to reduce outstanding borrowings. Black Velvet Divestiture On November 1, 2019, we sold the Black Velvet Canadian Whisky business and the brand’s associated production facility, along with a subset of Canadian whisky brands produced at that facility, and related inventory at a transaction value of $266.3 million (the “Black Velvet Divestiture”). We received cash proceeds of $269.7 million, subject to payment of final working capital adjustments. The cash proceeds were utilized to partially repay the 2.00% November 2017 senior notes. In total, our Wine and Spirits segment recognized a $70.5 million net gain associated with the Black Velvet Divestiture, with a $74.1 million net gain recognized for the year ended February 29, 2020, and a $3.6 million net loss recognized for the six months ended August 31, 2020. The following table summarizes the net gain recognized in connection with this divestiture: (in millions) Cash received from buyer $ 269.7 Net assets sold (213.3) AOCI reclassification adjustments, primarily foreign currency translation 20.9 Direct costs to sell (3.8) Working capital adjustments to be paid (3.0) Gain on sale of business $ 70.5 Business transformation and other updates We have committed to a business transformation strategy which aligns our portfolio with consumer-led premiumization trends and growing segments of the Wine and Spirits and Beer markets. Original Wine and Spirits Transaction In April 2019, we entered into a definitive agreement to sell a portion of our wine and spirits business, including approximately 30 lower-margin, lower-growth wine and spirits brands, wineries, vineyards, offices, and facilities (the “Original Wine and Spirits Transaction”). Wine and Spirits Transactions In December 2019, we agreed to revise and supersede the Original Wine and Spirits Transaction. The revisions to the transaction address competitive concerns raised by the U.S. Federal Trade Commission (the “FTC”) specifically related to the sparkling wine, brandy, dessert wine, and concentrate categories. As a result, the brands Cook’s California Champagne, J. Roget American Champagne, Paul Masson Grande Amber Brandy, and our concentrate business were excluded from the Original Wine and Spirits Transaction. In May 2020, we further revised the Original Wine and Spirits Transaction to also exclude the Mission Bell Winery in Madera, California and certain related real estate, equipment, contracts, and employees, resulting in an adjusted base transaction price of approximately $783 million, subject to purchase price and closing adjustments, with the potential to earn an incremental $250 million of contingent consideration if certain brand performance provisions are met over a two-year period after closing (the “Further Revised Wine and Spirits Transaction”). The Further Revised Wine and Spirits Transaction is expected to close by the end of third quarter of fiscal 2021, and is subject to FTC review and clearance. Additionally, in a separate, but related, transaction, we entered into a definitive agreement to sell the New Zealand-based Nobilo Wine brand and certain related assets and liabilities for a base transaction price of $130 million, subject to purchase price and closing adjustments (the “Nobilo Wine Transaction”). The Nobilo Wine Transaction is expected to close by the end of third quarter of fiscal 2021, and is subject to FTC review and clearance. Completion of the Nobilo Transaction is also conditioned on completion of the Further Revised Wine and Spirits Transaction. We expect to use the net cash proceeds from the Further Revised Wine and Spirits Transaction and the Nobilo Wine Transaction (collectively, the “Wine and Spirits Transactions”) primarily to reduce outstanding borrowings. We have communicated our intent to retain the brands Cook’s California Champagne and J. Roget American Champagne and the Mission Bell Winery contemplated to be sold in the Original Wine and Spirits Transaction. The FTC is currently reviewing our business plans to support these brands in the future. The Mission Bell Winery has the production capability to support these retained brands. Paul Masson Transaction In June 2020, we entered into a definitive agreement to sell the Paul Masson Grande Amber Brandy brand, related inventory and interests in certain contracts with an estimated aggregate purchase price of approximately $255 million, subject to certain purchase price and closing adjustments (the “Paul Masson Transaction”). The Paul Masson Transaction is subject to FTC review and clearance, and is expected to close by the end of third quarter of fiscal 2021. We expect to use the net cash proceeds from the Paul Masson Transaction primarily to reduce outstanding borrowings. Concentrate Business Transaction In June 2020, we entered into a definitive agreement to sell certain brands used in our concentrates and high-color concentrate business, and certain intellectual property, inventory, goodwill, interests in certain contracts, assets, and liabilities of our concentrates and high-color concentrate business (the “Concentrate Business Transaction”). The Concentrate Business Transaction is subject to FTC review and clearance, and is expected to close by the end of third quarter of fiscal 2021. Assets held for sale Primarily in contemplation of the Wine and Spirits segment transactions noted above, certain net assets met the held for sale criteria as of August 31, 2020, and February 29, 2020. For the six months and three months ended August 31, 2020, long-lived asset impairments of $3.0 million and $(22.0) million were recognized, respectively. For the six months and three months ended August 31, 2019, a long-lived asset impairment of $27.0 million was recognized. For additional information refer to Note 5. The carrying value of assets held for sale consist of the following: August 31, February 29, 2020 Wine and Spirits Beer (1) Wine and Spirits Consolidated (in millions) Assets Accounts receivable $ — $ 2.4 $ — $ 2.4 Inventories 563.9 13.7 576.9 590.6 Prepaid expenses and other 16.9 2.8 32.7 35.5 Assets held for sale - current 580.8 18.9 609.6 628.5 Property, plant, and equipment 133.2 55.9 172.6 228.5 Goodwill 287.2 4.7 304.3 309.0 Intangible assets 377.6 28.2 384.0 412.2 Equity method investments 0.4 — 1.0 1.0 Other assets 28.2 24.8 26.3 51.1 Less: Reserve for assets held for sale (410.0) (42.7) (407.0) (449.7) Assets held for sale 416.6 70.9 481.2 552.1 Liabilities Accounts payable 1.5 0.2 0.6 0.8 Other accrued expenses and liabilities 13.8 11.0 17.8 28.8 Deferred income taxes and other liabilities — 33.3 — 33.3 Liabilities held for sale (2) 15.3 44.5 18.4 62.9 Net assets held for sale $ 982.1 $ 45.3 $ 1,072.4 $ 1,117.7 (1) In March 2020, we completed the Ballast Point Divestiture. (2) Liabilities held for sale are included in the Consolidated Balance Sheets at August 31, 2020, and February 29, 2020, within the respective liability line items noted above. Wine and spirits optimization We recognized charges in connection with our business transformation strategy which aligns our portfolio with consumer-led premiumization trends within the Wine and Spirits segment as follows: For the Six Months For the Three Months Results of Operations Location 2020 2019 2020 2019 (in millions) Loss on inventory write-downs Cost of product sold $ 4.0 $ 40.9 $ (0.1) $ 13.7 Contract termination costs Cost of product sold 16.9 20.1 — 4.3 Employee termination costs Selling, general, and administrative expenses 2.5 12.1 3.8 0.2 Other costs Selling, general, and administrative expenses 1.0 6.3 1.0 — Impairment of long-lived assets Impairment of assets held for sale 3.0 27.0 (22.0) 27.0 $ 27.4 $ 106.4 $ (17.3) $ 45.2 Mexicali Brewery In fiscal 2017, we began construction of a new, state-of-the-art brewery located in Mexicali, Baja California, Mexico (the “Mexicali Brewery”). In March 2020, a public consultation was held on the construction of |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Aug. 31, 2020 | |
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 2020 Annual Report and have not changed significantly for the six months and three months ended August 31, 2020. We have investments in certain equity securities and other rights which provide us with the option to purchase an additional ownership interest in the equity securities of Canopy (see Note 8). These investments are included in securities measured at fair value and are accounted for at fair value, with the net gain (loss) from the changes in fair value of these investments recognized in income (loss) from unconsolidated investments (see Note 5). The aggregate notional value of outstanding derivative instruments is as follows: August 31, February 29, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts $ 1,527.2 $ 1,831.0 Interest rate swap contracts $ — $ 375.0 Treasury lock contracts $ — $ 300.0 Derivative instruments not designated as hedging instruments Foreign currency contracts $ 366.8 $ 1,180.2 Commodity derivative contracts $ 246.5 $ 282.8 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 August 31, 2020, the estimated fair value of derivative instruments in a net liability position due to counterparties was $73.5 million. If we were required to settle the net liability position under these derivative instruments on August 31, 2020, 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 August 31, February 29, August 31, February 29, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 5.7 $ 47.8 Other accrued expenses and liabilities $ 30.5 $ 13.0 Other assets $ 8.5 $ 39.5 Deferred income taxes and other liabilities $ 32.7 $ 7.1 Interest rate swap contracts: Prepaid expenses and other $ — $ — Other accrued expenses and liabilities $ — $ 0.8 Treasury lock contracts: Prepaid expenses and other $ — $ — Other accrued expenses and liabilities $ — $ 7.6 Derivative instruments not designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 2.7 $ 9.0 Other accrued expenses and liabilities $ 1.3 $ 14.3 Commodity derivative contracts: Prepaid expenses and other $ 3.7 $ 0.5 Other accrued expenses and liabilities $ 20.0 $ 25.4 Other assets $ 1.8 $ 0.1 Deferred income taxes and other liabilities $ 11.0 $ 15.5 The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as Other Comprehensive Income (Loss) (“OCI”), net of income tax effect, is as follows: Derivative Instruments in Net Location of Net Gain (Loss) Net (in millions) For the Six Months Ended August 31, 2020 Foreign currency contracts $ (156.0) Sales $ 0.9 Cost of product sold (27.2) Interest rate swap contracts (0.6) Interest expense (1.1) Treasury lock contracts (16.1) Interest expense (0.7) $ (172.7) $ (28.1) Derivative Instruments in Net Location of Net Gain (Loss) Net (in millions) For the Six Months Ended August 31, 2019 Foreign currency contracts $ (35.6) Sales $ — Cost of product sold 7.8 Interest rate swap contracts (0.6) Interest expense — $ (36.2) $ 7.8 For the Three Months Ended August 31, 2020 Foreign currency contracts $ 37.4 Sales $ 0.5 Cost of product sold (18.7) Interest rate swap contracts (0.3) Interest expense (0.7) Treasury lock contracts — Interest expense (0.7) $ 37.1 $ (19.6) For the Three Months Ended August 31, 2019 Foreign currency contracts $ (33.2) Sales $ — Cost of product sold 4.2 Interest rate swap contracts (0.6) Interest expense — $ (33.8) $ 4.2 We expect $25.8 million of net losses, 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 Location of Net Gain (Loss) Net (in millions) For the Six Months Ended August 31, 2020 Commodity derivative contracts Cost of product sold $ (9.4) Foreign currency contracts Selling, general, and administrative expenses (20.0) $ (29.4) For the Six Months Ended August 31, 2019 Commodity derivative contracts Cost of product sold $ (26.8) Foreign currency contracts Selling, general, and administrative expenses (8.9) $ (35.7) For the Three Months Ended August 31, 2020 Commodity derivative contracts Cost of product sold $ 17.4 Foreign currency contracts Selling, general and administrative expenses 5.9 $ 23.3 Derivative Instruments Not Location of Net Gain (Loss) Net (in millions) For the Three Months Ended August 31, 2019 Commodity derivative contracts Cost of product sold $ (10.9) Foreign currency contracts Selling, general and administrative expenses (5.1) $ (16.0) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Aug. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Authoritative guidance establishes a framework for measuring fair value, including 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 volatility, 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 The following methods and assumptions are used to estimate the fair value for each class of our financial instruments: Foreign currency and commodity derivative contracts The fair value is estimated using market-based inputs, obtained from independent pricing services, entered into valuation models. These valuation models require various inputs, including contractual terms, market foreign exchange prices, market commodity prices, interest-rate yield curves, and currency volatilities, as applicable (Level 2 fair value measurement). Interest rate swap and treasury lock contracts The fair value is estimated based on quoted market prices from respective counterparties. Quotes are corroborated by using discounted cash flow calculations based upon forward interest-rate yield curves, which are obtained from independent pricing services (Level 2 fair value measurement). Canopy investments Equity securities, Warrants – The November 2017 Canopy Warrants were exercised on May 1, 2020. For additional information on the November 2017 Canopy Warrants and the related exercise, refer to Note 8. The inputs used to estimate the fair value of the Canopy warrants (all as defined in Note 8) are as follows: August 31, 2020 (1) (2) February 29, 2020 (2) Tranche A Warrants (3) Tranche B Warrants (4) Tranche A Warrants (3) Tranche B Warrants (4) November 2017 Canopy Warrants (3) Exercise price (5) C$ 50.40 C$ 76.68 C$ 50.40 C$ 76.68 C$ 12.98 Valuation date stock price (6) C$ 21.51 C$ 21.51 C$ 25.17 C$ 25.17 C$ 25.17 Remaining contractual term (7) 3.2 years 6.2 years 3.7 years 6.7 years 0.2 years Expected volatility (8) 75.0 % 75.0 % 70.0 % 70.0 % 105.3 % Risk-free interest rate (9) 0.3 % 0.4 % 1.1 % 1.1 % 1.5 % Expected dividend yield (10) 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % (1) The November 2017 Canopy Warrants were exercised on May 1, 2020 and as such are not included in the table as of August 31, 2020. (2) The exercise price for the Tranche C Warrants is based on the volume-weighted average of the closing market price of Canopy’s common shares on the Toronto Stock Exchange (“TSX”) for the five trading days immediately preceding the exercise date (“VWAP Exercise Price”) and are not included in the table as there is no fair value assigned. (3) The fair value is estimated using the Black-Scholes option-pricing model (Level 2 fair value measurement). (4) The fair value is estimated using Monte Carlo simulations (Level 2 fair value measurement). (5) Based on the exercise price from the applicable underlying agreements. (6) Based on the closing market price for Canopy common stock on the TSX as of the applicable date. (7) Based on the following expiration dates for the November 2017 Canopy Warrants and November 2018 Canopy Warrants (all as defined in Note 8): November 2017 Canopy Warrants May 1, 2020 Tranche A Warrants November 1, 2023 Tranche B Warrants November 1, 2026 (8) Based on consideration of historical and/or implied volatility levels of the underlying equity security and limited consideration of historical peer group volatility levels. (9) Based on the implied yield currently available on Canadian Treasury zero coupon issues with a remaining term equal to the expiration date of the applicable warrants. (10) Based on historical dividend levels. Debt securities, Convertible – We have elected the fair value option to account for convertible debt securities issued by Canopy for C$200.0 million, or $150.5 million (the “Canopy Debt Securities”). Interest income on the Canopy Debt Securities is calculated using the effective interest method and is recognized separately from the changes in fair value in interest expense. The Canopy Debt Securities have a contractual maturity of five years from the date of issuance but may be converted prior to maturity by either party upon the occurrence of certain events. At settlement, the Canopy Debt Securities can be settled at the option of the issuer, in cash, equity shares of the issuer, or a combination thereof. The fair value is estimated using a binomial lattice option-pricing model (Level 2 fair value measurement), which includes an estimate of the credit spread based on the implied spread as of the issuance date of the notes and changes in market spreads through the valuation date of the notes. The inputs used to estimate the fair value of the Canopy Debt Securities are as follows: August 31, February 29, Conversion price (1) C$ 48.17 C$ 48.17 Valuation date stock price (2) C$ 21.51 C$ 25.17 Remaining term (3) 2.9 years 3.4 years Expected volatility (4) 61.9 % 58.2 % Risk-free interest rate (5) 0.3 % 1.1 % Expected dividend yield (6) 0.0 % 0.0 % (1) Based on the rate which the Canopy Debt Securities may be converted into equity shares, or the equivalent amount of cash, at the option of the issuer. (2) Based on the closing market price for Canopy common stock on the TSX as of the applicable date. (3) Based on the contractual maturity date of the notes. (4) Based on historical volatility levels of the underlying equity security, reduced for certain risks associated with debt securities. (5) Based on the implied yield currently available on Canadian Treasury zero coupon issues with a term equal to the remaining contractual term of the debt securities. (6) Based on historical dividend levels. Short-term borrowings The revolving credit facility under our senior credit facility is a variable interest rate bearing note with a fixed margin, adjustable based upon our debt rating (as defined in our senior credit facility). Its fair value is estimated by discounting cash flows using LIBOR plus a margin reflecting current market conditions obtained from participating member financial institutions (Level 2 fair value measurement). The remaining instruments, including our commercial paper, are variable interest rate bearing notes for which the carrying value approximates the fair value. Long-term debt The term loan under our March 2020 Term Credit Agreement (as defined in Note 9) is a variable interest rate bearing note with a fixed margin, adjustable based upon our debt rating. The senior floating rate notes are variable interest rate bearing notes which include fixed margins. The carrying value approximates the fair value of the term loan. The fair value of the remaining long-term debt, which is primarily fixed interest rate, is estimated by discounting cash flows using interest rates currently available for debt with similar terms and maturities (Level 2 fair value measurement). The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term borrowings, approximate fair value as of August 31, 2020, and February 29, 2020, due to the relatively short maturity of these instruments. As of August 31, 2020, the carrying amount of long-term debt, including the current portion, was $11,600.6 million, compared with an estimated fair value of $12,975.1 million. As of February 29, 2020, the carrying amount of long-term debt, including the current portion, was $11,945.7 million, compared with an estimated fair value of $12,935.9 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 Significant Significant Total (in millions) August 31, 2020 Assets: Foreign currency contracts $ — $ 16.9 $ — $ 16.9 Commodity derivative contracts $ — $ 5.5 $ — $ 5.5 Equity securities (1) $ — $ 635.9 $ — $ 635.9 Canopy Debt Securities (1) $ — $ 128.1 $ — $ 128.1 Liabilities: Foreign currency contracts $ — $ 64.5 $ — $ 64.5 Commodity derivative contracts $ — $ 31.0 $ — $ 31.0 February 29, 2020 Assets: Foreign currency contracts $ — $ 96.3 $ — $ 96.3 Commodity derivative contracts $ — $ 0.6 $ — $ 0.6 Equity securities (1) $ — $ 991.5 $ — $ 991.5 Canopy Debt Securities (1) $ — $ 125.6 $ — $ 125.6 Liabilities: Foreign currency contracts $ — $ 34.4 $ — $ 34.4 Commodity derivative contracts $ — $ 40.9 $ — $ 40.9 Interest rate swap contracts $ — $ 0.8 $ — $ 0.8 Treasury lock contracts $ — $ 7.6 $ — $ 7.6 (1) Unrealized net gain (loss) from the changes in fair value of our securities measured at fair value recognized in income (loss) from unconsolidated investments, are as follows: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) November 2017 Canopy Warrants (i) $ (61.8) $ (450.8) $ — $ (316.7) November 2018 Canopy Warrants (ii) (180.6) (1,134.4) (57.6) (473.6) Canopy Debt Securities (2.5) (81.4) 10.0 (48.8) $ (244.9) $ (1,666.6) $ (47.6) $ (839.1) (i) The November 2017 Canopy Warrants were exercised in May 2020. For additional information on the November 2017 Canopy Warrants and the related exercise, refer to Note 8. (ii) The terms of the November 2018 Canopy Warrants were modified in June 2019. For additional information on the November 2018 Canopy Warrants and the related modification, refer to Note 8. The amounts for the six months and three months ended August 31, 2019, are net of a $1,176.0 million unrealized gain resulting from the June 2019 Warrant Modification. 