ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
16-0716709
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
207 High Point Drive, Building 100, Victor, New York
|
14564
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
|
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(585) 678-7100
|
|
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(Registrant’s telephone number, including area code)
|
|
|
|
|
|
|
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(Former name, former address and former fiscal year, if changed since last report
|
Large accelerated filer
|
ý
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Accelerated filer
|
¨
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Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
Class
|
|
Number of Shares Outstanding
|
Class A Common Stock, par value $.01 per share
|
|
165,875,270
|
Class B Common Stock, par value $.01 per share
|
|
23,460,435
|
Class 1 Common Stock, par value $.01 per share
|
|
37
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|
|
|
|
Item 1.
|
Financial Statements.
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
(unaudited)
|
|||||||
|
August 31, 2013
|
|
February 28, 2013
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash investments
|
$
|
116.8
|
|
|
$
|
331.5
|
|
Accounts receivable, net
|
655.9
|
|
|
471.9
|
|
||
Inventories
|
1,643.0
|
|
|
1,480.9
|
|
||
Prepaid expenses and other
|
254.4
|
|
|
186.9
|
|
||
Total current assets
|
2,670.1
|
|
|
2,471.2
|
|
||
PROPERTY, PLANT AND EQUIPMENT, net
|
1,870.4
|
|
|
1,229.0
|
|
||
GOODWILL
|
6,139.2
|
|
|
2,722.3
|
|
||
INTANGIBLE ASSETS, net
|
3,243.9
|
|
|
871.4
|
|
||
OTHER ASSETS, net
|
199.2
|
|
|
344.2
|
|
||
Total assets
|
$
|
14,122.8
|
|
|
$
|
7,638.1
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Notes payable to banks
|
$
|
272.1
|
|
|
$
|
—
|
|
Current maturities of long-term debt
|
115.7
|
|
|
27.6
|
|
||
Accounts payable
|
341.2
|
|
|
209.0
|
|
||
Accrued excise taxes
|
27.6
|
|
|
18.9
|
|
||
Other accrued expenses and liabilities
|
1,054.0
|
|
|
422.4
|
|
||
Total current liabilities
|
1,810.6
|
|
|
677.9
|
|
||
LONG-TERM DEBT, less current maturities
|
6,912.7
|
|
|
3,277.8
|
|
||
DEFERRED INCOME TAXES
|
696.8
|
|
|
599.6
|
|
||
OTHER LIABILITIES
|
192.3
|
|
|
222.5
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 15)
|
|
|
|
||||
STOCKHOLDERS’ EQUITY:
|
|
|
|
||||
Class A Common Stock, $.01 par value- Authorized, 322,000,000 shares; Issued, 246,034,797 shares at August 31, 2013, and 242,064,514 shares at February 28, 2013
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2.5
|
|
|
2.4
|
|
||
Class B Convertible Common Stock, $.01 par value- Authorized, 30,000,000 shares; Issued, 28,470,735 shares at August 31, 2013, and 28,517,035 shares at February 28, 2013
|
0.3
|
|
|
0.3
|
|
||
Additional paid-in capital
|
2,037.0
|
|
|
1,907.1
|
|
||
Retained earnings
|
4,070.0
|
|
|
2,495.1
|
|
||
Accumulated other comprehensive income
|
64.6
|
|
|
132.1
|
|
||
|
6,174.4
|
|
|
4,537.0
|
|
||
Less: Treasury stock –
|
|
|
|
||||
Class A Common Stock, 80,296,108 shares at August 31, 2013, and 80,799,298 shares at February 28, 2013, at cost
|
(1,661.8
|
)
|
|
(1,674.5
|
)
|
||
Class B Convertible Common Stock, 5,005,800 shares at August 31, 2013, and February 28, 2013, at cost
|
(2.2
|
)
|
|
(2.2
|
)
|
||
|
(1,664.0
|
)
|
|
(1,676.7
|
)
|
||
Total stockholders’ equity
|
4,510.4
|
|
|
2,860.3
|
|
||
Total liabilities and stockholders’ equity
|
$
|
14,122.8
|
|
|
$
|
7,638.1
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions, except per share data)
(unaudited)
|
|||||||||||||||
|
For the Six Months
Ended August 31, |
|
For the Three Months
Ended August 31, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
SALES
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$
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2,379.5
|
|
|
$
|
1,523.0
|
|
|
$
|
1,613.3
|
|
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$
|
797.7
|
|
Less – excise taxes
|
(246.3
|
)
|
|
(189.7
|
)
|
|
(153.5
|
)
|
|
(99.2
|
)
|
||||
Net sales
|
2,133.2
|
|
|
1,333.3
|
|
|
1,459.8
|
|
|
698.5
|
|
||||
COST OF PRODUCT SOLD
|
(1,300.1
|
)
|
|
(797.6
|
)
|
|
(882.8
|
)
|
|
(413.4
|
)
|
||||
Gross profit
|
833.1
|
|
|
535.7
|
|
|
577.0
|
|
|
285.1
|
|
||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
(429.7
|
)
|
|
(299.0
|
)
|
|
(244.1
|
)
|
|
(154.5
|
)
|
||||
IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS
|
(300.9
|
)
|
|
—
|
|
|
(300.9
|
)
|
|
—
|
|
||||
GAIN ON REMEASUREMENT TO FAIR VALUE OF EQUITY METHOD INVESTMENT
|
1,642.0
|
|
|
—
|
|
|
1,642.0
|
|
|
—
|
|
||||
Operating income
|
1,744.5
|
|
|
236.7
|
|
|
1,674.0
|
|
|
130.6
|
|
||||
EQUITY IN EARNINGS OF EQUITY METHOD INVESTEES
|
70.3
|
|
|
131.1
|
|
|
3.7
|
|
|
70.5
|
|
||||
INTEREST EXPENSE, net
|
(145.1
|
)
|
|
(105.3
|
)
|
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(90.3
|
)
|
|
(54.6
|
)
|
||||
LOSS ON WRITE-OFF OF FINANCING COSTS
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
||||
Income before income taxes
|
1,669.7
|
|
|
259.7
|
|
|
1,587.4
|
|
|
146.5
|
|
||||
PROVISION FOR INCOME TAXES
|
(94.8
|
)
|
|
(63.1
|
)
|
|
(65.4
|
)
|
|
(21.9
|
)
|
||||
NET INCOME
|
$
|
1,574.9
|
|
|
$
|
196.6
|
|
|
$
|
1,522.0
|
|
|
$
|
124.6
|
|
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE INCOME
|
$
|
1,507.4
|
|
|
$
|
180.6
|
|
|
$
|
1,478.0
|
|
|
$
|
199.2
|
|
|
|
|
|
|
|
|
|
||||||||
SHARE DATA:
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic – Class A Common Stock
|
$
|
8.53
|
|
|
$
|
1.09
|
|
|
$
|
8.18
|
|
|
$
|
0.71
|
|
Basic – Class B Convertible Common Stock
|
$
|
7.75
|
|
|
$
|
0.99
|
|
|
$
|
7.43
|
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted – Class A Common Stock
|
$
|
8.03
|
|
|
$
|
1.05
|
|
|
$
|
7.74
|
|
|
$
|
0.67
|
|
Diluted – Class B Convertible Common Stock
|
$
|
7.38
|
|
|
$
|
0.96
|
|
|
$
|
7.11
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic – Class A Common Stock
|
163.277
|
|
|
158.527
|
|
|
164.825
|
|
|
154.794
|
|
||||
Basic – Class B Convertible Common Stock
|
23.485
|
|
|
23.545
|
|
|
23.472
|
|
|
23.536
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted – Class A Common Stock
|
196.056
|
|
|
187.458
|
|
|
196.767
|
|
|
184.640
|
|
||||
Diluted – Class B Convertible Common Stock
|
23.485
|
|
|
23.545
|
|
|
23.472
|
|
|
23.536
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|||||||
|
For the Six Months
Ended August 31, |
||||||
|
2013
|
|
2012
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
1,574.9
|
|
|
$
|
196.6
|
|
|
|
|
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Gain on remeasurement to fair value of equity method investment
|
(1,642.0
|
)
|
|
—
|
|
||
Equity in earnings of equity method investees, net of distributed earnings
|
(39.1
|
)
|
|
(0.6
|
)
|
||
Impairment of goodwill and intangible assets
|
300.9
|
|
|
—
|
|
||
Depreciation of property, plant and equipment
|
64.1
|
|
|
52.4
|
|
||
Stock-based compensation expense
|
25.6
|
|
|
21.4
|
|
||
Deferred tax provision
|
9.6
|
|
|
31.9
|
|
||
Amortization of intangible assets
|
7.1
|
|
|
3.6
|
|
||
Amortization of deferred financing costs
|
5.0
|
|
|
1.2
|
|
||
Loss (gain) on disposal of long-lived assets, net
|
0.1
|
|
|
(0.5
|
)
|
||
Loss on write-off of financing costs
|
—
|
|
|
2.8
|
|
||
Change in operating assets and liabilities, net of effects from purchase of business:
|
|
|
|
||||
Accounts receivable, net
|
8.4
|
|
|
(51.1
|
)
|
||
Inventories
|
67.4
|
|
|
37.2
|
|
||
Prepaid expenses and other current assets
|
17.6
|
|
|
(1.0
|
)
|
||
Accounts payable
|
10.4
|
|
|
52.5
|
|
||
Accrued excise taxes
|
(5.6
|
)
|
|
2.9
|
|
||
Other accrued expenses and liabilities
|
59.8
|
|
|
3.7
|
|
||
Other, net
|
24.8
|
|
|
15.5
|
|
||
Total adjustments
|
(1,085.9
|
)
|
|
171.9
|
|
||
Net cash provided by operating activities
|
489.0
|
|
|
368.5
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchase of business, net of cash acquired
|
(4,672.9
|
)
|
|
(159.7
|
)
|
||
Purchases of property, plant and equipment
|
(49.2
|
)
|
|
(35.6
|
)
|
||
Proceeds from sales of assets
|
1.6
|
|
|
7.9
|
|
||
Proceeds from notes receivable
|
—
|
|
|
4.6
|
|
||
Other investing activities
|
1.1
|
|
|
(1.2
|
)
|
||
Net cash used in investing activities
|
(4,719.4
|
)
|
|
(184.0
|
)
|
||
|
|
|
|
1.
|
BASIS OF PRESENTATION:
|
2.
|
RECENTLY ADOPTED ACCOUNTING GUIDANCE:
|
•
|
The proceeds from the issuance of
$1,550.0 million
aggregate principal amount of May 2013 Senior Notes (as defined in Note 13);
|
•
|
$1,500.0 million
in term loans consisting of a
$500.0 million
European Term A Facility (as defined in Note 13) and a
$1,000.0 million
European Term B Facility (as defined in Note 13) under the 2013 Credit Agreement (as defined in Note 13);
|
•
|
$675.0 million
in term loans under the U.S. Term A-2 facility (as defined in Note 13) under the 2013 Credit Agreement;
|
•
|
$208.0 million
in proceeds of borrowings under the Company’s then existing accounts receivable securitization facility;
|
•
|
$580.0 million
in borrowings under the revolving credit facility under the 2013 Credit Agreement; and
|
•
|
Approximately
$232.0 million
of cash on hand (inclusive of
$13.0 million
of borrowings under a subsidiary working capital facility).
|
|
For the Six Months
Ended August 31, |
|
For the Three Months
Ended August 31, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,750.6
|
|
|
$
|
2,643.4
|
|
|
$
|
1,511.6
|
|
|
$
|
1,465.8
|
|
Income (loss) before income taxes
|
$
|
156.5
|
|
|
$
|
450.4
|
|
|
$
|
(47.4
|
)
|
|
$
|
260.4
|
|
Net income (loss)
|
$
|
18.3
|
|
|
$
|
329.9
|
|
|
$
|
(115.3
|
)
|
|
$
|
204.0
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic – Class A Common Stock
|
$
|
0.10
|
|
|
$
|
1.83
|
|
|
$
|
(0.62
|
)
|
|
$
|
1.16
|
|
Basic – Class B Convertible Common Stock
|
$
|
0.09
|
|
|
$
|
1.67
|
|
|
$
|
(0.56
|
)
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted – Class A Common Stock
|
$
|
0.09
|
|
|
$
|
1.76
|
|
|
$
|
(0.62
|
)
|
|
$
|
1.10
|
|
Diluted – Class B Convertible Common Stock
|
$
|
0.09
|
|
|
$
|
1.62
|
|
|
$
|
(0.56
|
)
|
|
$
|
1.02
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic – Class A Common Stock
|
163.277
|
|
|
158.527
|
|
|
164.825
|
|
|
154.794
|
|
||||
Basic – Class B Convertible Common Stock
|
23.485
|
|
|
23.545
|
|
|
23.472
|
|
|
23.536
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted – Class A Common Stock
|
196.056
|
|
|
187.458
|
|
|
196.767
|
|
|
184.640
|
|
||||
Diluted – Class B Convertible Common Stock
|
23.485
|
|
|
23.545
|
|
|
23.472
|
|
|
23.536
|
|
|