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 periods presented: Fair Value Measurements Using Quoted Significant Significant Total Losses (in millions) For the Six Months Ended August 31, 2020 Long-lived assets held for sale $ — $ — $ 795.2 $ 3.0 For the Six Months Ended August 31, 2019 Long-lived assets held for sale $ — $ — $ 1,444.4 $ 27.0 Trademarks — — 17.0 11.0 Total $ — $ — $ 1,461.4 $ 38.0 Long-lived assets held for sale For the first quarter of fiscal 2021, in connection with the Wine and Spirits Transactions and the Concentrate Business Transaction, long-lived assets held for sale were written down to their estimated fair value, less costs to sell, resulting in a loss of $25.0 million. Subsequently, for the second quarter of fiscal 2021, a reduction to the loss on long-lived assets held for sale of $22.0 million was recognized. The long-lived assets held for sale with a carrying value of $798.2 million were written down to their estimated fair value of $795.2 million, less costs to sell, resulting in a total loss of $3.0 million for the six months ended August 31, 2020. This loss was included in impairment of assets held for sale within our consolidated results of operations. These assets consisted primarily of goodwill, intangible assets, and certain winery and vineyard assets which had satisfied the conditions necessary to be classified as held for sale. Our current estimate of fair value was determined based on the expected proceeds from the Wine and Spirits Transactions and the Concentrate Business Transaction as of August 31, 2020, excluding the contingent consideration, which we will recognize when it is determined to be realizable. For the six months and three months ended August 31, 2019, in connection with the Original Wine and Spirits Transaction, long-lived assets held for sale with a carrying value of $1,471.4 million were written down to their estimated fair value of $1,444.4 million, less cost to sell, resulting in a loss of $27.0 million. These losses are included in impairment of assets held for sale within our consolidated results of operations. These assets consisted primarily of goodwill, intangible assets, and certain winery and vineyard assets which had satisfied the conditions necessary to be classified as held for sale. As such, these assets were written down to a value based on our estimate of fair value less cost to sell. Our estimate of fair value was determined based on the expected proceeds from the Original Wine and Spirits Transaction as of August 31, 2019. Trademarks For the six months and three months ended August 31, 2019, certain continuing negative trends within our Beer segment’s Ballast Point craft beer portfolio, including increased rate of revenue decline and increased competition, indicated that it was more likely than not that the fair value of our indefinite lived intangible asset associated with the Ballast Point craft beer trademark might be below its carrying value. Accordingly, we performed a quantitative assessment for impairment. As a result of this assessment, the Ballast Point craft beer trademark asset with a carrying value of $28.0 million was written down to its estimated fair value of $17.0 million, resulting in an impairment of $11.0 million. This impairment is included in selling, general, and administrative expenses within our consolidated results of operations. |
Goodwill
Goodwill | 6 Months Ended |
Aug. 31, 2020 | |
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 28, 2019 $ 5,167.9 $ 2,920.9 $ 8,088.8 Purchase accounting allocations (1) — 58.8 58.8 Black Velvet Divestiture — (72.2) (72.2) Foreign currency translation adjustments 0.2 (9.5) (9.3) Reclassified (to) from assets held for sale (2) (4.7) (304.3) (309.0) Balance, February 29, 2020 5,163.4 2,593.7 7,757.1 Purchase accounting allocations (3) — 14.2 14.2 Foreign currency translation adjustments (80.5) 8.6 (71.9) Reclassified (to) from assets held for sale (2) 0.9 17.1 18.0 Balance, August 31, 2020 $ 5,083.8 $ 2,633.6 $ 7,717.4 (1) Purchase accounting allocations associated primarily with the acquisition of Nelson’s Green Brier (Wine and Spirits). (2) Primarily in connection with the Wine and Spirits Transactions, goodwill associated with the businesses being sold was reclassified (to) from assets held for sale based on the relative fair values of the portion of the business being sold and the remaining wine and spirits and beer portfolios. The relative fair values were determined using the income approach based on assumptions, including projected revenue growth rates, terminal growth rate, and discount rate and other projected financial information. (3) Preliminary purchase accounting allocations associated with the acquisition of Empathy Wines (Wine and Spirits). |
Intangible Assets
Intangible Assets | 6 Months Ended |
Aug. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The major components of intangible assets are as follows: August 31, 2020 February 29, 2020 Gross Net Gross Net (in millions) Amortizable intangible assets Customer relationships $ 87.7 $ 29.4 $ 87.4 $ 31.8 Other 20.4 0.3 20.2 0.3 Total $ 108.1 29.7 $ 107.6 32.1 Nonamortizable intangible assets Trademarks 2,708.6 2,686.8 Total intangible assets $ 2,738.3 $ 2,718.9 The intangible assets balance at August 31, 2020, and February 29, 2020, excludes intangible assets reclassified to assets held for sale, which consist primarily of trademarks. We did not incur costs to renew or extend the term of acquired intangible assets for the six months and three months ended August 31, 2020, and August 31, 2019. Net carrying amount represents the gross carrying value net of accumulated amortization. |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Aug. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS Our equity method investments are as follows: August 31, 2020 February 29, 2020 Carrying Value Ownership Percentage (1) Carrying Value Ownership Percentage (in millions) Canopy Equity Method Investment $ 2,713.1 37.3 % $ 2,911.7 35.3 % Other equity method investments (2) 218.8 20%-50% 182.2 20%-50% $ 2,931.9 $ 3,093.9 (1) Reflects our ownership interest in Canopy on a prorated basis for the May 2020 Canopy Investment, see defined term below. (2) The other equity method investments balance at August 31, 2020, and February 29, 2020, excludes investments reclassified to assets held for sale. Canopy Equity Method Investment In November 2017, we acquired 18.9 million common shares, which represented a 9.9% ownership interest in Ontario, Canada-based Canopy Growth Corporation (the “November 2017 Canopy Investment”), a public company and leading provider of medicinal and recreational cannabis products (“Canopy”), plus warrants which gave us the option to purchase an additional 18.9 million common shares of Canopy (the “November 2017 Canopy Warrants”). The November 2017 Canopy Investment was accounted for at fair value from the date of investment through October 31, 2018. From November 1, 2018, the November 2017 Canopy Investment has been accounted for under the equity method. The November 2017 Canopy Warrants were accounted for at fair value from the date of investment through April 30, 2020. See “Canopy Equity Method Investment” below. In November 2018, we increased our ownership interest in Canopy by acquiring an additional 104.5 million common shares (the “November 2018 Canopy Investment”) (see “Canopy Equity Method Investment” below), plus warrants which give us the option to purchase an additional 139.7 million common shares of Canopy (the “November 2018 Canopy Warrants”, and together with the November 2018 Canopy Investment, the “November 2018 Canopy Transaction”) for C$5,078.7 million, or $3,869.9 million. On November 1, 2018, our ownership interest in Canopy increased to 36.6% which allowed us to exercise significant influence, but not control, over Canopy. In May 2020, we exercised the November 2017 Canopy Warrants at an exercise price of C$12.98 per warrant share for C$245.0 million, or $173.9 million (the “May 2020 Canopy Investment”). The May 2020 Canopy Investment increased our ownership interest in Canopy to 38.6% upon exercise. We entered into foreign currency forward contracts to fix the U.S. dollar cost of the May 2020 Canopy Investment. For the six months ended August 31, 2020, we recognized net losses on the foreign currency forward contracts of $7.5 million, in selling, general, and administrative expenses within our consolidated results of operations. The payment at maturity of the derivative instruments is reported as cash flows from investing activities in investments in equity method investees and securities for the six months ended August 31, 2020. We account for the November 2017 Canopy Investment, the November 2018 Canopy Investment, and the May 2020 Canopy Investment, each of which represents an investment in common shares of Canopy, collectively, under the equity method (the “Canopy Equity Method Investment”). Equity in earnings (losses) from the Canopy Equity Method Investment and related activities (see table below) include, among other items, restructuring and other strategic business development costs, the amortization of the fair value adjustments associated with the definite-lived intangible assets over their estimated useful lives, the flow through of inventory step-up, unrealized gains (losses) associated with changes in our Canopy ownership percentage resulting from periodic equity issuances made by Canopy, and our share of Canopy’s additional loss resulting from the June 2019 Warrant Modification (as defined below) of $409.0 million (the “June 2019 Warrant Modification Loss”). Amounts included in our consolidated results of operations for each period are as follows: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Equity in earnings (losses) from Canopy and related activities $ (408.6) $ (590.4) $ (31.0) $ (484.4) In June 2019, the Canopy shareholders approved the modification of the terms of the November 2018 Canopy Warrants and certain other rights (the “June 2019 Warrant Modification”), and the other required approvals necessary for the modifications to be effective were granted. The November 2018 Canopy Warrants now consist of three tranches of warrants, including 88.5 million warrants expiring November 1, 2023 (the “Tranche A Warrants”) which are currently exercisable, 38.4 million warrants expiring November 1, 2026 (the “Tranche B Warrants”), and 12.8 million warrants expiring November 1, 2026 (the “Tranche C Warrants”, and collectively with the Tranche A Warrants and the Tranche B Warrants, the “November 2018 Canopy Warrants”). These changes are the result of Canopy’s intention to acquire Acreage Holdings, Inc. (“Acreage”) upon U.S. Federal cannabis legalization, subject to certain conditions (the “Acreage Transaction”). In connection with the Acreage Transaction, Canopy has a call option to acquire 100% of the shares of Acreage (the “Acreage Financial Instrument”). The other rights obtained in June 2019 in connection with the Acreage Transaction include a share repurchase credit and the ability to purchase Canopy common shares on the open market or in private agreement transactions. If Canopy has not purchased the lesser of 27,378,866 Canopy common shares, or C$1,583.0 million worth of Canopy common shares for cancellation between April 18, 2019 and two-years after the full exercise of the Tranche A Warrants, we will be credited an amount that will reduce the aggregate exercise price otherwise payable upon each exercise of the Tranche B Warrants and Tranche C Warrants. The credit will be an amount equal to the difference between C$1,583.0 million and the actual price paid by Canopy in purchasing its common shares for cancellation. If we choose to purchase Canopy common shares on the open market or in private agreement with existing holders, the number of Tranche B Warrants or Tranche C Warrants shall be decreased by one for each Canopy common share acquired, up to an aggregate maximum reduction of 20 million warrants. The likelihood of receiving the share repurchase credit if we were to fully exercise the Tranche A Warrants is remote, therefore, no fair value has been assigned. In September 2020, the Acreage shareholders approved the modification of the Acreage Transaction and related Acreage Financial Instrument (the “New Acreage Agreement”), and the other required regulatory approvals necessary for the modification to be effective were granted. The New Acreage Agreement will reduce (i) the ratio of Canopy shares required to be exchanged for Acreage shares upon U.S. Federal cannabis legalization and (ii) the number of Acreage shares subject to the fixed exchange ratio from 100% to 70%, calculated as a percentage of Acreage’s issued and outstanding shares. The remaining 30% of Acreage shares will be subject to a floating exchange ratio and Canopy, in its sole discretion, will have the option to acquire these shares with Canopy shares or cash. The issuance of Canopy shares in exchange for Acreage shares that would occur upon U.S. Federal cannabis legalization would decrease our ownership interest in Canopy and could have a significant effect on our share of Canopy’s reported earnings or losses. Canopy has various convertible equity securities outstanding, including primarily equity awards granted to its employees, and options and warrants issued to various third parties, including our November 2018 Canopy Warrants, Canopy Debt Securities, and the Acreage Financial Instrument. As of August 31, 2020, the conversion of Canopy equity securities held by its employees and/or held by other third parties, excluding our November 2018 Canopy Warrants, Canopy Debt Securities, and the Acreage Financial Instrument, would not have a significant effect on our share of Canopy’s reported earnings or losses. Additionally, under an amended and restated investor rights agreement, we have the option to purchase additional common shares of Canopy at the then-current price of the underlying equity security to allow us to maintain our relative ownership interest. If we exercised all of our November 2018 Canopy Warrants, it could have a significant effect on our share of Canopy’s reported earnings or losses and our ownership interest in Canopy would be expected to increase to greater than 50%. If Canopy exercised the Acreage Financial Instrument under existing terms prior to the modification discussed above, which would require the issuance of Canopy shares, it could have a significant effect on our share of Canopy’s reported earnings or losses and our ownership interest in Canopy would decrease and no longer be expected to be greater than 50%. As of August 31, 2020, the exercise of all Canopy warrants held by us would have required a cash outflow of approximately $5.9 billion based on the terms of the November 2018 Canopy Warrants. Additionally, as of August 31, 2020, the fair value of the Canopy Equity Method Investment was $2,345.3 million based on the closing price of the underlying equity security as of that date. When compared to the carrying value of the Canopy Equity Method Investment, this fair value indicates that the investment was impaired by $367.9 million. We have evaluated the Canopy Equity Method Investment as of August 31, 2020, and determined that there was not an other-than-temporary-impairment. Our conclusion was based on several contributing factors, including: (i) the period of time for which the fair value has been less than the carrying value, (ii) an expectation that Canopy’s operating results will improve, (iii) an expectation that the Canopy stock price will recover in the near term, and (iv) our ability and intent to hold the investment until that recovery. We will continue to review the Canopy Equity Method Investment for an other-than-temporary impairment. There may be a future impairment of our Canopy Equity Method Investment if Canopy’s stock price does not recover in the near term or our expectations about Canopy’s prospective operating results and cash flows decline, which could be influenced by a variety of factors including adverse market conditions and the economic impact of COVID-19. The following table presents summarized financial information for Canopy presented in accordance with U.S. GAAP. We recognize our equity in earnings (losses) for Canopy on a two-month lag. Accordingly, we recognized our share of Canopy’s earnings (losses) for the periods January through June 2020 and January through June 2019 in our six months ended August 31, 2020, and August 31, 2019, results, respectively. We recognized our share of Canopy’s earnings (losses) for the periods April through June 2020 and April through June 2019 in our three months ended August 31, 2020, and August 31, 2019, results, respectively. The amounts shown represent 100% of Canopy’s results of operations for the respective periods, however, the results of operations for the six months and three months ended August 31, 2019, exclude the impact of the June 2019 Warrant Modification Loss because it was recorded by Canopy within equity. The six months and three months ended August 31, 2020, includes costs designed to improve Canopy’s organizational focus, streamline operations, and align production capability with projected demand. For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Net sales $ 160.0 $ 138.4 $ 79.7 $ 67.7 Gross profit (loss) $ (52.6) $ 21.1 $ 4.7 $ 9.8 Net income (loss) $ (1,066.2) $ (418.6) $ (92.6) $ (149.7) Net income (loss) attributable to Canopy $ (1,031.7) $ (430.4) $ (78.3) $ (146.3) Other equity method investment Booker Vineyard In April 2020, we invested in My Favorite Neighbor, LLC, also known as Booker Vineyard, a super-luxury, direct-to-consumer focused wine business (“Booker Vineyard”) which we account for under the equity method. We recognize our share of their equity in earnings (losses) in our consolidated financial statements in the Wine and Spirits segment. |
Borrowings
Borrowings | 6 Months Ended |
Aug. 31, 2020 | |
Debt Disclosure [Abstract] | |