August 31, 2013
|
|
February 28, 2013
|
||||
(in millions
)
|
|
|
|
||||
Raw materials and supplies
|
$
|
90.6
|
|
|
$
|
45.5
|
|
In-process inventories
|
1,115.7
|
|
|
1,168.1
|
|
||
Finished case goods
|
436.7
|
|
|
267.3
|
|
||
|
$
|
1,643.0
|
|
|
$
|
1,480.9
|
|
|
August 31, 2013
|
|
February 28, 2013
|
||||
(in millions
)
|
|
|
|
||||
Income taxes receivable
|
$
|
98.5
|
|
|
$
|
117.2
|
|
Prepaid excise, sales and value added taxes
|
71.7
|
|
|
20.2
|
|
||
Other
|
84.2
|
|
|
49.5
|
|
||
|
$
|
254.4
|
|
|
$
|
186.9
|
|
|
August 31, 2013
|
|
February 28, 2013
|
||||
(in millions)
|
|
|
|
||||
Land and land improvements
|
$
|
330.4
|
|
|
$
|
304.6
|
|
Vineyards
|
214.4
|
|
|
214.5
|
|
||
Buildings and improvements
|
507.9
|
|
|
342.0
|
|
||
Machinery and equipment
|
1,533.0
|
|
|
1,090.6
|
|
||
Motor vehicles
|
47.5
|
|
|
47.3
|
|
||
Construction in progress
|
95.7
|
|
|
47.9
|
|
||
|
2,728.9
|
|
|
2,046.9
|
|
||
Less – Accumulated depreciation
|
(858.5
|
)
|
|
(817.9
|
)
|
||
|
$
|
1,870.4
|
|
|
$
|
1,229.0
|
|
Balance Sheet Location
|
|
August 31, 2013
|
|
February 28, 2013
|
||||
(in millions)
|
|
|
|
|
||||
Derivative instruments designated as hedging instruments
|
|
|
|
|
||||
Foreign currency contracts:
|
|
|
|
|
||||
Prepaid expenses and other
|
|
$
|
3.7
|
|
|
$
|
6.4
|
|
Other accrued expenses and liabilities
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
Other assets, net
|
|
$
|
1.3
|
|
|
$
|
2.4
|
|
Other liabilities
|
|
$
|
1.3
|
|
|
$
|
0.1
|
|
|
|
|
|
|
||||
Interest rate swap contracts:
|
|
|
|
|
||||
Other accrued expenses and liabilities
|
|
$
|
3.5
|
|
|
$
|
3.2
|
|
Other assets, net
|
|
$
|
2.8
|
|
|
$
|
—
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
|
|
|
|
||||
Diesel fuel swap contracts:
|
|
|
|
|
||||
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Other assets, net
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
|
|
||||
Derivative instruments not designated as hedging instruments
|
|
|
|
|
||||
Foreign currency contracts:
|
|
|
|
|
||||
Prepaid expenses and other
|
|
$
|
5.9
|
|
|
$
|
0.9
|
|
Other accrued expenses and liabilities
|
|
$
|
7.8
|
|
|
$
|
5.1
|
|
|
|
|
|
|
||||
Interest rate swap contracts:
|
|
|
|
|
||||
Prepaid expenses and other
|
|
$
|
4.1
|
|
|
$
|
3.3
|
|
Other accrued expenses and liabilities
|
|
$
|
16.3
|
|
|
$
|
13.2
|
|
Other assets, net
|
|
$
|
—
|
|
|
$
|
3.3
|
|
Other liabilities
|
|
$
|
19.4
|
|
|
$
|
27.6
|
|
|
|
|
|
|
||||
Diesel fuel swap contracts:
|
|
|
|
|
||||
Prepaid expenses and other
|
|
$
|
1.4
|
|
|
$
|
—
|
|
Other assets, net
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Other liabilities
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Derivative Instruments in
Designated Cash Flow
Hedging Relationships
|
|
Net
(Loss) Gain
Recognized
in OCI
(Effective
portion)
|
|
Location of Net Gain (Loss)
Reclassified from AOCI to
Income (Effective portion)
|
|
Net
Gain (Loss)
Reclassified
from AOCI to
Income
(Effective
portion)
|
||||
(in millions)
|
|
|
|
|
|
|
||||
For the Six Months Ended August 31, 2013
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
(0.2
|
)
|
|
Sales
|
|
$
|
1.6
|
|
Foreign currency contracts
|
|
(1.8
|
)
|
|
Cost of product sold
|
|
0.2
|
|
||
Interest rate swap contracts
|
|
2.6
|
|
|
Interest expense, net
|
|
(4.1
|
)
|
||
Total
|
|
$
|
0.6
|
|
|
Total
|
|
$
|
(2.3
|
)
|
|
|
|
|
|
|
|
||||
For the Six Months Ended August 31, 2012
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
(1.0
|
)
|
|
Sales
|
|
$
|
1.7
|
|
Foreign currency contracts
|
|
(1.8
|
)
|
|
Cost of product sold
|
|
1.4
|
|
||
Diesel fuel swap contracts
|
|
0.9
|
|
|
Cost of product sold
|
|
—
|
|
||
Interest rate swap contracts
|
|
(6.2
|
)
|
|
Interest expense, net
|
|
(4.1
|
)
|
||
Total
|
|
$
|
(8.1
|
)
|
|
Total
|
|
$
|
(1.0
|
)
|
|
|
|
|
|
|
|
||||
For the Three Months Ended August 31, 2013
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
0.3
|
|
|
Sales
|
|
$
|
0.7
|
|
Foreign currency contracts
|
|
(0.6
|
)
|
|
Cost of product sold
|
|
—
|
|
||
Interest rate swap contracts
|
|
1.4
|
|
|
Interest expense, net
|
|
(2.0
|
)
|
||
Total
|
|
$
|
1.1
|
|
|
Total
|
|
$
|
(1.3
|
)
|
|
|
|
|
|
|
|
||||
For the Three Months Ended August 31, 2012
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
(1.4
|
)
|
|
Sales
|
|
$
|
0.5
|
|
Foreign currency contracts
|
|
2.1
|
|
|
Cost of product sold
|
|
0.8
|
|
||
Diesel fuel swap contracts
|
|
0.9
|
|
|
Cost of product sold
|
|
—
|
|
||
Interest rate swap contracts
|
|
(3.5
|
)
|
|
Interest expense, net
|
|
(2.0
|
)
|
||
Total
|
|
$
|
(1.9
|
)
|
|
Total
|
|
$
|
(0.7
|
)
|
Derivative Instruments in
Designated Cash Flow
Hedging Relationships
|
|
|
|
Location of Net Gain
Recognized in Income
(Ineffective portion)
|
|
Net Gain
Recognized
in Income
(Ineffective
portion)
|
||
(in millions)
|
|
|
|
|
|
|
||
For the Six Months Ended August 31, 2013
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
0.2
|
|
Diesel fuel swap contracts
|
|
|
|
Selling, general and administrative expenses
|
|
0.1
|
|
|
|
|
|
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
|
||
For the Six Months Ended August 31, 2012
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
||
For the Three Months Ended August 31, 2013
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
||