BORROWINGS | BORROWINGS Borrowings consist of the following: August 31, 2020 February 29, Current Long-term Total Total (in millions) Short-term borrowings Commercial paper $ — $ 238.9 $ — $ 238.9 Long-term debt Term loan credit facilities $ 24.6 $ 442.1 $ 466.7 $ 1,295.7 Senior notes 499.5 10,615.7 11,115.2 10,624.7 Other 9.7 9.0 18.7 25.3 $ 533.8 $ 11,066.8 $ 11,600.6 $ 11,945.7 Senior credit facility In March 2020, the Company, CB International Finance S.à r.l., a wholly-owned subsidiary of ours (“CB International”), certain of the Company’s subsidiaries as guarantors, Bank of America, N.A., as administrative agent (the “Administrative Agent”), and certain other lenders entered into a Restatement Agreement (the “2020 Restatement Agreement”) that amended and restated the 2018 Credit Agreement (as amended and restated by the 2020 Restatement Agreement, the “2020 Credit Agreement”). The 2020 Credit Agreement provides for an aggregate revolving credit facility of $2.0 billion. The principal changes effected by the 2020 Restatement Agreement were: • the removal of the subsidiary guarantees and termination of the guarantee agreement; • the inclusion of the parent guaranty provisions in connection with the termination of the guarantee agreement; • the removal of certain provisions pertaining to term loans since no term loans are outstanding; and • the revision of the LIBOR successor rate provisions to permit the use of rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York. Upon removal of all subsidiary guarantors from our 2020 Credit Agreement, the subsidiary guarantors were automatically released from the indentures relating to our outstanding senior notes. 2020 Term Credit Agreement In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into a term loan restatement agreement (the “Term Loan Restatement Agreement”) that amended and restated the Term Credit Agreement (as amended and restated by the Term Loan Restatement Agreement, the “2020 Term Credit Agreement”). The Term Credit Agreement provided for aggregate credit facilities of $1.5 billion, consisting of a $500.0 million three-year term loan facility (the “Three-Year Term Facility”) and a $1.0 billion five-year term loan facility (the “Five-Year Term Facility”). We prepaid the outstanding Three-Year Term Facility and Five Year Term Facility borrowings under our 2020 Term Credit Agreement during the second quarter of fiscal 2021. March 2020 Term Credit Agreement In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, Bank of America, N.A., as Administrative Agent and lender (“the Lender”) entered into a 2020 term loan restatement agreement (the “2020 Term Loan Restatement Agreement”) that amended and restated the 2019 Term Credit Agreement (as amended and restated by the 2020 Term Loan Restatement Agreement, the “March 2020 Term Credit Agreement”). The March 2020 Term Credit Agreement provides for a $491.3 million five-year term loan facility (the “2019 Five-Year Term Facility”). The principal changes effected by the 2020 Term Loan Restatement Agreement were: • the removal of the subsidiary guarantees and termination of the respective guarantee agreements; and • the revision of the LIBOR successor rate provisions to permit the use of rates based on SOFR. As of August 31, 2020, aggregate credit facilities under the 2020 Credit Agreement and the March 2020 Term Credit Agreement consist of the following: Amount Maturity (in millions) 2020 Credit Agreement Revolving Credit Facility (1) (2) $ 2,000.0 Sept 14, 2023 March 2020 Term Credit Agreement 2019 Five-Year Term Facility (1) (3) $ 491.3 Jun 28, 2024 (1) Contractual interest rate varies based on our debt rating (as defined in the respective agreement) and is a function of LIBOR plus a margin, or the base rate plus a margin, or, in certain circumstances where LIBOR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin. (2) We and/or CB International are the borrower under the $2,000.0 million Revolving Credit Facility. Includes a sub-facility for letters of credit of up to $200.0 million. (3) We are the borrower under the 2019 Five-Year Term Facility. As of August 31, 2020, information with respect to borrowings under the 2020 Credit Agreement and the March 2020 Term Credit Agreement is as follows: 2020 March 2020 Revolving 2019 Five- Year Term Facility (1) (in millions) Outstanding borrowings $ — $ 466.7 Interest rate — % 1.0 % LIBOR margin — % 0.88 % Outstanding letters of credit $ 11.8 Remaining borrowing capacity (2) $ 1,988.2 (1) Outstanding term loan facilities borrowings are net of unamortized debt issuance costs. (2) Net of outstanding revolving credit facility borrowings, outstanding letters of credit under the 2020 Credit Agreement, and outstanding borrowings under our commercial paper program (excluding unamortized discount) (see “Commercial paper program”). We and our subsidiaries are subject to covenants that are contained in the 2020 Credit Agreement and the March 2020 Term Credit Agreement, including those restricting the incurrence of additional indebtedness, additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions, exceptions, and thresholds. The financial covenants are limited to a minimum interest coverage ratio and a maximum net leverage ratio. Commercial paper program We have a commercial paper program which provides for the issuance of up to an aggregate principal amount of $2.0 billion of commercial paper. Our commercial paper program is backed by unused commitments under our revolving credit facility under our 2020 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility under our 2020 Credit Agreement. As of August 31, 2020, we had no outstanding borrowings under our commercial paper program. Treasury lock contracts In February and March 2020, we entered into treasury lock agreements, which were designated as cash flow hedges. As a result of these hedges, we fixed our 10-year treasury rates on $500.0 million of future debt issuances at an average rate of 1.2% (exclusive of borrowing margins). In April 2020, we settled all outstanding treasury lock contracts, and recognized an unrealized loss, net of income tax effect, of $21.8 million in accumulated other comprehensive income (loss). This loss is being amortized to interest expense over 10-years. See “Senior notes” below. Senior notes In April 2020, we issued $1,200.0 million aggregate principal amount of senior notes (the “April 2020 Senior Notes”). Proceeds from this offering, net of discount and debt issuance costs, were $1,183.3 million. The April 2020 Senior Notes consist of: Date of Redemption Principal Maturity Interest Payments Stated Redemption Rate Stated Basis Points (in millions, except basis points) 2.875% Senior Notes (1) (2) $ 600.0 May 2030 May/Nov Feb 2030 35 3.75% Senior Notes (1) (2) $ 600.0 May 2050 May/Nov Nov 2049 40 (1) Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness. (2) Redeemable, in whole or in part, at our option at any time prior to the stated redemption date as defined in the indenture, at a redemption rate 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 the stated basis points as defined in the indenture. On or after the stated redemption date, 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 November 2017, we issued $700.0 million aggregate principal amount of 2.25% senior notes due November 2020 (the “2.25% November 2017 Senior Notes”). On May 27, 2020, we repaid the 2.25% November 2017 Senior Notes with proceeds from the April 2020 Senior Notes. This note was redeemed prior to maturity at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment of $6.2 million. The make-whole payment is included in loss on extinguishment of debt within our consolidated results of operations. Debt payments As of August 31, 2020, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $66.9 million and $17.9 million, respectively) for the remaining six months of fiscal 2021 and for each of the five succeeding fiscal years and thereafter are as follows: (in millions) 2021 $ 17.4 2022 1,182.2 2023 1,828.9 2024 1,076.2 2025 780.7 2026 900.0 Thereafter 5,900.0 $ 11,685.4 |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our effective tax rate for the six months ended August 31, 2020, was 40.7% of tax expense as compared with 33.9% of tax benefit for the six months ended August 31, 2019. Our effective tax rate for the three months ended August 31, 2020, was 20.6% of tax expense as compared with 28.1% of tax benefit for the three months ended August 31, 2019. For the six months ended August 31, 2020, our effective tax rate was higher than the federal statutory rate of 21% primarily due to: • valuation allowances on the net unrealized loss from the changes in fair value of our investments in Canopy and Canopy equity in earnings (losses), and • valuation allowances on existing capital loss carryforwards; partially offset by • the recognition of a net income tax benefit from stock-based compensation award activity. For the three months ended August 31, 2020, our effective tax rate approximates the federal statutory rate of 21% as the recognition of a net income tax benefit from stock-based compensation award activity was largely offset by (i) valuation allowances on the net unrealized loss from the changes in fair value of our investments in Canopy and Canopy equity in earnings (losses) and (ii) higher effective tax rates from our foreign businesses. For the six months and three months ended August 31, 2019, our effective tax rate was higher than the federal statutory rate of 21% primarily due to the net unrealized loss from the changes in fair value of our investments in Canopy. Our effective rate benefited from the following: • a higher effective rate of tax benefit from our foreign businesses including the tax benefits recorded on the net unrealized loss from the changes in fair value of our investments in Canopy and the tax benefits recorded on the Canopy equity in earnings (losses) and related activities; • the recognition of a net income tax benefit from stock-based compensation award activity, and • for the six months ended August 31, 2019, our effective tax rate also benefited from the reversal of valuation allowances for capital loss carryforwards in connection with the Original Wine and Spirits Transaction. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common stock The number of shares of common stock issued and treasury stock, and associated share activity, are as follows: Common Stock Treasury Stock Class A Class B Class 1 Class A Class B Balance at February 29, 2020 186,090,745 28,300,206 1,692,227 18,256,826 5,005,800 Conversion of shares 2,532 (2,532) — — — Exercise of stock options — — 2,576 (44,593) — Vesting of restricted stock units (1) — — — (76,019) — Vesting of performance share units (1) — — — (17,335) — Balance at May 31, 2020 186,093,277 28,297,674 1,694,803 18,118,879 5,005,800 Conversion of shares 684,808 (11,113) (673,695) — — Exercise of stock options — — — (781,075) — Employee stock purchases — — — (32,867) — Vesting of restricted stock units (1) — — — (3,514) — Balance at August 31, 2020 186,778,085 28,286,561 1,021,108 17,301,423 5,005,800 Balance at February 28, 2019 185,740,178 28,322,419 1,149,624 18,927,966 5,005,800 Conversion of shares 133,667 (55) (133,612) — — Exercise of stock options — — 2,107 (173,725) — Vesting of restricted stock units (1) — — — (88,683) — Vesting of performance share units (1) — — — (29,015) — Cancellation of restricted shares — — — 444 — Balance at May 31, 2019 185,873,845 28,322,364 1,018,119 18,636,987 5,005,800 Share repurchases — — — 265,593 — Conversion of shares 6,267 (543) (5,724) — — Exercise of stock options — — — (258,628) — Employee stock purchases — — — (36,840) — Vesting of restricted stock units (1) — — — (2,148) — Balance at August 31, 2019 185,880,112 28,321,821 1,012,395 18,604,964 5,005,800 (1) Net of the following shares withheld to satisfy tax withholding requirements: For the Three For the Three For the Six 2020 Restricted Stock Units 37,506 187 37,693 Performance Share Units 9,433 — 9,433 2019 Restricted Stock Units 48,562 1,176 49,738 Performance Share Units 17,439 — 17,439 Stock repurchases In January 2018, our Board of Directors authorized the repurchase of up to $3.0 billion of our Class A Common Stock and Class B Convertible Common Stock (the “2018 Authorization”). The Board of Directors did not specify a date upon which this authorization would expire. Shares repurchased under the 2018 Authorization have become treasury shares. As of August 31, 2020, total shares repurchased under the 2018 Authorizations are as follows: Class A Common Shares Repurchase Dollar Value Number of (in millions, except share data) 2018 Authorization $ 3,000.0 $ 1,045.9 4,897,605 |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share Attributable to CBI | 6 Months Ended |
Aug. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CBI | NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CBI For the six months and three months ended August 31, 2020, net income (loss) 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 six months and three months ended August 31, 2020, net income (loss) 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. For the six months and three months ended August 31, 2019, net income (loss) per common share – diluted for Class A Common Stock and Class B Convertible Common Stock have been computed using the two-class method. The computation of basic and diluted net income (loss) per common share is as follows: For the Six Months Ended August 31, 2020 August 31, 2019 Common Stock Common Stock Class A Class B Class A Class B (in millions, except per share data) Net income (loss) attributable to CBI allocated – basic $ 297.3 $ 36.9 $ (684.1) $ (86.5) Conversion of Class B common shares into Class A common shares 36.9 — — — Effect of stock-based awards on allocated net income (loss) — — — — Net income (loss) attributable to CBI allocated – diluted $ 334.2 $ 36.9 $ (684.1) $ (86.5) Weighted average common shares outstanding – basic 169.841 23.289 168.215 23.316 Conversion of Class B common shares into Class A common shares (1) 23.289 — — — Stock-based awards, primarily stock options (1) 1.832 — — — Weighted average common shares outstanding – diluted 194.962 23.289 168.215 23.316 Net income (loss) per common share attributable to CBI – basic $ 1.74 $ 1.58 $ (4.08) $ (3.71) Net income (loss) per common share attributable to CBI – diluted $ 1.71 $ 1.58 $ (4.08) $ (3.71) For the Three Months Ended August 31, 2020 August 31, 2019 Common Stock Common Stock Class A Class B Class A Class B (in millions, except per share data) Net income (loss) attributable to CBI allocated – basic $ 455.5 $ 56.6 $ (466.4) $ (58.8) Conversion of Class B common shares into Class A common shares 56.6 — — — Effect of stock-based awards on allocated net income (loss) — (0.4) — — Net income (loss) attributable to CBI allocated – diluted $ 512.1 $ 56.2 $ (466.4) $ (58.8) Weighted average common shares outstanding – basic 170.078 23.284 168.310 23.316 Conversion of Class B common shares into Class A common shares (1) 23.284 — — — Stock-based awards, primarily stock options (1) 1.780 — — — Weighted average common shares outstanding – diluted 195.142 23.284 168.310 23.316 Net income (loss) per common share attributable to CBI – basic $ 2.68 $ 2.43 $ (2.77) $ (2.52) Net income (loss) per common share attributable to CBI – diluted $ 2.62 $ 2.42 $ (2.77) $ (2.52) (1) We have excluded the following weighted average common shares outstanding from the calculation of diluted net income (loss) per common share, as the effect of including these would have been anti-dilutive: For the Six Months Ended For the Three Months Ended August 31, 2019 August 31, 2019 (in millions) Class B Convertible Common Stock 23.317 23.316 Stock-based awards, primarily stock options 3.368 3.305 |
Comprehensive Income (Loss) Att
Comprehensive Income (Loss) Attributable to CBI | 6 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CBI | COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CBI Comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments, net unrealized gain (loss) on derivative instruments, pension/postretirement adjustments, and our share of OCI of equity method investments. The reconciliation of net income (loss) attributable to CBI to comprehensive income (loss) attributable to CBI is as follows: Before Tax Tax (Expense) Net of Tax (in millions) For the Six Months Ended August 31, 2020 Net income (loss) attributable to CBI $ 334.2 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ (449.0) $ — (449.0) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (449.0) — (449.0) Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) (163.4) 3.2 (160.2) Reclassification adjustments 28.0 (1.9) 26.1 Net gain (loss) recognized in other comprehensive income (loss) (135.4) 1.3 (134.1) Before Tax Tax (Expense) Net of Tax (in millions) Pension/postretirement adjustments: Net actuarial gain (loss) (0.2) — (0.2) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (0.2) — (0.2) Share of OCI of equity method investments Net gain (loss) 34.7 (0.6) 34.1 Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) 34.7 (0.6) 34.1 Other comprehensive income (loss) attributable to CBI $ (549.9) $ 0.7 (549.2) Comprehensive income (loss) attributable to CBI $ (215.0) For the Six Months Ended August 31, 2019 Net income (loss) attributable to CBI $ (770.6) Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ (58.2) $ — (58.2) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (58.2) — (58.2) Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) (38.4) 3.8 (34.6) Reclassification adjustments (6.0) (0.6) (6.6) Net gain (loss) recognized in other comprehensive income (loss) (44.4) 3.2 (41.2) Pension/postretirement adjustments: Net actuarial gain (loss) — — — Reclassification adjustments 0.1 — 0.1 Net gain (loss) recognized in other comprehensive income (loss) 0.1 — 0.1 Share of OCI of equity method investments Net gain (loss) (30.6) 7.2 (23.4) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (30.6) 7.2 (23.4) Other comprehensive income (loss) attributable to CBI $ (133.1) $ 10.4 (122.7) Comprehensive income (loss) attributable to CBI $ (893.3) For the Three Months Ended August 31, 2020 Net income (loss) attributable to CBI $ 512.1 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ 170.9 $ — 170.9 Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) 170.9 — 170.9 Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) 37.1 (2.1) 35.0 Reclassification adjustments 20.3 (1.4) 18.9 Net gain (loss) recognized in other comprehensive income (loss) 57.4 (3.5) 53.9 Pension/postretirement adjustments: Net actuarial gain (loss) (0.7) 0.2 (0.5) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (0.7) 0.2 (0.5) Before Tax Tax (Expense) Net of Tax (in millions) Share of OCI of equity method investments Net gain (loss) (17.8) 0.4 (17.4) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (17.8) 0.4 (17.4) Other comprehensive income (loss) attributable to CBI $ 209.8 $ (2.9) 206.9 Comprehensive income (loss) attributable to CBI $ 719.0 For the Three Months Ended August 31, 2019 Net income (loss) attributable to CBI $ (525.2) Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ (76.5) $ — (76.5) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (76.5) — (76.5) Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) (34.0) 2.1 (31.9) Reclassification adjustments (3.7) — (3.7) Net gain (loss) recognized in other comprehensive income (loss) (37.7) 2.1 (35.6) Pension/postretirement adjustments: Net actuarial gain (loss) (0.1) — (0.1) Reclassification adjustments 0.1 — 0.1 Net gain (loss) recognized in other comprehensive income (loss) — — — Share of OCI of equity method investments Net gain (loss) (11.8) 2.8 (9.0) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (11.8) 2.8 (9.0) Other comprehensive income (loss) attributable to CBI $ (126.0) $ 4.9 (121.1) Comprehensive income (loss) attributable to CBI $ (646.3) Accumulated other comprehensive income (loss), net of income tax effect, includes the following components: Foreign Net Pension/ Share of OCI of Accumulated (in millions) Balance, February 29, 2020 $ (345.7) $ 62.5 $ (2.6) $ 19.5 $ (266.3) Other comprehensive income (loss): Other comprehensive income (loss) before reclassification adjustments (449.0) (160.2) (0.2) 34.1 (575.3) Amounts reclassified from accumulated other comprehensive income (loss) — 26.1 — — 26.1 Other comprehensive income (loss) (449.0) (134.1) (0.2) 34.1 (549.2) Balance, August 31, 2020 $ (794.7) $ (71.6) $ (2.8) $ 53.6 $ (815.5) |
Business Segment Information
Business Segment Information | 6 Months Ended |