For the Three Months Ended August 31, 2012
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
0.3
|
|
Derivative Instruments Not
Designated as Hedging Instruments
|
|
|
|
Location of Net Loss (Gain)
Recognized in Income
|
|
Net Loss (Gain)
Recognized
in Income
|
||
(in millions)
|
|
|
|
|
|
|
||
For the Six Months Ended August 31, 2013
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
(2.6
|
)
|
Diesel fuel swap contracts
|
|
|
|
Selling, general and administrative expenses
|
|
1.6
|
|
|
|
|
|
|
|
|
$
|
(1.0
|
)
|
|
|
|
|
|
|
|
||
For the Six Months Ended August 31, 2012
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
(2.2
|
)
|
Interest rate swap contracts
|
|
|
|
Interest expense, net
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
$
|
(2.6
|
)
|
|
|
|
|
|
|
|
||
For the Three Months Ended August 31, 2013
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
(0.6
|
)
|
Diesel fuel swap contracts
|
|
|
|
Selling, general and administrative expenses
|
|
2.6
|
|
|
|
|
|
|
|
|
$
|
2.0
|
|
|
|
|
|
|
|
|
||
For the Three Months Ended August 31, 2012
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
2.1
|
|
Interest rate swap contracts
|
|
|
|
Interest expense, net
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
$
|
1.8
|
|
|
August 31, 2013
|
|
February 28, 2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash investments
|
$
|
116.8
|
|
|
$
|
116.8
|
|
|
$
|
331.5
|
|
|
$
|
331.5
|
|
Accounts receivable, net
|
$
|
655.9
|
|
|
$
|
655.9
|
|
|
$
|
471.9
|
|
|
$
|
471.9
|
|
Available-for-sale debt securities
|
$
|
33.9
|
|
|
$
|
33.9
|
|
|
$
|
34.2
|
|
|
$
|
34.2
|
|
Foreign currency contracts
|
$
|
10.9
|
|
|
$
|
10.9
|
|
|
$
|
9.7
|
|
|
$
|
9.7
|
|
Interest rate swap contracts
|
$
|
6.9
|
|
|
$
|
6.9
|
|
|
$
|
6.6
|
|
|
$
|
6.6
|
|
Diesel fuel swap contracts
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Notes payable to banks
|
$
|
272.1
|
|
|
$
|
266.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accounts payable
|
$
|
341.2
|
|
|
$
|
341.2
|
|
|
$
|
209.0
|
|
|
$
|
209.0
|
|
Long-term debt, including current portion
|
$
|
7,028.4
|
|
|
$
|
6,962.9
|
|
|
$
|
3,305.4
|
|
|
$
|
3,603.6
|
|
Foreign currency contracts
|
$
|
9.9
|
|
|
$
|
9.9
|
|
|
$
|
5.3
|
|
|
$
|
5.3
|
|
Interest rate swap contracts
|
$
|
39.2
|
|
|
$
|
39.2
|
|
|
$
|
47.1
|
|
|
$
|
47.1
|
|
Diesel fuel swap contracts
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
August 31, 2013
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
AFS debt securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.9
|
|
|
$
|
33.9
|
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
10.9
|
|
|
$
|
—
|
|
|
$
|
10.9
|
|
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
Diesel fuel swap contracts
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
9.9
|
|
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
39.2
|
|
|
$
|
—
|
|
|
$
|
39.2
|
|
Diesel fuel swap contracts
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
||||||||
February 28, 2013
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
AFS debt securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.2
|
|
|
$
|
34.2
|
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
9.7
|
|
|
$
|
—
|
|
|
$
|
9.7
|
|
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
6.6
|
|
Diesel fuel swap contracts
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
47.1
|
|
|
$
|
—
|
|
|
$
|
47.1
|
|
Diesel fuel swap contracts
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Losses
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
For the Six Months Ended August 31, 2013
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154.8
|
|
|
$
|
283.6
|
|
Trademarks
|
—
|
|
|
—
|
|
|
73.1
|
|
|
17.3
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
227.9
|
|
|
$
|
300.9
|
|
|
|
|
|
|
|
|
|
||||||||
For the Three Months Ended August 31, 2013
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154.8
|
|
|
$
|
283.6
|
|
Trademarks
|
—
|
|
|
—
|
|
|
73.1
|
|
|
17.3
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
227.9
|
|
|
$
|
300.9
|
|
|
Wine and Spirits
|
|
Beer
|
|
Consolidations
and
Eliminations
|
|
Consolidated
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Balance, February 29, 2012
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
2,632.9
|
|
|
$
|
13.0
|
|
|
$
|
(13.0
|
)
|
|
$
|
2,632.9
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
2,632.9
|
|
|
13.0
|
|
|
(13.0
|
)
|
|
2,632.9
|
|
||||
Purchase accounting allocations
|
110.0
|
|
|
—
|
|
|
—
|
|
|
110.0
|
|
||||
Foreign currency translation adjustments
|
(20.6
|
)
|
|
—
|
|
|
—
|
|
|
(20.6
|
)
|
||||
Balance, February 28, 2013
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
2,722.3
|
|
|
13.0
|
|
|
(13.0
|
)
|
|
2,722.3
|
|
||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
2,722.3
|
|
|
13.0
|
|
|
(13.0
|
)
|
|
2,722.3
|
|
||||
Purchase accounting allocations
|
—
|
|
|
3,702.8
|
|
|
13.0
|
|
|
3,715.8
|
|
||||
Impairment of goodwill
|
(283.6
|
)
|
|
—
|
|
|
—
|
|
|
(283.6
|
)
|
||||
Foreign currency translation adjustments
|
(13.7
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(15.3
|
)
|
||||
Balance, August 31, 2013
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
2,704.1
|
|
|
3,714.2
|
|
|
—
|
|
|
6,418.3
|
|
||||
Accumulated impairment losses
|