Aug. 31, 2020 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATION Our internal management financial reporting consists of three business divisions: (i) Beer, (ii) Wine and Spirits, and (iii) Canopy and we report our operating results in four segments: (i) Beer, (ii) Wine and Spirits, (iii) Corporate Operations and Other, and (iv) Canopy. The Canopy Equity Method Investment makes up the Canopy segment. In the Beer segment, our portfolio consists of high-end imported beer, craft beer, and alternative beverage alcohol brands. We have an exclusive perpetual brand license to import, market, and sell our Mexican beer portfolio in the U.S. In the Wine and Spirits segment, we sell a portfolio that includes higher-margin, higher-growth wine brands complemented by certain higher-end spirits brands. Amounts included in the Corporate Operations and Other segment consist of costs of executive management, corporate development, corporate finance, corporate growth and strategy, human resources, internal audit, investor relations, legal, public relations, and information technology, as well as our investments made through our corporate venture capital function . All costs 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 (“CODM”) evaluation of the operating income (loss) 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. Long-lived tangible assets and total asset information by segment is not provided to, or reviewed by, our CODM as it is not used to make strategic decisions, allocate resources, or assess performance. 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 Six Months For the Three Months 2020 2019 2020 2019 (in millions) Cost of product sold Strategic business development costs $ (25.1) $ (62.5) $ (0.8) $ (18.0) Net gain (loss) on undesignated commodity derivative contracts (9.4) (26.8) 17.4 (10.9) COVID-19 incremental costs (5.5) — (0.9) — Flow through of inventory step-up (0.1) (1.2) (0.1) (0.8) Settlements of undesignated commodity derivative contracts 23.6 5.2 13.2 3.4 Accelerated depreciation — (5.3) — (1.8) Recovery of (loss on) inventory write-down — 8.6 — 8.6 Total cost of product sold (16.5) (82.0) 28.8 (19.5) For the Six Months For the Three Months 2020 2019 2020 2019 Selling, general, and administrative expenses Restructuring and other strategic business development costs (8.9) (23.1) (5.8) 0.5 Net gain (loss) on foreign currency derivative contracts (8.0) — — — COVID-19 incremental costs (4.6) — 1.9 — Transaction, integration, and other acquisition-related costs (3.9) (5.5) (3.1) (3.2) Impairment of intangible assets — (11.0) — (11.0) Other gains (losses) (1) 4.5 1.1 (2.9) (12.3) Total selling, general, and administrative expenses (20.9) (38.5) (9.9) (26.0) Impairment of assets held for sale (3.0) (27.0) 22.0 (27.0) Comparable Adjustments, Operating income (loss) $ (40.4) $ (147.5) $ 40.9 $ (72.5) (1) Includes the following: For the Six Months For the Three Months 2020 2019 2020 2019 Gain on vineyard sale $ 8.8 $ — $ — $ — Gain (loss) on Black Velvet Divestiture $ (3.6) $ — $ (3.0) $ — Increase in our ownership interest in Nelson’s Green Brier $ — $ 11.8 $ — $ 11.8 (Increase) in estimated fair value of a contingent liability associated with a prior period acquisition $ — $ (11.4) $ — $ (13.3) 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 2020 Annual Report. Amounts included below for the Canopy segment represent 100% of Canopy’s reported results on a two-month lag, prepared in accordance with U.S. GAAP , and converted from Canadian dollars to U.S. dollars. Although we own less than 100% of the outstanding shares of Canopy, 100% of the Canopy results are included in the information below and subsequently eliminated in order to reconcile to our consolidated financial statements . Segment information is as follows: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Beer Net sales $ 3,020.0 $ 3,117.8 $ 1,635.9 $ 1,640.4 Segment operating income (loss) $ 1,273.5 $ 1,265.9 $ 695.7 $ 685.3 Capital expenditures $ 198.5 $ 272.8 $ 90.2 $ 170.7 Depreciation and amortization $ 92.9 $ 106.2 $ 48.6 $ 51.9 For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Wine and Spirits Net sales: Wine $ 1,044.5 $ 1,146.1 $ 544.9 $ 611.1 Spirits 159.3 177.3 79.6 92.5 Net sales $ 1,203.8 $ 1,323.4 $ 624.5 $ 703.6 Segment operating income (loss) $ 325.5 $ 321.2 $ 161.5 $ 160.4 Income (loss) from unconsolidated investments $ 1.1 $ 3.0 $ (2.4) $ (1.0) Equity method investments (1) $ 119.2 $ 76.8 $ 119.2 $ 76.8 Capital expenditures $ 37.4 $ 43.1 $ 27.9 $ 16.2 Depreciation and amortization $ 45.3 $ 50.0 $ 22.8 $ 25.0 Corporate Operations and Other Segment operating income (loss) $ (109.9) $ (97.4) $ (59.4) $ (53.7) Income (loss) from unconsolidated investments $ 0.5 $ (1.3) $ 0.3 $ (0.2) Equity method investments $ 99.6 $ 81.0 $ 99.6 $ 81.0 Capital expenditures $ 41.9 $ 39.3 $ 15.5 $ 12.6 Depreciation and amortization $ 7.2 $ 10.5 $ 1.6 $ 5.2 Canopy Net sales $ 160.0 $ 138.4 $ 79.7 $ 67.7 Segment operating income (loss) $ (857.6) $ (330.5) $ (124.4) $ (160.5) Capital expenditures $ 114.4 $ 270.6 $ 44.4 $ 158.4 Depreciation and amortization $ 54.6 $ 35.0 $ 24.5 $ 17.4 Consolidation and Eliminations Net sales $ (160.0) $ (138.4) $ (79.7) $ (67.7) Operating income (loss) $ 857.6 $ 330.5 $ 124.4 $ 160.5 Income (loss) from unconsolidated investments $ (65.8) $ (109.1) $ (34.1) $ (54.7) Equity method investments $ 2,713.1 $ 2,846.0 $ 2,713.1 $ 2,846.0 Capital expenditures $ (114.4) $ (270.6) $ (44.4) $ (158.4) Depreciation and amortization $ (54.6) $ (35.0) $ (24.5) $ (17.4) Comparable Adjustments Operating income (loss) $ (40.4) $ (147.5) $ 40.9 $ (72.5) Income (loss) from unconsolidated investments $ (587.7) $ (2,147.9) $ (44.5) $ (1,268.8) Depreciation and amortization $ — $ 5.3 $ — $ 1.8 Consolidated Net sales $ 4,223.8 $ 4,441.2 $ 2,260.4 $ 2,344.0 Operating income (loss) $ 1,448.7 $ 1,342.2 $ 838.7 $ 719.5 Income (loss) from unconsolidated investments (2) $ (651.9) $ (2,255.3) $ (80.7) $ (1,324.7) Equity method investments (1) $ 2,931.9 $ 3,003.8 $ 2,931.9 $ 3,003.8 Capital expenditures $ 277.8 $ 355.2 $ 133.6 $ 199.5 Depreciation and amortization $ 145.4 $ 172.0 $ 73.0 $ 83.9 (1) Equity method investments balance at August 31, 2020, and August 31, 2019, exclude amounts reclassified to assets held for sale. (2) Income (loss) from unconsolidated investments consists of: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Unrealized net gain (loss) on securities measured at fair value $ (244.9) $ (1,666.6) $ (47.6) $ (839.1) Equity in earnings (losses) from Canopy and related activities (408.6) (590.4) (31.0) (484.4) Equity in earnings (losses) from other equity method investees 1.6 1.8 (2.1) (1.2) Net gain (loss) on sale of unconsolidated investment — (0.1) — — $ (651.9) $ (2,255.3) $ (80.7) $ (1,324.7) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Aug. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 29, 2020 (the “2020 Annual Report”). Results of operations for interim periods are not necessarily indicative of annual results. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Components of inventories | Elements of cost include materials, labor, and overhead and consist of the following: August 31, February 29, (in millions) Raw materials and supplies $ 136.9 $ 171.7 In-process inventories 765.4 814.7 Finished case goods 426.1 387.2 $ 1,328.4 $ 1,373.6 |
Acquisitions, Divestitures, a_2
Acquisitions, Divestitures, and Business Transformation (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Business Combinations [Abstract] | |
Components of gain on sale of business and assets held for sale | The following table summarizes the net gain recognized in connection with this divestiture: (in millions) Cash received from buyer $ 269.7 Net assets sold (213.3) AOCI reclassification adjustments, primarily foreign currency translation 20.9 Direct costs to sell (3.8) Working capital adjustments to be paid (3.0) Gain on sale of business $ 70.5 The carrying value of assets held for sale consist of the following: August 31, February 29, 2020 Wine and Spirits Beer (1) Wine and Spirits Consolidated (in millions) Assets Accounts receivable $ — $ 2.4 $ — $ 2.4 Inventories 563.9 13.7 576.9 590.6 Prepaid expenses and other 16.9 2.8 32.7 35.5 Assets held for sale - current 580.8 18.9 609.6 628.5 Property, plant, and equipment 133.2 55.9 172.6 228.5 Goodwill 287.2 4.7 304.3 309.0 Intangible assets 377.6 28.2 384.0 412.2 Equity method investments 0.4 — 1.0 1.0 Other assets 28.2 24.8 26.3 51.1 Less: Reserve for assets held for sale (410.0) (42.7) (407.0) (449.7) Assets held for sale 416.6 70.9 481.2 552.1 Liabilities Accounts payable 1.5 0.2 0.6 0.8 Other accrued expenses and liabilities 13.8 11.0 17.8 28.8 Deferred income taxes and other liabilities — 33.3 — 33.3 Liabilities held for sale (2) 15.3 44.5 18.4 62.9 Net assets held for sale $ 982.1 $ 45.3 $ 1,072.4 $ 1,117.7 (1) In March 2020, we completed the Ballast Point Divestiture. (2) Liabilities held for sale are included in the Consolidated Balance Sheets at August 31, 2020, and February 29, 2020, within the respective liability line items noted above. |
Components of wine and spirits optimization | We recognized charges in connection with our business transformation strategy which aligns our portfolio with consumer-led premiumization trends within the Wine and Spirits segment as follows: For the Six Months For the Three Months Results of Operations Location 2020 2019 2020 2019 (in millions) Loss on inventory write-downs Cost of product sold $ 4.0 $ 40.9 $ (0.1) $ 13.7 Contract termination costs Cost of product sold 16.9 20.1 — 4.3 Employee termination costs Selling, general, and administrative expenses 2.5 12.1 3.8 0.2 Other costs Selling, general, and administrative expenses 1.0 6.3 1.0 — Impairment of long-lived assets Impairment of assets held for sale 3.0 27.0 (22.0) 27.0 $ 27.4 $ 106.4 $ (17.3) $ 45.2 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
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: August 31, February 29, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts $ 1,527.2 $ 1,831.0 Interest rate swap contracts $ — $ 375.0 Treasury lock contracts $ — $ 300.0 Derivative instruments not designated as hedging instruments Foreign currency contracts $ 366.8 $ 1,180.2 Commodity derivative contracts $ 246.5 $ 282.8 |
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 August 31, February 29, August 31, February 29, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 5.7 $ 47.8 Other accrued expenses and liabilities $ 30.5 $ 13.0 Other assets $ 8.5 $ 39.5 Deferred income taxes and other liabilities $ 32.7 $ 7.1 Interest rate swap contracts: Prepaid expenses and other $ — $ — Other accrued expenses and liabilities $ — $ 0.8 Treasury lock contracts: Prepaid expenses and other $ — $ — Other accrued expenses and liabilities $ — $ 7.6 Derivative instruments not designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 2.7 $ 9.0 Other accrued expenses and liabilities $ 1.3 $ 14.3 Commodity derivative contracts: Prepaid expenses and other $ 3.7 $ 0.5 Other accrued expenses and liabilities $ 20.0 $ 25.4 Other assets $ 1.8 $ 0.1 Deferred income taxes and other liabilities $ 11.0 $ 15.5 |
Effect of derivative instruments on our results of operations | The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as Other Comprehensive Income (Loss) (“OCI”), net of income tax effect, is as follows: Derivative Instruments in Net Location of Net Gain (Loss) Net (in millions) For the Six Months Ended August 31, 2020 Foreign currency contracts $ (156.0) Sales $ 0.9 Cost of product sold (27.2) Interest rate swap contracts (0.6) Interest expense (1.1) Treasury lock contracts (16.1) Interest expense (0.7) $ (172.7) $ (28.1) Derivative Instruments in Net Location of Net Gain (Loss) Net (in millions) For the Six Months Ended August 31, 2019 Foreign currency contracts $ (35.6) Sales $ — Cost of product sold 7.8 Interest rate swap contracts (0.6) Interest expense — $ (36.2) $ 7.8 For the Three Months Ended August 31, 2020 Foreign currency contracts $ 37.4 Sales $ 0.5 Cost of product sold (18.7) Interest rate swap contracts (0.3) Interest expense (0.7) Treasury lock contracts — Interest expense (0.7) $ 37.1 $ (19.6) For the Three Months Ended August 31, 2019 Foreign currency contracts $ (33.2) Sales $ — Cost of product sold 4.2 Interest rate swap contracts (0.6) Interest expense — $ (33.8) $ 4.2 The effect of our undesignated derivative instruments on our results of operations is as follows: Derivative Instruments Not Location of Net Gain (Loss) Net (in millions) For the Six Months Ended August 31, 2020 Commodity derivative contracts Cost of product sold $ (9.4) Foreign currency contracts Selling, general, and administrative expenses (20.0) $ (29.4) For the Six Months Ended August 31, 2019 Commodity derivative contracts Cost of product sold $ (26.8) Foreign currency contracts Selling, general, and administrative expenses (8.9) $ (35.7) For the Three Months Ended August 31, 2020 Commodity derivative contracts Cost of product sold $ 17.4 Foreign currency contracts Selling, general and administrative expenses 5.9 $ 23.3 Derivative Instruments Not Location of Net Gain (Loss) Net (in millions) For the Three Months Ended August 31, 2019 Commodity derivative contracts Cost of product sold $ (10.9) Foreign currency contracts Selling, general and administrative expenses (5.1) $ (16.0) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement inputs | The inputs used to estimate the fair value of the Canopy warrants (all as defined in Note 8) are as follows: August 31, 2020 (1) (2) February 29, 2020 (2) Tranche A Warrants (3) Tranche B Warrants (4) Tranche A Warrants (3) Tranche B Warrants (4) November 2017 Canopy Warrants (3) Exercise price (5) C$ 50.40 C$ 76.68 C$ 50.40 C$ 76.68 C$ 12.98 Valuation date stock price (6) C$ 21.51 C$ 21.51 C$ 25.17 C$ 25.17 C$ 25.17 Remaining contractual term (7) 3.2 years 6.2 years 3.7 years 6.7 years 0.2 years Expected volatility (8) 75.0 % 75.0 % 70.0 % 70.0 % 105.3 % Risk-free interest rate (9) 0.3 % 0.4 % 1.1 % 1.1 % 1.5 % Expected dividend yield (10) 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % (1) The November 2017 Canopy Warrants were exercised on May 1, 2020 and as such are not included in the table as of August 31, 2020. (2) The exercise price for the Tranche C Warrants is based on the volume-weighted average of the closing market price of Canopy’s common shares on the Toronto Stock Exchange (“TSX”) for the five trading days immediately preceding the exercise date (“VWAP Exercise Price”) and are not included in the table as there is no fair value assigned. (3) The fair value is estimated using the Black-Scholes option-pricing model (Level 2 fair value measurement). (4) The fair value is estimated using Monte Carlo simulations (Level 2 fair value measurement). (5) Based on the exercise price from the applicable underlying agreements. (6) Based on the closing market price for Canopy common stock on the TSX as of the applicable date. (7) Based on the following expiration dates for the November 2017 Canopy Warrants and November 2018 Canopy Warrants (all as defined in Note 8): November 2017 Canopy Warrants May 1, 2020 Tranche A Warrants November 1, 2023 Tranche B Warrants November 1, 2026 (8) Based on consideration of historical and/or implied volatility levels of the underlying equity security and limited consideration of historical peer group volatility levels. (9) Based on the implied yield currently available on Canadian Treasury zero coupon issues with a remaining term equal to the expiration date of the applicable warrants. (10) Based on historical dividend levels. The inputs used to estimate the fair value of the Canopy Debt Securities are as follows: August 31, February 29, Conversion price (1) C$ 48.17 C$ 48.17 Valuation date stock price (2) C$ 21.51 C$ 25.17 Remaining term (3) 2.9 years 3.4 years Expected volatility (4) 61.9 % 58.2 % Risk-free interest rate (5) 0.3 % 1.1 % Expected dividend yield (6) 0.0 % 0.0 % (1) Based on the rate which the Canopy Debt Securities may be converted into equity shares, or the equivalent amount of cash, at the option of the issuer. (2) Based on the closing market price for Canopy common stock on the TSX as of the applicable date. (3) Based on the contractual maturity date of the notes. (4) Based on historical volatility levels of the underlying equity security, reduced for certain risks associated with debt securities. (5) Based on the implied yield currently available on Canadian Treasury zero coupon issues with a term equal to the remaining contractual term of the debt securities. (6) Based on historical dividend levels. |
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 Significant Significant Total (in millions) August 31, 2020 Assets: Foreign currency contracts $ — $ 16.9 $ — $ 16.9 Commodity derivative contracts $ — $ 5.5 $ — $ 5.5 Equity securities (1) $ — $ 635.9 $ — $ 635.9 Canopy Debt Securities (1) $ — $ 128.1 $ — $ 128.1 Liabilities: Foreign currency contracts $ — $ 64.5 $ — $ 64.5 Commodity derivative contracts $ — $ 31.0 $ — $ 31.0 February 29, 2020 Assets: Foreign currency contracts $ — $ 96.3 $ — $ 96.3 Commodity derivative contracts $ — $ 0.6 $ — $ 0.6 Equity securities (1) $ — $ 991.5 $ — $ 991.5 Canopy Debt Securities (1) $ — $ 125.6 $ — $ 125.6 Liabilities: Foreign currency contracts $ — $ 34.4 $ — $ 34.4 Commodity derivative contracts $ — $ 40.9 $ — $ 40.9 Interest rate swap contracts $ — $ 0.8 $ — $ 0.8 Treasury lock contracts $ — $ 7.6 $ — $ 7.6 (1) Unrealized net gain (loss) from the changes in fair value of our securities measured at fair value recognized in income (loss) from unconsolidated investments, are as follows: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) November 2017 Canopy Warrants (i) $ (61.8) $ (450.8) $ — $ (316.7) November 2018 Canopy Warrants (ii) (180.6) (1,134.4) (57.6) (473.6) Canopy Debt Securities (2.5) (81.4) 10.0 (48.8) $ (244.9) $ (1,666.6) $ (47.6) $ (839.1) (i) The November 2017 Canopy Warrants were exercised in May 2020. For additional information on the November 2017 Canopy Warrants and the related exercise, refer to Note 8. (ii) The terms of the November 2018 Canopy Warrants were modified in June 2019. For additional information on the November 2018 Canopy Warrants and the related modification, refer to Note 8. The amounts for the six months and three months ended August 31, 2019, are net of a $1,176.0 million unrealized gain resulting from the June 2019 Warrant Modification. |
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 periods presented: Fair Value Measurements Using Quoted Significant Significant Total Losses (in millions) For the Six Months Ended August 31, 2020 Long-lived assets held for sale $ — $ — $ 795.2 $ 3.0 For the Six Months Ended August 31, 2019 Long-lived assets held for sale $ — $ — $ 1,444.4 $ 27.0 Trademarks — — 17.0 11.0 Total $ — $ — $ 1,461.4 $ 38.0 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
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 28, 2019 $ 5,167.9 $ 2,920.9 $ 8,088.8 Purchase accounting allocations (1) — 58.8 58.8 Black Velvet Divestiture — (72.2) (72.2) Foreign currency translation adjustments 0.2 (9.5) (9.3) Reclassified (to) from assets held for sale (2) (4.7) (304.3) (309.0) Balance, February 29, 2020 5,163.4 2,593.7 7,757.1 Purchase accounting allocations (3) — 14.2 14.2 Foreign currency translation adjustments (80.5) 8.6 (71.9) Reclassified (to) from assets held for sale (2) 0.9 17.1 18.0 Balance, August 31, 2020 $ 5,083.8 $ 2,633.6 $ 7,717.4 (1) Purchase accounting allocations associated primarily with the acquisition of Nelson’s Green Brier (Wine and Spirits). (2) Primarily in connection with the Wine and Spirits Transactions, goodwill associated with the businesses being sold was reclassified (to) from assets held for sale based on the relative fair values of the portion of the business being sold and the remaining wine and spirits and beer portfolios. The relative fair values were determined using the income approach based on assumptions, including projected revenue growth rates, terminal growth rate, and discount rate and other projected financial information. (3) Preliminary purchase accounting allocations associated with the acquisition of Empathy Wines (Wine and Spirits). |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Major components of intangible assets, Amortizable intangible assets | The major components of intangible assets are as follows: August 31, 2020 February 29, 2020 Gross Net Gross Net (in millions) Amortizable intangible assets Customer relationships $ 87.7 $ 29.4 $ 87.4 $ 31.8 Other 20.4 0.3 20.2 0.3 Total $ 108.1 29.7 $ 107.6 32.1 Nonamortizable intangible assets Trademarks 2,708.6 2,686.8 Total intangible assets $ 2,738.3 $ 2,718.9 |