(279.1
|
)
|
|
—
|
|
|
—
|
|
|
(279.1
|
)
|
||||
|
$
|
2,425.0
|
|
|
$
|
3,714.2
|
|
|
$
|
—
|
|
|
$
|
6,139.2
|
|
|
August 31, 2013
|
|
February 28, 2013
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Net
Carrying
Amount
|
||||||||
(
in millions)
|
|
|
|
|
|
|
|
||||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
104.8
|
|
|
$
|
74.2
|
|
|
$
|
82.9
|
|
|
$
|
54.7
|
|
Favorable interim supply agreement
|
68.3
|
|
|
65.5
|
|
|
—
|
|
|
—
|
|
||||
Other
|
14.7
|
|
|
7.5
|
|
|
7.9
|
|
|
2.2
|
|
||||
Total
|
$
|
187.8
|
|
|
147.2
|
|
|
$
|
90.8
|
|
|
56.9
|
|
||
|
|
|
|
|
|
|
|
||||||||
Nonamortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
|
|
3,091.5
|
|
|
|
|
809.1
|
|
||||||
Other
|
|
|
5.2
|
|
|
|
|
5.4
|
|
||||||
Total
|
|
|
3,096.7
|
|
|
|
|
814.5
|
|
||||||
Total intangible assets, net
|
|
|
$
|
3,243.9
|
|
|
|
|
$
|
871.4
|
|
|
August 31, 2013
|
|
February 28, 2013
|
||||
(in millions)
|
|
|
|
||||
Deferred financing costs
|
$
|
84.8
|
|
|
$
|
54.4
|
|
Investments in equity method investees
|
73.2
|
|
|
243.6
|
|
||
Investment in Accolade
|
42.5
|
|
|
42.8
|
|
||
Other
|
17.5
|
|
|
17.3
|
|
||
|
218.0
|
|
|
358.1
|
|
||
Less – Accumulated amortization
|
(18.8
|
)
|
|
(13.9
|
)
|
||
|
$
|
199.2
|
|
|
$
|
344.2
|
|
|
For the Six Months
Ended August 31, |
|
For the Three Months
Ended August 31, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
813.4
|
|
|
$
|
1,512.5
|
|
|
$
|
51.8
|
|
|
$
|
788.4
|
|
Gross profit
|
$
|
241.5
|
|
|
$
|
436.8
|
|
|
$
|
15.9
|
|
|
$
|
225.6
|
|
Income from continuing operations
|
$
|
142.1
|
|
|
$
|
266.0
|
|
|
$
|
8.6
|
|
|
$
|
143.2
|
|
Net income
|
$
|
142.1
|
|
|
$
|
266.0
|
|
|
$
|
8.6
|
|
|
$
|
143.2
|
|
|
August 31, 2013
|
|
February 28, 2013
|
||||
(in millions)
|
|
|
|
||||
Beer Business Acquisition payable
|
$
|
556.5
|
|
|
$
|
—
|
|
Advertising and promotions
|
108.6
|
|
|
80.3
|
|
||
Accrued interest
|
86.7
|
|
|
61.4
|
|
||
Salaries, commissions, and payroll benefits and withholdings
|
67.5
|
|
|
80.5
|
|
||
Deferred revenue
|
52.7
|
|
|
49.3
|
|
||
Income taxes payable
|
44.9
|
|
|
11.2
|
|
||
Other
|
137.1
|
|
|
139.7
|
|
||
|
$
|
1,054.0
|
|
|
$
|
422.4
|
|
|
August 31, 2013
|
|
February 28, 2013
|
||||||||||||
|
Current
|
|
Long-term
|
|
Total
|
|
Total
|
||||||||
(
in millions)
|
|
|
|
|
|
|
|
||||||||
Notes Payable to Banks
:
|
|
|
|
|
|
|
|
||||||||
Senior Credit Facility – Revolving Credit Loans
|
$
|
78.0
|
|
|
$
|
—
|
|
|
$
|
78.0
|
|
|
$
|
—
|
|
Other
|
194.1
|
|
|
—
|
|
|
194.1
|
|
|
—
|
|
||||
|
$
|
272.1
|
|
|
$
|
—
|
|
|
$
|
272.1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term Debt
:
|
|
|
|
|
|
|
|
||||||||
Senior Credit Facility – Term Loans
|
$
|
97.0
|
|
|
$
|
2,840.5
|
|
|
$
|
2,937.5
|
|
|
$
|
762.5
|
|
Senior Notes
|
—
|
|
|
4,046.7
|
|
|
4,046.7
|
|
|
2,496.0
|
|
||||
Other Long-term Debt
|
18.7
|
|
|
25.5
|
|
|
44.2
|
|
|
46.9
|
|
||||
|
$
|
115.7
|
|
|
$
|
6,912.7
|
|
|
$
|
7,028.4
|
|
|
$
|
3,305.4
|
|
|
U.S.
Term A
Facility
|
|
U.S.
Term A-1
Facility
|
|
U.S.
Term A-2
Facility
|
|
European
Term A
Facility
|
|
European
Term B
Facility
|
|
Total
|
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2014
|
$
|
12.9
|
|
|
$
|
1.2
|
|
|
$
|
16.9
|
|
|
$
|
12.5
|
|
|
$
|
5.0
|
|
|
$
|
48.5
|
|
2015
|
25.8
|
|
|
2.5
|
|
|
33.7
|
|
|
25.0
|
|
|
10.0
|
|
|
97.0
|
|
||||||
2016
|
38.7
|
|
|
2.5
|
|
|
50.6
|
|
|
37.5
|
|
|
10.0
|
|
|
139.3
|
|
||||||
2017
|
51.5
|
|
|
2.5
|
|
|
67.5
|
|
|
50.0
|
|
|
10.0
|
|
|
181.5
|
|
||||||
2018
|
51.5
|
|
|
2.5
|
|
|
67.5
|
|
|
50.0
|
|
|
10.0
|
|
|
181.5
|
|
||||||
2019
|
335.2
|
|
|
2.4
|
|
|
438.8
|
|
|
325.0
|
|
|
10.0
|
|
|
1,111.4
|
|
||||||
Thereafter
|
—
|
|
|
233.3
|
|
|
—
|
|
|
—
|
|
|
945.0
|
|
|
1,178.3
|
|
||||||
|
$
|
515.6
|
|
|
$
|
246.9
|
|
|
$
|
675.0
|
|
|
$
|
500.0
|
|
|
$
|
1,000.0
|
|
|
$
|
2,937.5
|
|
|
For the Six Months
Ended August 31, |
|
For the Three Months
Ended August 31, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
||||||||
Income available to common stockholders
|
$
|
1,574.9
|
|
|
$
|
196.6
|
|
|
$
|
1,522.0
|
|
|
$
|
124.6
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – basic:
|
|
|
|
|
|
|
|
||||||||
Class A Common Stock
|
163.277
|
|
|
158.527
|
|
|
164.825
|
|
|
154.794
|
|
||||
Class B Convertible Common Stock
|
23.485
|
|
|
23.545
|
|
|
23.472
|
|
|
23.536
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – diluted:
|
|
|
|
|
|
|
|
||||||||
Class A Common Stock
|
163.277
|
|
|
158.527
|
|
|
164.825
|
|
|
154.794
|
|
||||
Class B Convertible Common Stock
|
23.485
|
|
|
23.545
|
|
|
23.472
|
|
|
23.536
|
|
||||
Stock-based awards, primarily stock options
|
9.294
|
|
|
5.386
|
|
|
8.470
|
|
|
6.310
|
|
||||
Weighted average common shares outstanding – diluted
|
196.056
|
|
|
187.458
|
|
|
196.767
|
|
|
184.640
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share – basic:
|
|
|
|
|
|
|
|
||||||||
Class A Common Stock
|
$
|
8.53
|
|
|
$
|
1.09
|
|
|
$
|
8.18
|
|
|
$
|
0.71
|
|
Class B Convertible Common Stock
|
$
|
7.75
|
|
|
$
|
0.99
|
|
|
$
|
7.43
|
|
|
$
|
0.64
|
|
Earnings per common share – diluted:
|
|
|
|
|
|
|
|
||||||||
Class A Common Stock
|
$
|
8.03
|
|
|
$
|
1.05
|
|
|
$
|
7.74
|
|
|
$
|
0.67
|
|
Class B Convertible Common Stock
|
$
|
7.38
|
|
|
$
|
0.96
|
|
|
$
|
7.11
|
|
|
$
|
0.62
|
|
|
Before Tax
Amount
|
|
Tax (Expense)Benefit
|
|
Net of Tax
Amount
|
||||||
(in millions)
|
|
|
|
|
|
||||||
For the Six Months Ended August 31, 2013
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
$
|
1,574.9
|
|
||||
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net losses
|
$
|
(66.4
|
)
|
|
$
|
(1.6
|
)
|
|
(68.0
|
)
|
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(66.4
|
)
|
|
(1.6
|
)
|
|
(68.0
|
)
|
|||
Unrealized gain on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative gains
|
2.4
|
|
|
(1.8
|
)
|
|
0.6
|
|
|||
Reclassification adjustments
|
3.6
|
|
|
(1.6
|
)
|
|
2.0
|
|
|||
Net gain recognized in other comprehensive loss
|
6.0
|
|
|
(3.4
|
)
|
|
2.6
|
|
|||
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities losses
|
(2.9
|
)
|
|
(0.1
|
)
|
|
(3.0
|
)
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(2.9
|
)
|
|
(0.1
|
)
|
|
(3.0
|
)
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial gains
|
0.6
|
|
|
(0.2
|
)
|
|
0.4
|
|
|||
Reclassification adjustments
|
0.6
|
|
|
(0.1
|
)
|
|
0.5
|
|
|||
Net gain recognized in other comprehensive loss
|
1.2
|
|
|
(0.3
|
)
|
|
0.9
|
|
|||
Other comprehensive loss
|
$
|
(62.1
|
)
|
|
$
|
(5.4
|
)
|
|
(67.5
|
)
|
|
Total comprehensive income
|
|
|
|
|
$
|
1,507.4
|
|
||||
|
|
|
|
|
|
||||||
For the Six Months Ended August 31, 2012
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
$
|
196.6
|
|
||||
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net losses
|
$
|
(12.4
|
)
|
|
$
|
3.5
|
|
|
(8.9
|
)
|
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(12.4
|
)
|
|
3.5
|
|
|
(8.9
|
)
|
|||
Unrealized loss on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative losses
|
(12.8
|
)
|
|
4.7
|
|
|
(8.1
|
)
|
|||
Reclassification adjustments
|
2.3
|
|
|
(1.5
|
)
|
|
0.8
|
|
|||
Net loss recognized in other comprehensive loss
|
(10.5
|
)
|
|
3.2
|
|
|
(7.3
|
)
|
|||
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities losses
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial losses
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|||
Reclassification adjustments
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||
Net gain recognized in other comprehensive loss
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||
Other comprehensive loss
|
$
|
(22.6
|
)
|
|
$
|
6.6
|
|
|
(16.0
|
)
|
|
Total comprehensive income
|
|
|
|
|
$
|
180.6
|
|
||||
|
|
|
|
|
|
|
Before Tax
Amount
|
|
Tax (Expense)Benefit
|
|
Net of Tax
Amount
|
||||||
(in millions)
|
|
|
|
|
|
||||||
For the Three Months Ended August 31, 2013
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
$
|
1,522.0
|
|
||||
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net losses
|
$
|
(44.1
|
)
|
|
$
|
(1.1
|
)
|
|
(45.2
|
)
|
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(44.1
|
)
|
|
(1.1
|
)
|
|
(45.2
|
)
|
|||
Unrealized gain on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative gains
|
2.4
|
|
|
(1.3
|
)
|
|
1.1
|
|
|||
Reclassification adjustments
|
2.1
|
|
|
(0.9
|
)
|
|
1.2
|
|
|||
Net gain recognized in other comprehensive loss
|
4.5
|
|
|
(2.2
|
)
|
|
2.3
|
|
|||
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities losses
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial gains
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||
Reclassification adjustments
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||
Net gain recognized in other comprehensive loss
|
0.7
|
|
|
(0.1
|
)
|
|
0.6
|
|
|||
Other comprehensive loss
|
$
|
(40.6
|
)
|
|
$
|
(3.4
|
)
|
|
(44.0
|
)
|
|
Total comprehensive income
|
|
|
|
|
$
|
1,478.0
|
|
||||
|
|
|
|
|
|
||||||
For the Three Months Ended August 31, 2012
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
$
|
124.6
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net gains
|
$
|
70.7
|
|
|
$
|
3.7
|
|
|
74.4
|
|
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net gain recognized in other comprehensive income
|
70.7
|
|
|
3.7
|
|
|
74.4
|
|
|||
Unrealized loss on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative losses
|
(4.2
|
)
|
|
2.3
|
|
|
(1.9
|
)
|
|||
Reclassification adjustments
|
1.2
|
|
|
(0.8
|
)
|
|
0.4
|
|
|||
Net loss recognized in other comprehensive income
|
(3.0
|
)
|
|
1.5
|
|
|
(1.5
|
)
|
|||
Unrealized gain on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities gains
|
2.3
|
|
|
(0.1
|
)
|
|
2.2
|
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net gain recognized in other comprehensive income
|
2.3
|
|
|
(0.1
|
)
|
|
2.2
|
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial losses
|
(0.9
|
)
|
|
0.3
|
|
|
(0.6
|
)
|
|||
Reclassification adjustments
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|||
Net loss recognized in other comprehensive income
|
(0.7
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
|||
Other comprehensive income
|
$
|
69.3
|
|
|
$
|
5.3
|
|
|
74.6
|
|
|
Total comprehensive income
|
|
|
|
|
$
|
199.2
|
|
|
Foreign
Currency
Translation
Adjustments
|
|
Net
Unrealized
(Losses) Gains on
Derivative Instruments
|
|
Net
Unrealized
Gains (Losses)
on AFS Debt
Securities
|
|
Pension/
Postretirement
Adjustments
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, February 28, 2013
|
$
|
170.4
|
|
|
$
|
(20.2
|
)
|
|
$
|
1.4
|
|
|
$
|
(19.5
|
)
|
|
$
|
132.1