Major components of intangible assets, Nonamortizable intangible assets | The major components of intangible assets are as follows: August 31, 2020 February 29, 2020 Gross Net Gross Net (in millions) Amortizable intangible assets Customer relationships $ 87.7 $ 29.4 $ 87.4 $ 31.8 Other 20.4 0.3 20.2 0.3 Total $ 108.1 29.7 $ 107.6 32.1 Nonamortizable intangible assets Trademarks 2,708.6 2,686.8 Total intangible assets $ 2,738.3 $ 2,718.9 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investments | Our equity method investments are as follows: August 31, 2020 February 29, 2020 Carrying Value Ownership Percentage (1) Carrying Value Ownership Percentage (in millions) Canopy Equity Method Investment $ 2,713.1 37.3 % $ 2,911.7 35.3 % Other equity method investments (2) 218.8 20%-50% 182.2 20%-50% $ 2,931.9 $ 3,093.9 (1) Reflects our ownership interest in Canopy on a prorated basis for the May 2020 Canopy Investment, see defined term below. (2) The other equity method investments balance at August 31, 2020, and February 29, 2020, excludes investments reclassified to assets held for sale. Amounts included in our consolidated results of operations for each period are as follows: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Equity in earnings (losses) from Canopy and related activities $ (408.6) $ (590.4) $ (31.0) $ (484.4) The following table presents summarized financial information for Canopy presented in accordance with U.S. GAAP. We recognize our equity in earnings (losses) for Canopy on a two-month lag. Accordingly, we recognized our share of Canopy’s earnings (losses) for the periods January through June 2020 and January through June 2019 in our six months ended August 31, 2020, and August 31, 2019, results, respectively. We recognized our share of Canopy’s earnings (losses) for the periods April through June 2020 and April through June 2019 in our three months ended August 31, 2020, and August 31, 2019, results, respectively. The amounts shown represent 100% of Canopy’s results of operations for the respective periods, however, the results of operations for the six months and three months ended August 31, 2019, exclude the impact of the June 2019 Warrant Modification Loss because it was recorded by Canopy within equity. The six months and three months ended August 31, 2020, includes costs designed to improve Canopy’s organizational focus, streamline operations, and align production capability with projected demand. For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Net sales $ 160.0 $ 138.4 $ 79.7 $ 67.7 Gross profit (loss) $ (52.6) $ 21.1 $ 4.7 $ 9.8 Net income (loss) $ (1,066.2) $ (418.6) $ (92.6) $ (149.7) Net income (loss) attributable to Canopy $ (1,031.7) $ (430.4) $ (78.3) $ (146.3) |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings consist of the following: August 31, 2020 February 29, Current Long-term Total Total (in millions) Short-term borrowings Commercial paper $ — $ 238.9 $ — $ 238.9 Long-term debt Term loan credit facilities $ 24.6 $ 442.1 $ 466.7 $ 1,295.7 Senior notes 499.5 10,615.7 11,115.2 10,624.7 Other 9.7 9.0 18.7 25.3 $ 533.8 $ 11,066.8 $ 11,600.6 $ 11,945.7 As of August 31, 2020, aggregate credit facilities under the 2020 Credit Agreement and the March 2020 Term Credit Agreement consist of the following: Amount Maturity (in millions) 2020 Credit Agreement Revolving Credit Facility (1) (2) $ 2,000.0 Sept 14, 2023 March 2020 Term Credit Agreement 2019 Five-Year Term Facility (1) (3) $ 491.3 Jun 28, 2024 (1) Contractual interest rate varies based on our debt rating (as defined in the respective agreement) and is a function of LIBOR plus a margin, or the base rate plus a margin, or, in certain circumstances where LIBOR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin. (2) We and/or CB International are the borrower under the $2,000.0 million Revolving Credit Facility. Includes a sub-facility for letters of credit of up to $200.0 million. (3) We are the borrower under the 2019 Five-Year Term Facility. As of August 31, 2020, information with respect to borrowings under the 2020 Credit Agreement and the March 2020 Term Credit Agreement is as follows: 2020 March 2020 Revolving 2019 Five- Year Term Facility (1) (in millions) Outstanding borrowings $ — $ 466.7 Interest rate — % 1.0 % LIBOR margin — % 0.88 % Outstanding letters of credit $ 11.8 Remaining borrowing capacity (2) $ 1,988.2 (1) Outstanding term loan facilities borrowings are net of unamortized debt issuance costs. (2) Net of outstanding revolving credit facility borrowings, outstanding letters of credit under the 2020 Credit Agreement, and outstanding borrowings under our commercial paper program (excluding unamortized discount) (see “Commercial paper program”). In April 2020, we issued $1,200.0 million aggregate principal amount of senior notes (the “April 2020 Senior Notes”). Proceeds from this offering, net of discount and debt issuance costs, were $1,183.3 million. The April 2020 Senior Notes consist of: Date of Redemption Principal Maturity Interest Payments Stated Redemption Rate Stated Basis Points (in millions, except basis points) 2.875% Senior Notes (1) (2) $ 600.0 May 2030 May/Nov Feb 2030 35 3.75% Senior Notes (1) (2) $ 600.0 May 2050 May/Nov Nov 2049 40 (1) Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness. (2) Redeemable, in whole or in part, at our option at any time prior to the stated redemption date as defined in the indenture, at a redemption rate 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 the stated basis points as defined in the indenture. On or after the stated redemption date, 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. |
Schedule of maturities of long-term debt | As of August 31, 2020, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $66.9 million and $17.9 million, respectively) for the remaining six months of fiscal 2021 and for each of the five succeeding fiscal years and thereafter are as follows: (in millions) 2021 $ 17.4 2022 1,182.2 2023 1,828.9 2024 1,076.2 2025 780.7 2026 900.0 Thereafter 5,900.0 $ 11,685.4 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
Number of shares of common stock issued and treasury stock, and associated share activity | The number of shares of common stock issued and treasury stock, and associated share activity, are as follows: Common Stock Treasury Stock Class A Class B Class 1 Class A Class B Balance at February 29, 2020 186,090,745 28,300,206 1,692,227 18,256,826 5,005,800 Conversion of shares 2,532 (2,532) — — — Exercise of stock options — — 2,576 (44,593) — Vesting of restricted stock units (1) — — — (76,019) — Vesting of performance share units (1) — — — (17,335) — Balance at May 31, 2020 186,093,277 28,297,674 1,694,803 18,118,879 5,005,800 Conversion of shares 684,808 (11,113) (673,695) — — Exercise of stock options — — — (781,075) — Employee stock purchases — — — (32,867) — Vesting of restricted stock units (1) — — — (3,514) — Balance at August 31, 2020 186,778,085 28,286,561 1,021,108 17,301,423 5,005,800 Balance at February 28, 2019 185,740,178 28,322,419 1,149,624 18,927,966 5,005,800 Conversion of shares 133,667 (55) (133,612) — — Exercise of stock options — — 2,107 (173,725) — Vesting of restricted stock units (1) — — — (88,683) — Vesting of performance share units (1) — — — (29,015) — Cancellation of restricted shares — — — 444 — Balance at May 31, 2019 185,873,845 28,322,364 1,018,119 18,636,987 5,005,800 Share repurchases — — — 265,593 — Conversion of shares 6,267 (543) (5,724) — — Exercise of stock options — — — (258,628) — Employee stock purchases — — — (36,840) — Vesting of restricted stock units (1) — — — (2,148) — Balance at August 31, 2019 185,880,112 28,321,821 1,012,395 18,604,964 5,005,800 (1) Net of the following shares withheld to satisfy tax withholding requirements: For the Three For the Three For the Six 2020 Restricted Stock Units 37,506 187 37,693 Performance Share Units 9,433 — 9,433 2019 Restricted Stock Units 48,562 1,176 49,738 Performance Share Units 17,439 — 17,439 |
Summary of share repurchase activity | As of August 31, 2020, total shares repurchased under the 2018 Authorizations are as follows: Class A Common Shares Repurchase Dollar Value Number of (in millions, except share data) 2018 Authorization $ 3,000.0 $ 1,045.9 4,897,605 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share Attributable to CBI (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and diluted net income (loss) per common share attributable to CBI | The computation of basic and diluted net income (loss) per common share is as follows: For the Six Months Ended August 31, 2020 August 31, 2019 Common Stock Common Stock Class A Class B Class A Class B (in millions, except per share data) Net income (loss) attributable to CBI allocated – basic $ 297.3 $ 36.9 $ (684.1) $ (86.5) Conversion of Class B common shares into Class A common shares 36.9 — — — Effect of stock-based awards on allocated net income (loss) — — — — Net income (loss) attributable to CBI allocated – diluted $ 334.2 $ 36.9 $ (684.1) $ (86.5) Weighted average common shares outstanding – basic 169.841 23.289 168.215 23.316 Conversion of Class B common shares into Class A common shares (1) 23.289 — — — Stock-based awards, primarily stock options (1) 1.832 — — — Weighted average common shares outstanding – diluted 194.962 23.289 168.215 23.316 Net income (loss) per common share attributable to CBI – basic $ 1.74 $ 1.58 $ (4.08) $ (3.71) Net income (loss) per common share attributable to CBI – diluted $ 1.71 $ 1.58 $ (4.08) $ (3.71) For the Three Months Ended August 31, 2020 August 31, 2019 Common Stock Common Stock Class A Class B Class A Class B (in millions, except per share data) Net income (loss) attributable to CBI allocated – basic $ 455.5 $ 56.6 $ (466.4) $ (58.8) Conversion of Class B common shares into Class A common shares 56.6 — — — Effect of stock-based awards on allocated net income (loss) — (0.4) — — Net income (loss) attributable to CBI allocated – diluted $ 512.1 $ 56.2 $ (466.4) $ (58.8) Weighted average common shares outstanding – basic 170.078 23.284 168.310 23.316 Conversion of Class B common shares into Class A common shares (1) 23.284 — — — Stock-based awards, primarily stock options (1) 1.780 — — — Weighted average common shares outstanding – diluted 195.142 23.284 168.310 23.316 Net income (loss) per common share attributable to CBI – basic $ 2.68 $ 2.43 $ (2.77) $ (2.52) Net income (loss) per common share attributable to CBI – diluted $ 2.62 $ 2.42 $ (2.77) $ (2.52) (1) We have excluded the following weighted average common shares outstanding from the calculation of diluted net income (loss) per common share, as the effect of including these would have been anti-dilutive: For the Six Months Ended For the Three Months Ended August 31, 2019 August 31, 2019 (in millions) Class B Convertible Common Stock 23.317 23.316 Stock-based awards, primarily stock options 3.368 3.305 |
Comprehensive Income (Loss) A_2
Comprehensive Income (Loss) Attributable to CBI (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
Reconciliation of net income (loss) attributable to CBI to comprehensive income (loss) attributable to CBI | The reconciliation of net income (loss) attributable to CBI to comprehensive income (loss) attributable to CBI is as follows: Before Tax Tax (Expense) Net of Tax (in millions) For the Six Months Ended August 31, 2020 Net income (loss) attributable to CBI $ 334.2 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ (449.0) $ — (449.0) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (449.0) — (449.0) Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) (163.4) 3.2 (160.2) Reclassification adjustments 28.0 (1.9) 26.1 Net gain (loss) recognized in other comprehensive income (loss) (135.4) 1.3 (134.1) Before Tax Tax (Expense) Net of Tax (in millions) Pension/postretirement adjustments: Net actuarial gain (loss) (0.2) — (0.2) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (0.2) — (0.2) Share of OCI of equity method investments Net gain (loss) 34.7 (0.6) 34.1 Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) 34.7 (0.6) 34.1 Other comprehensive income (loss) attributable to CBI $ (549.9) $ 0.7 (549.2) Comprehensive income (loss) attributable to CBI $ (215.0) For the Six Months Ended August 31, 2019 Net income (loss) attributable to CBI $ (770.6) Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ (58.2) $ — (58.2) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (58.2) — (58.2) Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) (38.4) 3.8 (34.6) Reclassification adjustments (6.0) (0.6) (6.6) Net gain (loss) recognized in other comprehensive income (loss) (44.4) 3.2 (41.2) Pension/postretirement adjustments: Net actuarial gain (loss) — — — Reclassification adjustments 0.1 — 0.1 Net gain (loss) recognized in other comprehensive income (loss) 0.1 — 0.1 Share of OCI of equity method investments Net gain (loss) (30.6) 7.2 (23.4) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (30.6) 7.2 (23.4) Other comprehensive income (loss) attributable to CBI $ (133.1) $ 10.4 (122.7) Comprehensive income (loss) attributable to CBI $ (893.3) For the Three Months Ended August 31, 2020 Net income (loss) attributable to CBI $ 512.1 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ 170.9 $ — 170.9 Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) 170.9 — 170.9 Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) 37.1 (2.1) 35.0 Reclassification adjustments 20.3 (1.4) 18.9 Net gain (loss) recognized in other comprehensive income (loss) 57.4 (3.5) 53.9 Pension/postretirement adjustments: Net actuarial gain (loss) (0.7) 0.2 (0.5) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (0.7) 0.2 (0.5) Before Tax Tax (Expense) Net of Tax (in millions) Share of OCI of equity method investments Net gain (loss) (17.8) 0.4 (17.4) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (17.8) 0.4 (17.4) Other comprehensive income (loss) attributable to CBI $ 209.8 $ (2.9) 206.9 Comprehensive income (loss) attributable to CBI $ 719.0 For the Three Months Ended August 31, 2019 Net income (loss) attributable to CBI $ (525.2) Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ (76.5) $ — (76.5) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (76.5) — (76.5) Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) (34.0) 2.1 (31.9) Reclassification adjustments (3.7) — (3.7) Net gain (loss) recognized in other comprehensive income (loss) (37.7) 2.1 (35.6) Pension/postretirement adjustments: Net actuarial gain (loss) (0.1) — (0.1) Reclassification adjustments 0.1 — 0.1 Net gain (loss) recognized in other comprehensive income (loss) — — — Share of OCI of equity method investments Net gain (loss) (11.8) 2.8 (9.0) Reclassification adjustments — — — Net gain (loss) recognized in other comprehensive income (loss) (11.8) 2.8 (9.0) Other comprehensive income (loss) attributable to CBI $ (126.0) $ 4.9 (121.1) Comprehensive income (loss) attributable to CBI $ (646.3) |
Accumulated other comprehensive income (loss), net of income tax effect | Accumulated other comprehensive income (loss), net of income tax effect, includes the following components: Foreign Net Pension/ Share of OCI of Accumulated (in millions) Balance, February 29, 2020 $ (345.7) $ 62.5 $ (2.6) $ 19.5 $ (266.3) Other comprehensive income (loss): Other comprehensive income (loss) before reclassification adjustments (449.0) (160.2) (0.2) 34.1 (575.3) Amounts reclassified from accumulated other comprehensive income (loss) — 26.1 — — 26.1 Other comprehensive income (loss) (449.0) (134.1) (0.2) 34.1 (549.2) Balance, August 31, 2020 $ (794.7) $ (71.6) $ (2.8) $ 53.6 $ (815.5) |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Segment Reporting [Abstract] | |
Comparable adjustments | Comparable Adjustments that impacted comparability in our segment operating income (loss) for each period are as follows: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Cost of product sold Strategic business development costs $ (25.1) $ (62.5) $ (0.8) $ (18.0) Net gain (loss) on undesignated commodity derivative contracts (9.4) (26.8) 17.4 (10.9) COVID-19 incremental costs (5.5) — (0.9) — Flow through of inventory step-up (0.1) (1.2) (0.1) (0.8) Settlements of undesignated commodity derivative contracts 23.6 5.2 13.2 3.4 Accelerated depreciation — (5.3) — (1.8) Recovery of (loss on) inventory write-down — 8.6 — 8.6 Total cost of product sold (16.5) (82.0) 28.8 (19.5) For the Six Months For the Three Months 2020 2019 2020 2019 Selling, general, and administrative expenses Restructuring and other strategic business development costs (8.9) (23.1) (5.8) 0.5 Net gain (loss) on foreign currency derivative contracts (8.0) — — — COVID-19 incremental costs (4.6) — 1.9 — Transaction, integration, and other acquisition-related costs (3.9) (5.5) (3.1) (3.2) Impairment of intangible assets — (11.0) — (11.0) Other gains (losses) (1) 4.5 1.1 (2.9) (12.3) Total selling, general, and administrative expenses (20.9) (38.5) (9.9) (26.0) Impairment of assets held for sale (3.0) (27.0) 22.0 (27.0) Comparable Adjustments, Operating income (loss) $ (40.4) $ (147.5) $ 40.9 $ (72.5) (1) Includes the following: For the Six Months For the Three Months 2020 2019 2020 2019 Gain on vineyard sale $ 8.8 $ — $ — $ — Gain (loss) on Black Velvet Divestiture $ (3.6) $ — $ (3.0) $ — Increase in our ownership interest in Nelson’s Green Brier $ — $ 11.8 $ — $ 11.8 (Increase) in estimated fair value of a contingent liability associated with a prior period acquisition $ — $ (11.4) $ — $ (13.3) |
Segment information | Segment information is as follows: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Beer Net sales $ 3,020.0 $ 3,117.8 $ 1,635.9 $ 1,640.4 Segment operating income (loss) $ 1,273.5 $ 1,265.9 $ 695.7 $ 685.3 Capital expenditures $ 198.5 $ 272.8 $ 90.2 $ 170.7 Depreciation and amortization $ 92.9 $ 106.2 $ 48.6 $ 51.9 For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Wine and Spirits Net sales: Wine $ 1,044.5 $ 1,146.1 $ 544.9 $ 611.1 Spirits 159.3 177.3 79.6 92.5 Net sales $ 1,203.8 $ 1,323.4 $ 624.5 $ 703.6 Segment operating income (loss) $ 325.5 $ 321.2 $ 161.5 $ 160.4 Income (loss) from unconsolidated investments $ 1.1 $ 3.0 $ (2.4) $ (1.0) Equity method investments (1) $ 119.2 $ 76.8 $ 119.2 $ 76.8 Capital expenditures $ 37.4 $ 43.1 $ 27.9 $ 16.2 Depreciation and amortization $ 45.3 $ 50.0 $ 22.8 $ 25.0 Corporate Operations and Other Segment operating income (loss) $ (109.9) $ (97.4) $ (59.4) $ (53.7) Income (loss) from unconsolidated investments $ 0.5 $ (1.3) $ 0.3 $ (0.2) Equity method investments $ 99.6 $ 81.0 $ 99.6 $ 81.0 Capital expenditures $ 41.9 $ 39.3 $ 15.5 $ 12.6 Depreciation and amortization $ 7.2 $ 10.5 $ 1.6 $ 5.2 Canopy Net sales $ 160.0 $ 138.4 $ 79.7 $ 67.7 Segment operating income (loss) $ (857.6) $ (330.5) $ (124.4) $ (160.5) Capital expenditures $ 114.4 $ 270.6 $ 44.4 $ 158.4 Depreciation and amortization $ 54.6 $ 35.0 $ 24.5 $ 17.4 Consolidation and Eliminations Net sales $ (160.0) $ (138.4) $ (79.7) $ (67.7) Operating income (loss) $ 857.6 $ 330.5 $ 124.4 $ 160.5 Income (loss) from unconsolidated investments $ (65.8) $ (109.1) $ (34.1) $ (54.7) Equity method investments $ 2,713.1 $ 2,846.0 $ 2,713.1 $ 2,846.0 Capital expenditures $ (114.4) $ (270.6) $ (44.4) $ (158.4) Depreciation and amortization $ (54.6) $ (35.0) $ (24.5) $ (17.4) Comparable Adjustments Operating income (loss) $ (40.4) $ (147.5) $ 40.9 $ (72.5) Income (loss) from unconsolidated investments $ (587.7) $ (2,147.9) $ (44.5) $ (1,268.8) Depreciation and amortization $ — $ 5.3 $ — $ 1.8 Consolidated Net sales $ 4,223.8 $ 4,441.2 $ 2,260.4 $ 2,344.0 Operating income (loss) $ 1,448.7 $ 1,342.2 $ 838.7 $ 719.5 Income (loss) from unconsolidated investments (2) $ (651.9) $ (2,255.3) $ (80.7) $ (1,324.7) Equity method investments (1) $ 2,931.9 $ 3,003.8 $ 2,931.9 $ 3,003.8 Capital expenditures $ 277.8 $ 355.2 $ 133.6 $ 199.5 Depreciation and amortization $ 145.4 $ 172.0 $ 73.0 $ 83.9 (1) Equity method investments balance at August 31, 2020, and August 31, 2019, exclude amounts reclassified to assets held for sale. (2) Income (loss) from unconsolidated investments consists of: For the Six Months For the Three Months 2020 2019 2020 2019 (in millions) Unrealized net gain (loss) on securities measured at fair value $ (244.9) $ (1,666.6) $ (47.6) $ (839.1) Equity in earnings (losses) from Canopy and related activities (408.6) (590.4) (31.0) (484.4) Equity in earnings (losses) from other equity method investees 1.6 1.8 (2.1) (1.2) Net gain (loss) on sale of unconsolidated investment — (0.1) — — $ (651.9) $ (2,255.3) $ (80.7) $ (1,324.7) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | |
Inventory Disclosure [Abstract] | |||||
Raw materials and supplies | $ 136.9 | $ 136.9 | $ 171.7 | ||
In-process inventories | 765.4 | 765.4 | 814.7 | ||
Finished case goods | 426.1 | 426.1 | 387.2 | ||
Inventories, Total | 1,328.4 | 1,328.4 | $ 1,373.6 | ||
Amounts purchased under related party arrangements | $ 11.1 | $ 37.9 | $ 20.2 | $ 126.4 |
Acquisitions, Divestitures, a_3
Acquisitions, Divestitures, and Business Transformation - Acquisitions (Details) $ in Millions | 6 Months Ended |
Aug. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Preexisting equity interest, percentage | 20.00% |
Nelson's Green Brier Acquisition | |
Business Acquisition [Line Items] | |
Noncontrolling interest, percentage | 25.00% |
Operating Segments | Wine and Spirits | Nelson's Green Brier Acquisition | |
Business Acquisition [Line Items] | |
Equity interest, percentage | 75.00% |
Increase in our ownership interest in Nelson’s Green Brier | $ 11.8 |
Acquisitions, Divestitures, a_4
Acquisitions, Divestitures, and Business Transformation - Divestitures and Business Transformation and Other Updates (Details) - USD ($) | Mar. 02, 2020 | Nov. 01, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Feb. 29, 2020 | Jun. 30, 2020 | May 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment of assets | $ (22,000,000) | $ 27,000,000 | $ 3,000,000 | $ 27,000,000 | |||||||