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive (loss) income before reclassification adjustments
|
(68.0
|
)
|
|
0.6
|
|
|
(3.0
|
)
|
|
0.4
|
|
|
(70.0
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
2.0
|
|
|
—
|
|
|
0.5
|
|
|
2.5
|
|
|||||
Other comprehensive (loss) income
|
(68.0
|
)
|
|
2.6
|
|
|
(3.0
|
)
|
|
0.9
|
|
|
(67.5
|
)
|
|||||
Balance, August 31, 2013
|
$
|
102.4
|
|
|
$
|
(17.6
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(18.6
|
)
|
|
$
|
64.6
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
40.7
|
|
|
839.4
|
|
|
990.3
|
|
|
—
|
|
|
1,870.4
|
|
|||||
Investments in subsidiaries
|
10,207.1
|
|
|
2.8
|
|
|
—
|
|
|
(10,209.9
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
5,504.8
|
|
|
634.4
|
|
|
—
|
|
|
6,139.2
|
|
|||||
Intangible assets, net
|
—
|
|
|
711.7
|
|
|
2,532.2
|
|
|
—
|
|
|
3,243.9
|
|
|||||
Intercompany notes receivable
|
3,616.3
|
|
|
36.7
|
|
|
32.6
|
|
|
(3,685.6
|
)
|
|
—
|
|
|||||
Other assets, net
|
60.6
|
|
|
76.1
|
|
|
70.9
|
|
|
(8.4
|
)
|
|
199.2
|
|
|||||
Total assets
|
$
|
23,107.2
|
|
|
$
|
19,281.3
|
|
|
$
|
8,390.4
|
|
|
$
|
(36,656.1
|
)
|
|
$
|
14,122.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable to banks
|
$
|
78.0
|
|
|
$
|
—
|
|
|
$
|
194.1
|
|
|
$
|
—
|
|
|
$
|
272.1
|
|
Current maturities of long-term debt
|
62.7
|
|
|
18.0
|
|
|
35.0
|
|
|
—
|
|
|
115.7
|
|
|||||
Accounts payable
|
26.7
|
|
|
172.8
|
|
|
141.7
|
|
|
—
|
|
|
341.2
|
|
|||||
Accrued excise taxes
|
10.3
|
|
|
12.9
|
|
|
4.4
|
|
|
—
|
|
|
27.6
|
|
|||||
Intercompany payable
|
12,474.3
|
|
|
7,276.1
|
|
|
2,602.8
|
|
|
(22,353.2
|
)
|
|
—
|
|
|||||
Other accrued expenses and liabilities
|
495.7
|
|
|
246.3
|
|
|
683.3
|
|
|
(371.3
|
)
|
|
1,054.0
|
|
|||||
Total current liabilities
|
13,147.7
|
|
|
7,726.1
|
|
|
3,661.3
|
|
|
(22,724.5
|
)
|
|
1,810.6
|
|
|||||
Long-term debt, less current maturities
|
5,422.1
|
|
|
25.4
|
|
|
1,465.2
|
|
|
—
|
|
|
6,912.7
|
|
|||||
Deferred income taxes
|
6.5
|
|
|
551.0
|
|
|
147.7
|
|
|
(8.4
|
)
|
|
696.8
|
|
|||||
Intercompany notes payable
|
—
|
|
|
3,668.1
|
|
|
17.5
|
|
|
(3,685.6
|
)
|
|
—
|
|
|||||
Other liabilities
|
20.5
|
|
|
54.2
|
|
|
117.6
|
|
|
—
|
|
|
192.3
|
|
|||||
Stockholders’ equity
|
4,510.4
|
|
|
7,256.5
|
|
|
2,981.1
|
|
|
(10,237.6
|
)
|
|
4,510.4
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
23,107.2
|
|
|
$
|
19,281.3
|
|
|
$
|
8,390.4
|
|
|
$
|
(36,656.1
|
)
|
|
$
|
14,122.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Balance Sheet at February 28, 2013
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash investments
|
$
|
185.8
|
|
|
$
|
0.7
|
|
|
$
|
145.0
|
|
|
$
|
—
|
|
|
$
|
331.5
|
|
Accounts receivable, net
|
0.7
|
|
|
10.1
|
|
|
461.1
|
|
|
—
|
|
|
471.9
|
|
|||||
Inventories
|
151.5
|
|
|
1,019.4
|
|
|
317.2
|
|
|
(7.2
|
)
|
|
1,480.9
|
|
|||||
Prepaid expenses and other
|
25.8
|
|
|
54.5
|
|
|
447.8
|
|
|
(341.2
|
)
|
|
186.9
|
|
|||||
Intercompany receivable
|
6,956.2
|
|
|
9,291.4
|
|
|
1,075.1
|
|
|
(17,322.7
|
)
|
|
—
|
|
|||||
Total current assets
|
7,320.0
|
|
|
10,376.1
|
|
|
2,446.2
|
|
|
(17,671.1
|
)
|
|
2,471.2
|
|
|||||
Property, plant and equipment, net
|
43.3
|
|
|
832.7
|
|
|
353.0
|
|
|
—
|
|
|
1,229.0
|
|
|||||
Investments in subsidiaries
|
7,281.5
|
|
|
2.8
|
|
|
—
|
|
|
(7,284.3
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
2,097.9
|
|
|
624.4
|
|
|
—
|
|
|
2,722.3
|
|
|||||
Intangible assets, net
|
—
|
|
|
686.5
|
|
|
184.9
|
|
|
—
|
|
|
871.4
|
|
|||||
Intercompany notes receivable
|
1,611.2
|
|
|
—
|
|
|
32.6
|
|
|
(1,643.8
|
)
|
|
—
|
|
|||||
Other assets, net
|
49.8
|
|
|
256.7
|
|
|
58.6
|
|
|
(20.9
|
)
|
|
344.2
|
|
|||||
Total assets
|
$
|
16,305.8
|
|
|
$
|
14,252.7
|
|
|
$
|
3,699.7
|
|
|
$
|
(26,620.1
|
)
|
|
$
|
7,638.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable to banks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current maturities of long-term debt
|
9.8
|
|
|
17.7
|
|
|
0.1
|
|
|
—
|
|
|
27.6
|
|
|||||
Accounts payable
|
39.2
|
|
|
106.4
|
|
|
63.4
|
|
|
—
|
|
|
209.0
|
|
|||||
Accrued excise taxes
|
11.4
|
|
|
3.7
|
|
|
3.8
|
|
|
—
|
|
|
18.9
|
|
|||||
Intercompany payable
|
9,615.5
|
|
|
6,318.7
|
|
|
1,388.5
|
|
|
(17,322.7
|
)
|
|
—
|
|
|||||
Other accrued expenses and liabilities
|
501.8
|
|
|
187.5
|
|
|
76.1
|
|
|
(343.0
|
)
|
|
422.4
|
|
|||||
Total current liabilities
|
10,177.7
|
|
|
6,634.0
|
|
|
1,531.9
|
|
|
(17,665.7
|
)
|
|
677.9
|
|
|||||
Long-term debt, less current maturities
|
3,251.0
|
|
|
26.8
|
|
|
—
|
|
|
—
|
|
|
3,277.8
|
|
|||||
Deferred income taxes
|
—
|
|
|
543.0
|
|
|
77.5
|
|
|
(20.9
|
)
|
|
599.6
|
|
|||||
Intercompany notes payable
|
—
|
|
|
1,634.9
|
|
|
8.9
|
|
|
(1,643.8
|
)
|
|
—
|
|
|||||
Other liabilities
|
16.8
|
|
|
72.5
|
|
|
133.2
|
|
|
—
|
|
|
222.5
|
|
|||||
Stockholders’ equity
|
2,860.3
|
|
|
5,341.5
|
|
|
1,948.2
|
|
|
(7,289.7
|
)
|
|
2,860.3
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
16,305.8
|
|
|
$
|
14,252.7
|
|
|
$
|
3,699.7
|
|
|
$
|
(26,620.1
|
)
|
|
$
|
7,638.1
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended August 31, 2013
|
|||||||||||||||||||
Sales
|
$
|
1,121.8
|
|
|
$
|
1,633.4
|
|
|
$
|
420.4
|
|
|
$
|
(796.1
|
)
|
|
$
|
2,379.5
|
|
Less – excise taxes
|
(153.3
|
)
|
|
(59.1
|
)
|
|
(33.9
|
)
|
|
—
|
|
|
(246.3
|
)
|
|||||
Net sales
|
968.5