Mexicali Brewery [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Additional committed costs | 200,000,000 | 200,000,000 | $ 200,000,000 | ||||||||
Construction in progress | Mexicali Brewery [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Capital expenditures | 720,000,000 | 720,000,000 | 720,000,000 | ||||||||
Disposal Group, Not Discontinued Operations | Operating Segments | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment of assets | (22,000,000) | 27,000,000 | 3,000,000 | 27,000,000 | |||||||
Ballast Point Divestiture | Disposal Group, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash proceeds | $ 41,100,000 | ||||||||||
Black Velvet Divestiture | Disposal Group, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash proceeds | $ 269,700,000 | ||||||||||
Transaction value of divestiture | $ 266,300,000 | ||||||||||
Gain (loss) on sale of business | $ (3,000,000) | $ 0 | $ (3,600,000) | $ 0 | $ 70,500,000 | $ 74,100,000 | |||||
Further Revised Wine and Spirits Transaction | Disposal Group, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Transaction value of divestiture | $ 783,000,000 | ||||||||||
Maximum potential contingent consideration receivable | $ 250,000,000 | ||||||||||
Nobilo Transaction | Disposal Group, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Transaction value of divestiture | $ 130,000,000 | ||||||||||
Paul Masson Transaction | Disposal Group, Not Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Aggregate transaction value of divestiture | $ 255,000,000 |
Acquisitions, Divestitures, a_5
Acquisitions, Divestitures, and Business Transformation - Summary of Gain Recognized in Connection with Divestiture (Details) - Black Velvet Divestiture - Disposal Group, Not Discontinued Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Feb. 29, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash received from buyer | $ 269.7 | |||||
AOCI reclassification adjustments, primarily foreign currency translation | 20.9 | |||||
Direct costs to sell | (3.8) | |||||
Gain (loss) on sale of business | $ (3) | $ 0 | $ (3.6) | $ 0 | 70.5 | $ 74.1 |
Working capital adjustments to be paid | (3) | |||||
Operating Segments | Wine and Spirits | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net assets sold | $ (213.3) |
Acquisitions, Divestitures, a_6
Acquisitions, Divestitures, and Business Transformation - Carrying Value of Assets Held-for-Sale (Details) - USD ($) $ in Millions | Aug. 31, 2020 | Feb. 29, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale - current | $ 580.8 | $ 628.5 |
Assets held for sale | 416.6 | 552.1 |
Operating Segments | Disposal Group, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 2.4 | |
Inventories | 590.6 | |
Prepaid expenses and other | 35.5 | |
Assets held for sale - current | 628.5 | |
Property, plant, and equipment | 228.5 | |
Goodwill | 309 | |
Intangible assets | 412.2 | |
Equity method investments | 1 | |
Other assets | 51.1 | |
Reserve for assets held for sale | (449.7) | |
Assets held for sale | 552.1 | |
Accounts payable | 0.8 | |
Other accrued expenses and liabilities | 28.8 | |
Deferred income taxes and other liabilities | 33.3 | |
Liabilities held for sale | 62.9 | |
Net assets held for sale | 1,117.7 | |
Operating Segments | Wine and Spirits | Disposal Group, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 0 | 0 |
Inventories | 563.9 | 576.9 |
Prepaid expenses and other | 16.9 | 32.7 |
Assets held for sale - current | 580.8 | 609.6 |
Property, plant, and equipment | 133.2 | 172.6 |
Goodwill | 287.2 | 304.3 |
Intangible assets | 377.6 | 384 |
Equity method investments | 0.4 | 1 |
Other assets | 28.2 | 26.3 |
Reserve for assets held for sale | (410) | (407) |
Assets held for sale | 416.6 | 481.2 |
Accounts payable | 1.5 | 0.6 |
Other accrued expenses and liabilities | 13.8 | 17.8 |
Deferred income taxes and other liabilities | 0 | 0 |
Liabilities held for sale | 15.3 | 18.4 |
Net assets held for sale | $ 982.1 | 1,072.4 |
Operating Segments | Beer | Disposal Group, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 2.4 | |
Inventories | 13.7 | |
Prepaid expenses and other | 2.8 | |
Assets held for sale - current | 18.9 | |
Property, plant, and equipment | 55.9 | |
Goodwill | 4.7 | |
Intangible assets | 28.2 | |
Equity method investments | 0 | |
Other assets | 24.8 | |
Reserve for assets held for sale | (42.7) | |
Assets held for sale | 70.9 | |
Accounts payable | 0.2 | |
Other accrued expenses and liabilities | 11 | |
Deferred income taxes and other liabilities | 33.3 | |
Liabilities held for sale | 44.5 | |
Net assets held for sale | $ 45.3 |
Acquisitions, Divestitures, a_7
Acquisitions, Divestitures, and Business Transformation - Wine and Spirits Optimization (Details) - Operating Segments - Wine and Spirits - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ (17.3) | $ 45.2 | $ 27.4 | $ 106.4 |
Cost of product sold | Loss on inventory write-downs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | (0.1) | 13.7 | 4 | 40.9 |
Cost of product sold | Contract termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 4.3 | 16.9 | 20.1 |
Selling, general, and administrative expenses | Employee termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3.8 | 0.2 | 2.5 | 12.1 |
Selling, general, and administrative expenses | Other costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1 | 0 | 1 | 6.3 |
Impairment of assets held for sale | Impairment of long-lived assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ (22) | $ 27 | $ 3 | $ 27 |
Derivative Instruments - Aggreg
Derivative Instruments - Aggregate Notional Value of Outstanding Derivative Instruments (Details) - USD ($) $ in Millions | Aug. 31, 2020 | Mar. 31, 2020 | Feb. 29, 2020 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | |||
Derivative [Line Items] | |||
Aggregate notional value of derivative instruments | $ 1,527.2 | $ 1,831 | |
Derivative instruments designated as hedging instruments | Interest rate swap contracts | |||
Derivative [Line Items] | |||
Aggregate notional value of derivative instruments | 0 | 375 | |
Derivative instruments designated as hedging instruments | Treasury lock contracts | |||
Derivative [Line Items] | |||
Aggregate notional value of derivative instruments | 0 | $ 500 | 300 |
Derivative instruments not designated as hedging instruments | Foreign currency contracts | |||
Derivative [Line Items] | |||
Aggregate notional value of derivative instruments | 366.8 | 1,180.2 | |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | |||
Derivative [Line Items] | |||
Aggregate notional value of derivative instruments | $ 246.5 | $ 282.8 |
Derivative Instruments - Estima
Derivative Instruments - Estimated Fair Value and Location of Derivative Instruments (Details) - USD ($) $ in Millions | Aug. 31, 2020 | Feb. 29, 2020 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | Prepaid expenses and other | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | $ 5.7 | $ 47.8 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | Other accrued expenses and liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 30.5 | 13 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | Other assets | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | 8.5 | 39.5 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | Deferred income taxes and other liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 32.7 | 7.1 |
Derivative instruments designated as hedging instruments | Interest rate swap contracts | Prepaid expenses and other | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Interest rate derivative contracts, Assets | 0 | 0 |
Derivative instruments designated as hedging instruments | Interest rate swap contracts | Other accrued expenses and liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Interest rate derivative contracts, Liabilities | 0 | 0.8 |
Derivative instruments designated as hedging instruments | Treasury lock contracts | Prepaid expenses and other | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Interest rate derivative contracts, Assets | 0 | 0 |
Derivative instruments designated as hedging instruments | Treasury lock contracts | Other accrued expenses and liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Interest rate derivative contracts, Liabilities | 0 | 7.6 |
Derivative instruments not designated as hedging instruments | Foreign currency contracts | Prepaid expenses and other | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | 2.7 | 9 |
Derivative instruments not designated as hedging instruments | Foreign currency contracts | Other accrued expenses and liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 1.3 | 14.3 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | Prepaid expenses and other | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Assets | 3.7 | 0.5 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | Other accrued expenses and liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Liabilities | 20 | 25.4 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | Other assets | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Assets | 1.8 | 0.1 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | Deferred income taxes and other liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Liabilities | $ 11 | $ 15.5 |
Derivative Instruments - Effect
Derivative Instruments - Effects of Designated and Undesignated Hedging Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Effect of our undesignated derivative instruments on our results of operations | ||||
Net gain (loss) recognized in income (loss) | $ 23.3 | $ (16) | $ (29.4) | $ (35.7) |
Foreign currency contracts | Selling, general, and administrative expenses | ||||
Effect of our undesignated derivative instruments on our results of operations | ||||
Net gain (loss) recognized in income (loss) | 5.9 | (5.1) | (20) | (8.9) |
Commodity derivative contracts | Cost of product sold | ||||
Effect of our undesignated derivative instruments on our results of operations | ||||
Net gain (loss) recognized in income (loss) | 17.4 | (10.9) | (9.4) | (26.8) |
Cash flow hedging | ||||
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 | 37.1 | (33.8) | (172.7) | (36.2) |
Net Gain (Loss) Reclassified from AOCI to Income (Loss) | (19.6) | 4.2 | (28.1) | 7.8 |
Cash flow hedging | Foreign currency contracts | ||||
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 | 37.4 | (33.2) | (156) | (35.6) |
Cash flow hedging | Foreign currency contracts | Sales | ||||
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 (Loss) | 0.5 | 0 | 0.9 | 0 |
Cash flow hedging | Foreign currency contracts | Cost of product sold | ||||
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 (Loss) | (18.7) | 4.2 | (27.2) | 7.8 |
Cash flow hedging | Interest rate swap contracts | ||||
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 | (0.3) | (0.6) | (0.6) | (0.6) |
Cash flow hedging | Interest rate swap contracts | Interest expense | ||||
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 (Loss) | (0.7) | $ 0 | (1.1) | $ 0 |
Cash flow hedging | Treasury lock contracts | ||||
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 | 0 | (16.1) | ||
Cash flow hedging | Treasury lock contracts | Interest expense | ||||
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 (Loss) | $ (0.7) | $ (0.7) |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ in Millions | 6 Months Ended |
Aug. 31, 2020USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative instruments in a net liability position due to counterparties | $ 73.5 |
Amount of net gains (losses), net of income tax effect, to be reclassified from AOCI to earnings within the next 12 months | $ (25.8) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value Measurement Inputs (Details) - Significant Other Observable Inputs (Level 2) | Aug. 31, 2020$ / shares | Feb. 29, 2020$ / shares |
Warrant | Tranche A Warrants | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input ( in C$ per share) | $ 50.40 | $ 50.40 |
Warrant | Tranche A Warrants | Valuation date stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input ( in C$ per share) | $ 21.51 | $ 25.17 |
Warrant | Tranche A Warrants | Remaining term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, term | 3 years 2 months 12 days | 3 years 8 months 12 days |
Warrant | Tranche A Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 0.750 | 0.700 |
Warrant | Tranche A Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 0.003 | 0.011 |
Warrant | Tranche A Warrants | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 0 | 0 |
Warrant | Tranche B Warrants | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input ( in C$ per share) | $ 76.68 | $ 76.68 |
Warrant | Tranche B Warrants | Valuation date stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input ( in C$ per share) | $ 21.51 | $ 25.17 |
Warrant | Tranche B Warrants | Remaining term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, term | 6 years 2 months 12 days | 6 years 8 months 12 days |
Warrant | Tranche B Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 0.750 | 0.700 |
Warrant | Tranche B Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 0.004 | 0.011 |
Warrant | Tranche B Warrants | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 0 | 0 |
Warrant | November 2017 Canopy Warrants | Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input ( in C$ per share) | $ 12.98 | |
Warrant | November 2017 Canopy Warrants | Valuation date stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input ( in C$ per share) | $ 25.17 | |
Warrant | November 2017 Canopy Warrants | Remaining term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, term | 2 months 12 days | |
Warrant | November 2017 Canopy Warrants | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 1.053 | |
Warrant | November 2017 Canopy Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 0.015 | |
Warrant | November 2017 Canopy Warrants | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input, decimal | 0 | |
Canopy Debt Securities | Conversion price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, measurement input (in C$ per share) | $ 48.17 | $ 48.17 |
Canopy Debt Securities | Valuation date stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, measurement input (in C$ per share) | $ 21.51 | $ 25.17 |
Canopy Debt Securities | Remaining term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt securities, term | 2 years 10 months 24 days | 3 years 4 months 24 days |
Canopy Debt Securities | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, measurement input, decimal | 0.619 | 0.582 |
Canopy Debt Securities | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, measurement input, decimal | 0.003 | 0.011 |
Canopy Debt Securities | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, measurement input, decimal | 0 | 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Debt and Investments (Details) $ in Millions, $ in Millions | Jun. 30, 2019USD ($) | Jun. 30, 2019CAD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Feb. 29, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Payments to acquire investments | $ 217.4 | $ 33 | |||
Long-term debt, including current portion | 11,600.6 | $ 11,945.7 | |||
Carrying amount | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion | 11,600.6 | 11,945.7 | |||
Fair value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion | $ 12,975.1 | $ 12,935.9 | |||
Convertible Debt Securities | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Payments to acquire investments | $ 150.5 | $ 200 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Recurring Basis Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 |
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Debt securities | $ 764 | $ 764 | $ 1,117.1 | |||
Debt and Equity Securities, Unrealized Gain (Loss), Excluding Other-than-temporary Impairment [Abstract] | ||||||
Unrealized net gain (loss) on securities measured at fair value | (47.6) | $ (839.1) | (244.9) | $ (1,666.6) | ||
Warrant | November 2017 Canopy Warrants | ||||||
Debt and Equity Securities, Unrealized Gain (Loss), Excluding Other-than-temporary Impairment [Abstract] | ||||||
Unrealized net gain (loss) on securities measured at fair value | 0 | (316.7) | (61.8) | (450.8) | ||
Warrant | New November 2018 Canopy Warrants | ||||||
Debt and Equity Securities, Unrealized Gain (Loss), Excluding Other-than-temporary Impairment [Abstract] | ||||||
Unrealized net gain (loss) on securities measured at fair value | $ 1,176 | (57.6) | (473.6) | (180.6) | (1,134.4) | |
Canopy Debt Securities | ||||||
Debt and Equity Securities, Unrealized Gain (Loss), Excluding Other-than-temporary Impairment [Abstract] | ||||||
Unrealized net gain (loss) on securities measured at fair value | 10 | $ (48.8) | (2.5) | $ (81.4) | ||
Recurring | Foreign currency contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative asset | 16.9 | 16.9 | 96.3 | |||
Derivative liability | 64.5 | 64.5 | 34.4 | |||
Recurring | Commodity derivative contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative asset | 5.5 | 5.5 | 0.6 | |||
Derivative liability | 31 | 31 | 40.9 | |||
Recurring | Interest rate swap contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative liability | 0.8 | |||||
Recurring | Treasury lock contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative liability | 7.6 | |||||
Recurring | Equity securities | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Equity securities | 635.9 | 635.9 | 991.5 | |||
Recurring | Canopy Debt Securities | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Debt securities | 128.1 | 128.1 | 125.6 | |||
Recurring | Quoted Prices in Active Markets (Level 1) | Foreign currency contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative asset | 0 | 0 | 0 | |||
Derivative liability | 0 | 0 | 0 | |||
Recurring | Quoted Prices in Active Markets (Level 1) | Commodity derivative contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative asset | 0 | 0 | 0 | |||
Derivative liability | 0 | 0 | 0 | |||
Recurring | Quoted Prices in Active Markets (Level 1) | Interest rate swap contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative liability | 0 | |||||
Recurring | Quoted Prices in Active Markets (Level 1) | Treasury lock contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative liability | 0 | |||||
Recurring | Quoted Prices in Active Markets (Level 1) | Equity securities | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Equity securities | 0 | 0 | 0 | |||
Recurring | Quoted Prices in Active Markets (Level 1) | Canopy Debt Securities | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Debt securities | 0 | 0 | 0 | |||
Recurring | Significant Other Observable Inputs (Level 2) | Foreign currency contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative asset | 16.9 | 16.9 | 96.3 | |||
Derivative liability | 64.5 | 64.5 | 34.4 | |||
Recurring | Significant Other Observable Inputs (Level 2) | Commodity derivative contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative asset | 5.5 | 5.5 | 0.6 | |||
Derivative liability | 31 | 31 | 40.9 | |||
Recurring | Significant Other Observable Inputs (Level 2) | Interest rate swap contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative liability | 0.8 | |||||
Recurring | Significant Other Observable Inputs (Level 2) | Treasury lock contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative liability | 7.6 | |||||
Recurring | Significant Other Observable Inputs (Level 2) | Equity securities | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Equity securities | 635.9 | 635.9 | 991.5 | |||
Recurring | Significant Other Observable Inputs (Level 2) | Canopy Debt Securities | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Debt securities | 128.1 | 128.1 | 125.6 | |||
Recurring | Significant Unobservable Inputs (Level 3) | Foreign currency contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative asset | 0 | 0 | 0 | |||
Derivative liability | 0 | 0 | 0 | |||
Recurring | Significant Unobservable Inputs (Level 3) | Commodity derivative contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative asset | 0 | 0 | 0 | |||
Derivative liability | 0 | 0 | 0 | |||
Recurring | Significant Unobservable Inputs (Level 3) | Interest rate swap contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative liability | 0 | |||||
Recurring | Significant Unobservable Inputs (Level 3) | Treasury lock contracts | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Derivative liability | 0 | |||||
Recurring | Significant Unobservable Inputs (Level 3) | Equity securities | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Equity securities | 0 | 0 | 0 | |||
Recurring | Significant Unobservable Inputs (Level 3) | Canopy Debt Securities | ||||||
Fair Value, Net Asset (Liability) [Abstract] | ||||||
Debt securities | $ 0 | $ 0 | $ 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Nonrecurring Basis Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of assets | $ (22) | $ 27 | $ 3 | $ 27 |
Nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of assets | 3 | 27 | ||
Asset impairment charges | 38 | |||
Nonrecurring | Trademarks | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of assets | 11 | |||
Nonrecurring | Quoted Prices in Active Markets (Level 1) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived assets held for sale | 0 | 0 | 0 | 0 |
Assets at fair value | 0 | 0 | ||
Nonrecurring | Quoted Prices in Active Markets (Level 1) | Trademarks | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trademarks | 0 | 0 | ||
Nonrecurring | Significant Other Observable Inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived assets held for sale | 0 | 0 | 0 | 0 |
Assets at fair value | 0 | 0 | ||
Nonrecurring | Significant Other Observable Inputs (Level 2) | Trademarks | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trademarks | 0 | 0 | ||
Nonrecurring | Significant Unobservable Inputs (Level 3) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived assets held for sale | $ 795.2 | 1,444.4 | $ 795.2 | 1,444.4 |
Assets at fair value | 1,461.4 | 1,461.4 | ||
Nonrecurring | Significant Unobservable Inputs (Level 3) | Trademarks | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Trademarks | $ 17 | $ 17 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Long-lived Asset Held for Sale and Trademarks (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment of assets held for sale | $ (22) | $ 27 | $ 3 | $ 27 | ||
Assets held for sale, carrying value | 416.6 | 416.6 | $ 552.1 | |||
Trademarks, carrying value | 2,738.3 | 2,738.3 | 2,718.9 | |||
Operating Segments | Disposal Group, Not Discontinued Operations | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment of assets held for sale | (22) | 27 | 3 | 27 | ||
Assets held for sale, carrying value | 552.1 | |||||
Operating Segments | Wine and Spirits | Disposal Group, Not Discontinued Operations | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets held for sale, carrying value | 416.6 | 416.6 | 481.2 | |||
Operating Segments | Beer | Disposal Group, Not Discontinued Operations | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets held for sale, carrying value | $ 70.9 | |||||
Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment of assets held for sale | 3 | 27 | ||||
Nonrecurring | Trademarks | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment of assets held for sale | 11 | |||||
Nonrecurring | Operating Segments | Wine and Spirits | Disposal Group, Not Discontinued Operations | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets held for sale, carrying value | 798.2 | 798.2 | ||||
Nonrecurring | Operating Segments | Wine and Spirits | Wine and Spirits Transactions and Other Wine and Spirits Transactions | Disposal Group, Not Discontinued Operations | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment of assets held for sale | (22) | $ 25 | 3 | |||
Nonrecurring | Operating Segments | Wine and Spirits | Original Wine and Spirits Transaction | Disposal Group, Not Discontinued Operations | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment of assets held for sale | 27 | |||||
Assets held for sale, carrying value | 1,471.4 | 1,471.4 | ||||
Assets held for sale, estimated fair value | 1,444.4 | 1,444.4 | ||||
Nonrecurring | Operating Segments | Wine and Spirits | Wine and Spirits | Disposal Group, Not Discontinued Operations | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets held for sale, estimated fair value | $ 795.2 | $ 795.2 | ||||
Nonrecurring | Operating Segments | Beer | Trademarks | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Trademarks, carrying value | 28 | 28 | ||||
Trademarks | $ 17 | 17 | ||||
Impairment of trademarks | $ 11 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Feb. 29, 2020 | |
Changes in the carrying amount of goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 7,757.1 | $ 8,088.8 |
Purchase accounting allocations | 14.2 | 58.8 |
Black Velvet Divestiture | (72.2) | |
Foreign currency translation adjustments | (71.9) | (9.3) |
Reclassified (to) from assets held for sale | 18 | (309) |
Goodwill, end of period | 7,717.4 | 7,757.1 |
Operating Segments | Beer | ||
Changes in the carrying amount of goodwill [Roll Forward] | ||
Goodwill, beginning of period | 5,163.4 | 5,167.9 |
Purchase accounting allocations | 0 | 0 |
Black Velvet Divestiture | 0 | |
Foreign currency translation adjustments | (80.5) | 0.2 |
Reclassified (to) from assets held for sale | 0.9 | (4.7) |
Goodwill, end of period | 5,083.8 | 5,163.4 |
Operating Segments | Wine and Spirits | ||
Changes in the carrying amount of goodwill [Roll Forward] | ||
Goodwill, beginning of period | 2,593.7 | 2,920.9 |
Purchase accounting allocations | 14.2 | 58.8 |
Black Velvet Divestiture | (72.2) | |
Foreign currency translation adjustments | 8.6 | (9.5) |
Reclassified (to) from assets held for sale | 17.1 | (304.3) |
Goodwill, end of period | $ 2,633.6 | $ 2,593.7 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | Aug. 31, 2020 | Feb. 29, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross carrying amount | $ 108.1 | $ 107.6 |
Amortizable intangible assets, net carrying value | 29.7 | 32.1 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 2,738.3 | 2,718.9 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Nonamortizable intangible assets, Net Carrying Amount | 2,708.6 | 2,686.8 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross carrying amount | 87.7 | 87.4 |
Amortizable intangible assets, net carrying value | 29.4 | 31.8 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross carrying amount | 20.4 | 20.2 |
Amortizable intangible assets, net carrying value | $ 0.3 | $ 0.3 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | May 01, 2020 | Feb. 29, 2020 | Nov. 01, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investments, carrying value | $ 2,931.9 | $ 3,003.8 | $ 2,931.9 | $ 3,003.8 | $ 3,093.9 | ||
Canopy Equity Method Investment | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investments, carrying value | $ 2,713.1 | $ 2,713.1 | $ 2,911.7 | ||||
Equity method investment, ownership percentage | 37.30% | 37.30% | 38.60% | 35.30% | 36.60% | ||
Equity in earnings (losses) from Canopy and related activities | $ (31) | (484.4) | $ (408.6) | (590.4) | |||
Net sales | 79.7 | 67.7 | 160 | 138.4 | |||
Gross profit (loss) | 4.7 | 9.8 | (52.6) | 21.1 | |||
Net income (loss) | (92.6) | (149.7) | (1,066.2) | (418.6) | |||
Net income (loss) attributable to Canopy | (78.3) | (146.3) | (1,031.7) | (430.4) | |||
Other equity method investments | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investments, carrying value | 218.8 | 218.8 | $ 182.2 | ||||
Equity in earnings (losses) from Canopy and related activities | $ (2.1) | $ (1.2) | $ 1.6 | $ 1.8 | |||
Other equity method investments | Minimum | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment, ownership percentage | 20.00% | 20.00% | 20.00% | ||||
Other equity method investments | Maximum | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | 50.00% |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) $ / shares in Units, $ in Millions, $ in Millions | Aug. 31, 2020USD ($) | May 01, 2020USD ($) | May 01, 2020CAD ($)$ / shares | Jun. 30, 2019USD ($)shares | Jun. 30, 2019CAD ($)shares | Nov. 01, 2018USD ($)shares | Nov. 01, 2018CAD ($)shares | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Sep. 30, 2020 | Feb. 29, 2020 | Nov. 30, 2017shares |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Payments to acquire investments | $ | $ 217.4 | $ 33 | ||||||||||||
Net gain (loss) recognized in income (loss) | $ | $ 23.3 | $ (16) | $ (29.4) | (35.7) | ||||||||||
Common shares to be repurchased for cancellation under share repurchase credit feature (in shares) | shares | 27,378,866 | 27,378,866 | ||||||||||||
Canopy Equity Method Investment | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 37.30% | 38.60% | 36.60% | 36.60% | 37.30% | 37.30% | 35.30% | |||||||
Equity in earnings (losses) from Canopy and related activities | $ | $ (31) | $ (484.4) | $ (408.6) | $ (590.4) | ||||||||||
Fair value of equity method investment | $ | $ 2,345.3 | 2,345.3 | 2,345.3 | |||||||||||
Equity method investment, difference between carrying amount and underlying equity | $ | $ 367.9 | $ 367.9 | 367.9 | |||||||||||
May 2020 Canopy Investment | Foreign currency contracts | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Net gain (loss) recognized in income (loss) | $ | $ (7.5) | |||||||||||||
Acreage | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Ownership percentage subject to fixed exchange ratio | 100.00% | 100.00% | 100.00% | |||||||||||
Acreage | Subsequent Event | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Ownership percentage subject to fixed exchange ratio | 70.00% | |||||||||||||
Ownership percentage subject to floating exchange ratio | 30.00% | |||||||||||||
New November 2018 Canopy Warrants | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity in earnings (losses) from Canopy and related activities | $ | $ (409) | |||||||||||||
Tranche B Warrants and Tranche C Warrants | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Warrant reduction due to open market or private agreement purchases (in shares) | shares | 20,000,000 | 20,000,000 | ||||||||||||
Tranche B Warrants and Tranche C Warrants | Maximum | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Dollar value of common shares to be repurchased for cancellation under share repurchase credit feature | $ | $ 1,583 | |||||||||||||
November 2017 Canopy Investment | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Cost method investment, ownership percentage | 9.90% | |||||||||||||
Equity securities | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Payments to acquire investments | $ 173.9 | $ 245 | $ 3,869.9 | $ 5,078.7 | ||||||||||
Common Stock | November 2018 Canopy Investment | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of common shares acquired (in shares) | shares | 104,500,000 | 104,500,000 | ||||||||||||
Common Stock | November 2017 Canopy Investment | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of common shares acquired (in shares) | shares | 18,900,000 | |||||||||||||
Warrant | Canopy Warrants [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Payments to acquire investments | $ | $ 5,900 | |||||||||||||
Warrant | November 2017 Canopy Warrants | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of common shares to be acquired upon exercise of warrants (in shares) | shares | 18,900,000 | |||||||||||||
Exercise price of warrants (in C$ per share) | $ / shares | $ 12.98 | |||||||||||||
Warrant | November 2018 Canopy Warrants | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of common shares to be acquired upon exercise of warrants (in shares) | shares | 139,700,000 | 139,700,000 | ||||||||||||
Warrant | Tranche A Warrants | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of common shares to be acquired upon exercise of warrants (in shares) | shares | 88,500,000 | 88,500,000 | ||||||||||||
Warrant | Tranche B Warrants | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of common shares to be acquired upon exercise of warrants (in shares) | shares | 38,400,000 | 38,400,000 | ||||||||||||
Warrant | Tranche C Warrants | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of common shares to be acquired upon exercise of warrants (in shares) | shares | 12,800,000 | 12,800,000 |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Millions | Aug. 31, 2020 | Feb. 29, 2020 |
Short-term Debt | ||
Short-term borrowings | $ 0 | $ 238.9 |
Long-term Debt | ||
Other, current | 9.7 | |
Other, long-term | 9 | |
Other, total | 18.7 | 25.3 |
Long-term debt, current | 533.8 | 734.9 |
Long-term debt, long-term | 11,066.8 | 11,210.8 |
Long-term debt, total | 11,600.6 | 11,945.7 |
Unsecured debt | Term loan credit facilities | ||
Long-term Debt | ||
Unsecured debt, current | 24.6 | |
Unsecured debt, long-term | 442.1 | |
Unsecured debt, total | 466.7 | 1,295.7 |
Unsecured debt | Senior notes | ||
Long-term Debt | ||
Unsecured debt, current | 499.5 | |
Unsecured debt, long-term | 10,615.7 | |
Unsecured debt, total | 11,115.2 | 10,624.7 |
Commercial paper | ||
Short-term Debt | ||
Short-term borrowings | $ 0 | $ 238.9 |
Borrowings - Credit Agreements
Borrowings - Credit Agreements (Details) - USD ($) | Aug. 31, 2020 | Mar. 31, 2020 | Feb. 29, 2020 |
Schedule of Debt [Line Items] | |||
Debt instrument, face amount | $ 2,000,000,000 | ||
Short-term borrowings | $ 0 | $ 238,900,000 | |
2019 Five-Year Term Facility | Unsecured debt | |||
Schedule of Debt [Line Items] | |||
Debt instrument, face amount | 491,300,000 | $ 491,300,000 | |
Unsecured Debt | $ 466,700,000 | ||
Interest rate | 1.00% | ||
LIBOR margin | 0.88% | ||
Revolving credit facility | |||
Schedule of Debt [Line Items] | |||
Debt instrument, face amount | $ 2,000,000,000 | ||
Short-term borrowings | $ 0 | ||
Interest rate | 0.00% | ||
LIBOR margin | 0.00% | ||
Remaining borrowing capacity | $ 1,988,200,000 | ||
Letters of credit | |||
Schedule of Debt [Line Items] | |||
Debt instrument, face amount | 200,000,000 | ||
Outstanding letters of credit | $ 11,800,000 |
Borrowings - Senior Notes (Deta
Borrowings - Senior Notes (Details) - USD ($) | Aug. 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 |
Schedule of Debt [Line Items] | |||
Debt instrument, face amount | $ 2,000,000,000 | ||
Unsecured debt | |||
Schedule of Debt [Line Items] | |||
Percentage of outstanding principal amount as redemption price | 100.00% | ||
2.875% Senior Notes | Unsecured debt | |||
Schedule of Debt [Line Items] | |||
Debt instrument, face amount | $ 600,000,000 | ||
Basis points above adjusted treasury rate | 35.00% | ||
Coupon rates of notes | 2.875% | ||
3.75% Senior Notes | Unsecured debt | |||
Schedule of Debt [Line Items] | |||
Debt instrument, face amount | $ 600,000,000 | ||
Basis points above adjusted treasury rate | 40.00% | ||
Coupon rates of notes | 3.75% |
Borrowings - Debt Payments (Det
Borrowings - Debt Payments (Details) $ in Millions | Aug. 31, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | $ 17.4 |
2022 | 1,182.2 |
2023 | 1,828.9 |
2024 | 1,076.2 |
2025 | 780.7 |
2026 | 900 |
Thereafter | 5,900 |
Total long-term debt, gross | $ 11,685.4 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) | Aug. 31, 2020 | Apr. 30, 2020 | Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Mar. 31, 2020 | Feb. 29, 2020 | Oct. 31, 2018 | Nov. 30, 2017 |
Schedule of Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 2,000,000,000 | |||||||||||
Short-term borrowings | $ 0 | $ 0 | $ 0 | $ 238,900,000 | ||||||||
Other comprehensive income (loss), net of income tax effect | 211,400,000 | $ (792,300,000) | $ (129,400,000) | $ (2,700,000) | ||||||||
Make-whole payment | 6,200,000 | |||||||||||
Unamortized debt issuance costs, long-term debt obligations | 66,900,000 | 66,900,000 | 66,900,000 | |||||||||
Unamortized discount, long-term debt obligations | 17,900,000 | 17,900,000 | 17,900,000 | |||||||||
Net unrealized gain (loss) on derivative instruments | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Other comprehensive income (loss), net of income tax effect | $ (21,800,000) | 53,900,000 | $ (35,600,000) | (134,100,000) | $ (41,200,000) | |||||||
Derivative instruments designated as hedging instruments | Treasury lock contracts | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Aggregate notional value of derivative instruments | $ 0 | $ 0 | $ 0 | 500,000,000 | 300,000,000 | |||||||
Average fixed interest rate, interest rate swap contracts | 1.20% | 1.20% | 1.20% | |||||||||
Commercial paper | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 2,000,000,000 | |||||||||||
Short-term borrowings | $ 0 | $ 0 | $ 0 | $ 238,900,000 | ||||||||
Term Credit Agreement | Unsecured debt | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Debt instrument, face amount | 1,500,000,000 | |||||||||||
Three-Year Term Facility | Unsecured debt | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Debt instrument, face amount | 500,000,000 | |||||||||||
Five-Year Term Facility | Unsecured debt | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Debt instrument, face amount | 1,000,000,000 | |||||||||||
2019 Five-Year Term Facility | Unsecured debt | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Debt instrument, face amount | 491,300,000 | $ 491,300,000 | $ 491,300,000 | $ 491,300,000 | ||||||||
April 2020 Senior Notes | Unsecured debt | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 1,200,000,000 | |||||||||||
Proceeds from issuance of long-term debt, net of discount and debt issuance costs | $ 1,183,300,000 | |||||||||||
2.25% November 2017 Senior Notes | Unsecured debt | ||||||||||||
Schedule of Debt [Line Items] | ||||||||||||
Debt instrument, face amount | $ 700,000,000 | |||||||||||
Coupon rates of notes | 2.25% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 20.60% | (28.10%) | 40.70% | (33.90%) |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock and Treasury Stock Issued (Details) - shares | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Class A | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common Stock, beginning of period (in shares) | 186,090,745 | 186,090,745 | ||||
Treasury Stock, beginning of period (in shares) | 18,256,826 | 18,256,826 | ||||
Common Stock, end of period (in shares) | 186,778,085 | 186,778,085 | ||||
Treasury Stock, end of period (in shares) | 17,301,423 | 17,301,423 | ||||
Class B | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common Stock, beginning of period (in shares) | 28,300,206 | 28,300,206 | ||||
Treasury Stock, beginning of period (in shares) | 5,005,800 | 5,005,800 | ||||
Common Stock, end of period (in shares) | 28,286,561 | 28,286,561 | ||||
Treasury Stock, end of period (in shares) | 5,005,800 | 5,005,800 | ||||
Common Stock | Class A | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common Stock, beginning of period (in shares) | 186,093,277 | 186,090,745 | 185,873,845 | 185,740,178 | 186,090,745 | 185,740,178 |
Conversion of shares (in shares) | 684,808 | 2,532 | 6,267 | 133,667 | ||
Common Stock, end of period (in shares) | 186,778,085 | 186,093,277 | 185,880,112 | 185,873,845 | 186,778,085 | 185,880,112 |
Common Stock | Class B | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common Stock, beginning of period (in shares) | 28,297,674 | 28,300,206 | 28,322,364 | 28,322,419 | 28,300,206 | 28,322,419 |
Conversion of shares (in shares) | (11,113) | (2,532) | (543) | (55) | ||
Common Stock, end of period (in shares) | 28,286,561 | 28,297,674 | 28,321,821 | 28,322,364 | 28,286,561 | 28,321,821 |
Common Stock | Class 1 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common Stock, beginning of period (in shares) | 1,694,803 | 1,692,227 | 1,018,119 | 1,149,624 | 1,692,227 | 1,149,624 |
Conversion of shares (in shares) | (673,695) | 0 | (5,724) | (133,612) | ||
Exercise of stock options (in shares) | 0 | 2,576 | 0 | 2,107 | ||
Common Stock, end of period (in shares) | 1,021,108 | 1,694,803 | 1,012,395 | 1,018,119 | 1,021,108 | 1,012,395 |
Treasury Stock | Class A | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury Stock, beginning of period (in shares) | 18,118,879 | 18,256,826 | 18,636,987 | 18,927,966 | 18,256,826 | 18,927,966 |
Number of shares repurchased (in shares) | 265,593 | |||||
Exercise of stock options (in shares) | (781,075) | (44,593) | (258,628) | (173,725) | ||
Employee stock purchases (in shares) | (32,867) | (36,840) | ||||
Treasury Stock, end of period (in shares) | 17,301,423 | 18,118,879 | 18,604,964 | 18,636,987 | 17,301,423 | 18,604,964 |
Treasury Stock | Class A | Restricted stock units | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of stock units (in shares) | (3,514) | (76,019) | (2,148) | (88,683) | ||
Shares withheld to satisfy tax withholding requirements (in shares) | 187 | 37,506 | 1,176 | 48,562 | 37,693 | 49,738 |
Treasury Stock | Class A | Performance share units | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of stock units (in shares) | (17,335) | (29,015) | ||||
Shares withheld to satisfy tax withholding requirements (in shares) | 0 | 9,433 | 0 | 17,439 | 9,433 | 17,439 |
Treasury Stock | Class A | Restricted shares | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cancellation of restricted shares (in shares) | 444 | |||||
Treasury Stock | Class B | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury Stock, beginning of period (in shares) | 5,005,800 | 5,005,800 | 5,005,800 | 5,005,800 | 5,005,800 | 5,005,800 |
Treasury Stock, end of period (in shares) | 5,005,800 | 5,005,800 | 5,005,800 | 5,005,800 | 5,005,800 | 5,005,800 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Shares Repurchased Under 2018 Authorizations (Details) - USD ($) | Aug. 31, 2020 | Aug. 31, 2019 | Jan. 31, 2018 |
Equity, Class of Treasury Stock [Line Items] | |||
Dollar Value of Shares Repurchased | $ 50,000,000 | ||
Class A and Class B | 2018 Authorization | |||
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase Authorization | $ 3,000,000,000 | ||
Class A | 2018 Authorization | |||
Equity, Class of Treasury Stock [Line Items] | |||
Dollar Value of Shares Repurchased | $ 1,045,900,000 | ||
Number of shares repurchased (in shares) | 4,897,605 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Jan. 31, 2018USD ($) |
Class A and Class B | 2018 Authorization | |
Equity, Class of Treasury Stock [Line Items] | |
Repurchase authorization | $ 3,000,000,000 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share Attributable to CBI (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Earnings per share reconciliation | ||||
Net income (loss) attributable to CBI allocated – basic | $ 512.1 | $ (525.2) | $ 334.2 | $ (770.6) |
Basic and diluted net income (loss) per common share attributable to CBI | ||||
Antidilutive shares (in shares) | 3,305 | 3,368 | ||
Class A | ||||
Earnings per share reconciliation | ||||
Net income (loss) attributable to CBI allocated – basic | 455.5 | $ (466.4) | 297.3 | $ (684.1) |
Conversion of Class B common shares into Class A common shares | 56.6 | 0 | 36.9 | 0 |
Effect of stock-based awards on allocated net income (loss) | 0 | 0 | 0 | 0 |
Net income (loss) attributable to CBI allocated – diluted | $ 512.1 | $ (466.4) | $ 334.2 | $ (684.1) |
Weighted average number of shares outstanding reconciliation | ||||
Weighted average common shares outstanding, basic (in shares) | 170,078 | 168,310 | 169,841 | 168,215 |
Conversion of Class B common shares into Class A common shares (in shares) | 23,284 | 0 | 23,289 | 0 |
Stock-based awards, primarily stock options (in shares) | 1,780 | 0 | 1,832 | 0 |
Weighted average common shares outstanding, diluted (in shares) | 195,142 | 168,310 | 194,962 | 168,215 |
Basic and diluted net income (loss) per common share attributable to CBI | ||||
Net income (loss) per common share attributable to CBI, basic (in dollars per share) | $ 2.68 | $ (2.77) | $ 1.74 | $ (4.08) |
Net income (loss) per common share attributable to CBI, diluted (in dollars per share) | $ 2.62 | $ (2.77) | $ 1.71 | $ (4.08) |
Class B | ||||
Earnings per share reconciliation | ||||
Net income (loss) attributable to CBI allocated – basic | $ 56.6 | $ (58.8) | $ 36.9 | $ (86.5) |
Conversion of Class B common shares into Class A common shares | 0 | 0 | 0 | 0 |
Effect of stock-based awards on allocated net income (loss) | (0.4) | 0 | 0 | 0 |
Net income (loss) attributable to CBI allocated – diluted | $ 56.2 | $ (58.8) | $ 36.9 | $ (86.5) |
Weighted average number of shares outstanding reconciliation | ||||
Weighted average common shares outstanding, basic (in shares) | 23,284 | 23,316 | 23,289 | 23,316 |
Conversion of Class B common shares into Class A common shares (in shares) | 0 | 0 | 0 | 0 |
Stock-based awards, primarily stock options (in shares) | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding, diluted (in shares) | 23,284 | 23,316 | 23,289 | 23,316 |
Basic and diluted net income (loss) per common share attributable to CBI | ||||
Net income (loss) per common share attributable to CBI, basic (in dollars per share) | $ 2.43 | $ (2.52) | $ 1.58 | $ (3.71) |
Net income (loss) per common share attributable to CBI, diluted (in dollars per share) | $ 2.42 | $ (2.52) | $ 1.58 | $ (3.71) |
Antidilutive shares (in shares) | 23,316 | 23,317 |
Comprehensive Income (Loss) A_3
Comprehensive Income (Loss) Attributable to CBI - Reconciliation of Net Income (Loss) Attributable to CBI to Comprehensive Income (Loss) Attributable to CBI (Details) - USD ($) $ in Millions | Apr. 30, 2020 | Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Net income (loss) attributable to CBI | $ 521.8 | $ (172.6) | $ (517) | $ (237.1) | $ 349.2 | $ (754.1) | |
Other comprehensive income (loss) attributable to CBI | |||||||
Other comprehensive income (loss) attributable to CBI, net of tax amount | 211.4 | (792.3) | (129.4) | (2.7) | |||
Comprehensive income (loss) attributable to CBI | 719 | (646.3) | (215) | (893.3) | |||
Share of other comprehensive income (loss) of equity method investments | |||||||
Other comprehensive income (loss) attributable to CBI | |||||||
Net gain (loss), before tax amount | (17.8) | (11.8) | 34.7 | (30.6) | |||
Net gain (loss), tax (expense) benefit | 0.4 | 2.8 | (0.6) | 7.2 | |||
Net gain (loss), net of tax amount | (17.4) | (9) | 34.1 | (23.4) | |||
Reclassification adjustments, before tax amount | 0 | 0 | 0 | 0 | |||
Reclassification adjustments, tax (expense) benefit | 0 | 0 | 0 | 0 | |||
Reclassification adjustments, net of tax amount | 0 | 0 | 0 | 0 | |||
Other comprehensive income (loss) attributable to CBI, before tax amount | (17.8) | (11.8) | 34.7 | (30.6) | |||
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | 0.4 | 2.8 | (0.6) | 7.2 | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | (17.4) | (9) | 34.1 | (23.4) | |||
Parent | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Net income (loss) attributable to CBI | 512.1 | (525.2) | 334.2 | (770.6) | |||
Other comprehensive income (loss) attributable to CBI | |||||||
Comprehensive income (loss) attributable to CBI | 719 | (646.3) | (215) | (893.3) | |||
Accumulated Other Comprehensive Income (Loss) | |||||||
Other comprehensive income (loss) attributable to CBI | |||||||
Net gain (loss), net of tax amount | (575.3) | ||||||
Reclassification adjustments, net of tax amount | 26.1 | ||||||
Other comprehensive income (loss) attributable to CBI, before tax amount | 209.8 | (126) | (549.9) | (133.1) | |||
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | (2.9) | 4.9 | 0.7 | 10.4 | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | 206.9 | $ (756.1) | (121.1) | $ (1.6) | (549.2) | (122.7) | |
Foreign currency translation adjustments | |||||||
Other comprehensive income (loss) attributable to CBI | |||||||
Net gain (loss), before tax amount | 170.9 | (76.5) | (449) | (58.2) | |||
Net gain (loss), tax (expense) benefit | 0 | 0 | 0 | 0 | |||
Net gain (loss), net of tax amount | 170.9 | (76.5) | (449) | (58.2) | |||
Reclassification adjustments, before tax amount | 0 | 0 | 0 | 0 | |||
Reclassification adjustments, tax (expense) benefit | 0 | 0 | 0 | 0 | |||
Reclassification adjustments, net of tax amount | 0 | 0 | 0 | 0 | |||
Other comprehensive income (loss) attributable to CBI, before tax amount | 170.9 | (76.5) | (449) | (58.2) | |||
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | 0 | 0 | 0 | 0 | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | 170.9 | (76.5) | (449) | (58.2) | |||
Net unrealized gain (loss) on derivative instruments | |||||||
Other comprehensive income (loss) attributable to CBI | |||||||
Net gain (loss), before tax amount | 37.1 | (34) | (163.4) | (38.4) | |||
Net gain (loss), tax (expense) benefit | (2.1) | 2.1 | 3.2 | 3.8 | |||
Net gain (loss), net of tax amount | 35 | (31.9) | (160.2) | (34.6) | |||
Reclassification adjustments, before tax amount | 20.3 | (3.7) | 28 | (6) | |||
Reclassification adjustments, tax (expense) benefit | (1.4) | 0 | (1.9) | (0.6) | |||
Reclassification adjustments, net of tax amount | 18.9 | (3.7) | 26.1 | (6.6) | |||
Other comprehensive income (loss) attributable to CBI, before tax amount | 57.4 | (37.7) | (135.4) | (44.4) | |||
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | (3.5) | 2.1 | 1.3 | 3.2 | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | $ (21.8) | 53.9 | (35.6) | (134.1) | (41.2) | ||
Pension/postretirement adjustments | |||||||
Other comprehensive income (loss) attributable to CBI | |||||||
Net gain (loss), before tax amount | (0.7) | (0.1) | (0.2) | 0 | |||
Net gain (loss), tax (expense) benefit | 0.2 | 0 | 0 | 0 | |||
Net gain (loss), net of tax amount | (0.5) | (0.1) | (0.2) | 0 | |||
Reclassification adjustments, before tax amount | 0 | 0.1 | 0 | 0.1 | |||
Reclassification adjustments, tax (expense) benefit | 0 | 0 | 0 | 0 | |||
Reclassification adjustments, net of tax amount | 0 | 0.1 | 0 | 0.1 | |||
Other comprehensive income (loss) attributable to CBI, before tax amount | (0.7) | 0 | (0.2) | 0.1 | |||
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | 0.2 | 0 | 0 | 0 | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | $ (0.5) | $ 0 | $ (0.2) | $ 0.1 |
Comprehensive Income (Loss) A_4
Comprehensive Income (Loss) Attributable to CBI - Accumulated Other Comprehensive Income (Loss), Net of Income Tax Effect (Details) - USD ($) $ in Millions | Apr. 30, 2020 | Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stockholders' equity, beginning of period | $ 12,131.8 | $ 12,131.8 | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||
Other comprehensive income (loss) attributable to CBI, net of tax amount | $ 211.4 | (792.3) | $ (129.4) | $ (2.7) | |||
Stockholders' equity, period end | 11,688 | 11,688 | |||||
Share of other comprehensive income (loss) of equity method investments | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stockholders' equity, beginning of period | 19.5 | 19.5 | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||
Other comprehensive income (loss) before reclassification adjustments | (17.4) | (9) | 34.1 | $ (23.4) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | 0 | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | (17.4) | (9) | 34.1 | (23.4) | |||
Stockholders' equity, period end | 53.6 | 53.6 | |||||
Accumulated Other Comprehensive Income (Loss) | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stockholders' equity, beginning of period | (266.3) | (266.3) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||
Other comprehensive income (loss) before reclassification adjustments | (575.3) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 26.1 | ||||||
Other comprehensive income (loss) attributable to CBI, net of tax amount | 206.9 | (756.1) | (121.1) | $ (1.6) | (549.2) | (122.7) | |
Stockholders' equity, period end | (815.5) | (815.5) | |||||
Foreign currency translation adjustments | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stockholders' equity, beginning of period | (345.7) | (345.7) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||
Other comprehensive income (loss) before reclassification adjustments | 170.9 | (76.5) | (449) | (58.2) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 | 0 | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | 170.9 | (76.5) | (449) | (58.2) | |||
Stockholders' equity, period end | (794.7) | (794.7) | |||||
Net unrealized gain (loss) on derivative instruments | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stockholders' equity, beginning of period | 62.5 | 62.5 | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||
Other comprehensive income (loss) before reclassification adjustments | 35 | (31.9) | (160.2) | (34.6) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 18.9 | (3.7) | 26.1 | (6.6) | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | $ (21.8) | 53.9 | (35.6) | (134.1) | (41.2) | ||
Stockholders' equity, period end | (71.6) | (71.6) | |||||
Pension/postretirement adjustments | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stockholders' equity, beginning of period | $ (2.6) | (2.6) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||
Other comprehensive income (loss) before reclassification adjustments | (0.5) | (0.1) | (0.2) | 0 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0.1 | 0 | 0.1 | |||
Other comprehensive income (loss) attributable to CBI, net of tax amount | (0.5) | $ 0 | (0.2) | $ 0.1 | |||
Stockholders' equity, period end | $ (2.8) | $ (2.8) |
Business Segment Information -
Business Segment Information - Comparable Adjustments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Feb. 29, 2020 | |
Cost of product sold | ||||||
Net gain (loss) on undesignated derivative contracts | $ 23.3 | $ (16) | $ (29.4) | $ (35.7) | ||
Total cost of product sold | (1,044.6) | (1,158.1) | (2,019.7) | (2,226.6) | ||
Selling, general, and administrative expenses | ||||||
Net gain (loss) on undesignated derivative contracts | 23.3 | (16) | (29.4) | (35.7) | ||
Total selling, general, and administrative expenses | (399.1) | (439.4) | (752.4) | (845.4) | ||
Impairment of assets held for sale | 22 | (27) | (3) | (27) | ||
Disposal Group, Not Discontinued Operations | Black Velvet Divestiture | ||||||
Selling, general, and administrative expenses | ||||||
Gain (loss) on sale of business | (3) | 0 | (3.6) | 0 | $ 70.5 | $ 74.1 |
Foreign currency contracts | Selling, general, and administrative expenses | ||||||
Cost of product sold | ||||||
Net gain (loss) on undesignated derivative contracts | 5.9 | (5.1) | (20) | (8.9) | ||
Selling, general, and administrative expenses | ||||||
Net gain (loss) on undesignated derivative contracts | 5.9 | (5.1) | (20) | (8.9) | ||
Comparable Adjustments | ||||||
Cost of product sold | ||||||
Strategic business development costs | (0.8) | (18) | (25.1) | (62.5) | ||
COVID-19 incremental costs | (0.9) | 0 | (5.5) | 0 | ||
Flow through of inventory step-up | (0.1) | (0.8) | (0.1) | (1.2) | ||
Accelerated depreciation | 0 | (1.8) | 0 | (5.3) | ||
Recovery of (loss on) inventory write-down | 0 | 8.6 | 0 | 8.6 | ||
Total cost of product sold | 28.8 | (19.5) | (16.5) | (82) | ||
Selling, general, and administrative expenses | ||||||
Restructuring and other strategic business development costs | (5.8) | 0.5 | (8.9) | (23.1) | ||
COVID-19 incremental costs | (0.9) | 0 | (5.5) | 0 | ||
Transaction, integration, and other acquisition-related costs | (3.1) | (3.2) | (3.9) | (5.5) | ||
Impairment of intangible assets | 0 | (11) | 0 | (11) | ||
Other gains (losses) | (2.9) | (12.3) | 4.5 | 1.1 | ||
Total selling, general, and administrative expenses | (9.9) | (26) | (20.9) | (38.5) | ||
Impairment of assets held for sale | 22 | (27) | (3) | (27) | ||
Comparable Adjustments, Operating income (loss) | 40.9 | (72.5) | (40.4) | (147.5) | ||
Gain on vineyard sale | 0 | 0 | 8.8 | 0 | ||
Increase in our ownership interest in Nelson’s Green Brier | 0 | 11.8 | 0 | 11.8 | ||
(Increase) in estimated fair value of a contingent liability associated with a prior period acquisition | 0 | (13.3) | 0 | (11.4) | ||
Comparable Adjustments | Selling, general, and administrative expenses | ||||||
Cost of product sold | ||||||
COVID-19 incremental costs | 1.9 | 0 | (4.6) | 0 | ||
Selling, general, and administrative expenses | ||||||
COVID-19 incremental costs | 1.9 | 0 | (4.6) | 0 | ||
Comparable Adjustments | Commodity derivative contracts | ||||||
Cost of product sold | ||||||
Net gain (loss) on undesignated derivative contracts | 17.4 | (10.9) | (9.4) | (26.8) | ||
Settlements of undesignated commodity derivative contracts | 13.2 | 3.4 | 23.6 | 5.2 | ||
Selling, general, and administrative expenses | ||||||
Net gain (loss) on undesignated derivative contracts | 17.4 | (10.9) | (9.4) | (26.8) | ||
Comparable Adjustments | Foreign currency contracts | ||||||
Cost of product sold | ||||||
Net gain (loss) on undesignated derivative contracts | 0 | 0 | (8) | 0 | ||
Selling, general, and administrative expenses | ||||||
Net gain (loss) on undesignated derivative contracts | $ 0 | $ 0 | $ (8) | $ 0 |
Business Segment Information _2
Business Segment Information - Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 2,260.4 | $ 2,344 | $ 4,223.8 | $ 4,441.2 | |
Segment operating income (loss) | 838.7 | 719.5 | 1,448.7 | 1,342.2 | |
Income (loss) from unconsolidated investments | (80.7) | (1,324.7) | (651.9) | (2,255.3) | |
Equity method investments | 2,931.9 | 3,003.8 | 2,931.9 | 3,003.8 | $ 3,093.9 |
Capital expenditures | 133.6 | 199.5 | 277.8 | 355.2 | |
Depreciation and amortization | 73 | 83.9 | 145.4 | 172 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||||
Unrealized net gain (loss) on securities measured at fair value | (47.6) | (839.1) | (244.9) | (1,666.6) | |
Net gain (loss) on sale of unconsolidated investment | 0 | 0 | 0 | (0.1) | |
Income (loss) from unconsolidated investments | (80.7) | (1,324.7) | (651.9) | (2,255.3) | |
Canopy Equity Method Investment | |||||
Segment Reporting Information [Line Items] | |||||
Equity method investments | 2,713.1 | 2,713.1 | 2,911.7 | ||
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||||
Equity in earnings (losses) from Canopy and related activities | (31) | (484.4) | (408.6) | (590.4) | |
Other equity method investments | |||||
Segment Reporting Information [Line Items] | |||||
Equity method investments | 218.8 | 218.8 | $ 182.2 | ||
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||||
Equity in earnings (losses) from Canopy and related activities | (2.1) | (1.2) | 1.6 | 1.8 | |
Operating Segments | Beer | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,635.9 | 1,640.4 | 3,020 | 3,117.8 | |
Segment operating income (loss) | 695.7 | 685.3 | 1,273.5 | 1,265.9 | |
Capital expenditures | 90.2 | 170.7 | 198.5 | 272.8 | |
Depreciation and amortization | 48.6 | 51.9 | 92.9 | 106.2 | |
Operating Segments | Wine and Spirits | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 624.5 | 703.6 | 1,203.8 | 1,323.4 | |
Segment operating income (loss) | 161.5 | 160.4 | 325.5 | 321.2 | |
Income (loss) from unconsolidated investments | (2.4) | (1) | 1.1 | 3 | |
Equity method investments | 119.2 | 76.8 | 119.2 | 76.8 | |
Capital expenditures | 27.9 | 16.2 | 37.4 | 43.1 | |
Depreciation and amortization | 22.8 | 25 | 45.3 | 50 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||||
Income (loss) from unconsolidated investments | (2.4) | (1) | 1.1 | 3 | |
Operating Segments | Wine and Spirits | Wine | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 544.9 | 611.1 | 1,044.5 | 1,146.1 | |
Operating Segments | Wine and Spirits | Spirits | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 79.6 | 92.5 | 159.3 | 177.3 | |
Operating Segments | Corporate Operations and Other | |||||
Segment Reporting Information [Line Items] | |||||
Segment operating income (loss) | (59.4) | (53.7) | (109.9) | (97.4) | |
Income (loss) from unconsolidated investments | 0.3 | (0.2) | 0.5 | (1.3) | |
Equity method investments | 99.6 | 81 | 99.6 | 81 | |
Capital expenditures | 15.5 | 12.6 | 41.9 | 39.3 | |
Depreciation and amortization | 1.6 | 5.2 | 7.2 | 10.5 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||||
Income (loss) from unconsolidated investments | 0.3 | (0.2) | 0.5 | (1.3) | |
Operating Segments | Canopy | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 79.7 | 67.7 | 160 | 138.4 | |
Segment operating income (loss) | (124.4) | (160.5) | (857.6) | (330.5) | |
Capital expenditures | 44.4 | 158.4 | 114.4 | 270.6 | |
Depreciation and amortization | 24.5 | 17.4 | 54.6 | 35 | |
Consolidation and Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | (79.7) | (67.7) | (160) | (138.4) | |
Segment operating income (loss) | 124.4 | 160.5 | 857.6 | 330.5 | |
Income (loss) from unconsolidated investments | (34.1) | (54.7) | (65.8) | (109.1) | |
Equity method investments | 2,713.1 | 2,846 | 2,713.1 | 2,846 | |
Capital expenditures | (44.4) | (158.4) | (114.4) | (270.6) | |
Depreciation and amortization | (24.5) | (17.4) | (54.6) | (35) | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||||
Income (loss) from unconsolidated investments | (34.1) | (54.7) | (65.8) | (109.1) | |
Comparable Adjustments | |||||
Segment Reporting Information [Line Items] | |||||
Segment operating income (loss) | 40.9 | (72.5) | (40.4) | (147.5) | |
Income (loss) from unconsolidated investments | (44.5) | (1,268.8) | (587.7) | (2,147.9) | |
Depreciation and amortization | 0 | 1.8 | 0 | 5.3 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||||
Income (loss) from unconsolidated investments | $ (44.5) | $ (1,268.8) | $ (587.7) | $ (2,147.9) |
Business Segment Information _3
Business Segment Information - Narrative (Details) | 6 Months Ended |
Aug. 31, 2020divisionsegment | |
Segment Reporting [Abstract] | |
Number of business divisions | division | 3 |
Number of reportable operating segments | segment | 4 |