|
|
|
1,574.3
|
|
|
386.5
|
|
|
(796.1
|
)
|
|
2,133.2
|
|
|||||
Cost of product sold
|
(825.0
|
)
|
|
(1,092.7
|
)
|
|
(138.7
|
)
|
|
756.3
|
|
|
(1,300.1
|
)
|
|||||
Gross profit
|
143.5
|
|
|
481.6
|
|
|
247.8
|
|
|
(39.8
|
)
|
|
833.1
|
|
|||||
Selling, general and administrative expenses
|
(216.3
|
)
|
|
(144.5
|
)
|
|
(77.2
|
)
|
|
8.3
|
|
|
(429.7
|
)
|
|||||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
(300.9
|
)
|
|
—
|
|
|
(300.9
|
)
|
|||||
Gain on remeasurement to fair value of equity method investment
|
—
|
|
|
1,642.0
|
|
|
—
|
|
|
—
|
|
|
1,642.0
|
|
|||||
Operating (loss) income
|
(72.8
|
)
|
|
1,979.1
|
|
|
(130.3
|
)
|
|
(31.5
|
)
|
|
1,744.5
|
|
|||||
Equity in earnings of equity method investees and subsidiaries
|
1,720.9
|
|
|
74.1
|
|
|
0.2
|
|
|
(1,724.9
|
)
|
|
70.3
|
|
|||||
Interest income
|
0.1
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
3.9
|
|
|||||
Intercompany interest income
|
70.7
|
|
|
77.9
|
|
|
0.8
|
|
|
(149.4
|
)
|
|
—
|
|
|||||
Interest expense
|
(130.8
|
)
|
|
(3.0
|
)
|
|
(15.2
|
)
|
|
—
|
|
|
(149.0
|
)
|
|||||
Intercompany interest expense
|
(82.7
|
)
|
|
(66.4
|
)
|
|
(0.3
|
)
|
|
149.4
|
|
|
—
|
|
|||||
Loss on write-off of financing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) before income taxes
|
1,505.4
|
|
|
2,061.7
|
|
|
(141.0
|
)
|
|
(1,756.4
|
)
|
|
1,669.7
|
|
|||||
Benefit from (provision for) income taxes
|
69.5
|
|
|
(153.0
|
)
|
|
(20.5
|
)
|
|
9.2
|
|
|
(94.8
|
)
|
|||||
Net income (loss)
|
$
|
1,574.9
|
|
|
$
|
1,908.7
|
|
|
$
|
(161.5
|
)
|
|
$
|
(1,747.2
|
)
|
|
$
|
1,574.9
|
|
Comprehensive income (loss)
|
$
|
1,507.4
|
|
|
$
|
1,915.8
|
|
|
$
|
(236.3
|
)
|
|
$
|
(1,679.5
|
)
|
|
$
|
1,507.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended August 31, 2012
|
|||||||||||||||||||
Sales
|
$
|
966.6
|
|
|
$
|
800.4
|
|
|
$
|
400.2
|
|
|
$
|
(644.2
|
)
|
|
$
|
1,523.0
|
|
Less – excise taxes
|
(103.4
|
)
|
|
(54.6
|
)
|
|
(31.7
|
)
|
|
—
|
|
|
(189.7
|
)
|
|||||
Net sales
|
863.2
|
|
|
745.8
|
|
|
368.5
|
|
|
(644.2
|
)
|
|
1,333.3
|
|
|||||
Cost of product sold
|
(680.7
|
)
|
|
(537.5
|
)
|
|
(219.3
|
)
|
|
639.9
|
|
|
(797.6
|
)
|
|||||
Gross profit
|
182.5
|
|
|
208.3
|
|
|
149.2
|
|
|
(4.3
|
)
|
|
535.7
|
|
|||||
Selling, general and administrative expenses
|
(166.6
|
)
|
|
(52.3
|
)
|
|
(85.9
|
)
|
|
5.8
|
|
|
(299.0
|
)
|
|||||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on remeasurement to fair value of equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
15.9
|
|
|
156.0
|
|
|
63.3
|
|
|
1.5
|
|
|
236.7
|
|
|||||
Equity in earnings of equity method investees and subsidiaries
|
285.6
|
|
|
129.6
|
|
|
0.2
|
|
|
(284.3
|
)
|
|
131.1
|
|
|||||
Interest income
|
0.1
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.9
|
|
|||||
Intercompany interest income
|
39.5
|
|
|
95.4
|
|
|
0.8
|
|
|
(135.7
|
)
|
|
—
|
|
|||||
Interest expense
|
(106.1
|
)
|
|
(0.6
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(108.2
|
)
|
|||||
Intercompany interest expense
|
(95.4
|
)
|
|
(40.2
|
)
|
|
(0.1
|
)
|
|
135.7
|
|
|
—
|
|
|||||
Loss on write-off of financing costs
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|||||
Income before income taxes
|
136.8
|
|
|
340.2
|
|
|
65.5
|
|
|
(282.8
|
)
|
|
259.7
|
|
|||||
Benefit from (provision for) income taxes
|
59.8
|
|
|
(131.0
|
)
|
|
8.4
|
|
|
(0.3
|
)
|
|
(63.1
|
)
|
|||||
Net income
|
$
|
196.6
|
|
|
$
|
209.2
|
|
|
$
|
73.9
|
|
|
$
|
(283.1
|
)
|
|
$
|
196.6
|
|
Comprehensive income
|
$
|
180.6
|
|
|
$
|
207.7
|
|
|
$
|
61.3
|
|
|
$
|
(269.0
|
)
|
|
$
|
180.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended August 31, 2013
|
|||||||||||||||||||
Sales
|
$
|
569.3
|
|
|
$
|
1,243.1
|
|
|
$
|
206.5
|
|
|
$
|
(405.6
|
)
|
|
$
|
1,613.3
|
|
Less – excise taxes
|
(75.2
|
)
|
|
(61.1
|
)
|
|
(17.2
|
)
|
|
—
|
|
|
(153.5
|
)
|
|||||
Net sales
|
494.1
|
|
|
1,182.0
|
|
|
189.3
|
|
|
(405.6
|
)
|
|
1,459.8
|
|
|||||
Cost of product sold
|
(425.0
|
)
|
|
(817.6
|
)
|
|
(12.2
|
)
|
|
372.0
|
|
|
(882.8
|
)
|
|||||
Gross profit
|
69.1
|
|
|
364.4
|
|
|
177.1
|
|
|
(33.6
|
)
|
|
577.0
|
|
|||||
Selling, general and administrative expenses
|
(97.3
|
)
|
|
(115.6
|
)
|
|
(35.3
|
)
|
|
4.1
|
|
|
(244.1
|
)
|
|||||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
(300.9
|
)
|
|
—
|
|
|
(300.9
|
)
|
|||||
Gain on remeasurement to fair value of equity method investment
|
—
|
|
|
1,642.0
|
|
|
—
|
|
|
—
|
|
|
1,642.0
|
|
|||||
Operating (loss) income
|
(28.2
|
)
|
|
1,890.8
|
|
|
(159.1
|
)
|
|
(29.5
|
)
|
|
1,674.0
|
|
|||||
Equity in earnings of equity method investees and subsidiaries
|
1,587.1
|
|
|
7.7
|
|
|
0.1
|
|
|
(1,591.2
|
)
|
|
3.7
|
|
|||||
Interest income
|
0.1
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
2.0
|
|
|||||
Intercompany interest income
|
44.9
|
|
|
41.2
|
|
|
0.4
|
|
|
(86.5
|
)
|
|
—
|
|
|||||
Interest expense
|
(77.4
|
)
|
|
(0.3
|
)
|
|
(14.6
|
)
|
|
—
|
|
|
(92.3
|
)
|
|||||
Intercompany interest expense
|
(43.7
|
)
|
|
(42.6
|
)
|
|
(0.2
|
)
|
|
86.5
|
|
|
—
|
|
|||||
Loss on write-off of financing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) before income taxes
|
1,482.8
|
|
|
1,896.8
|
|
|
(171.5
|
)
|
|
(1,620.7
|
)
|
|
1,587.4
|
|
|||||
Benefit from (provision for) income taxes
|
39.2
|
|
|
(91.0
|
)
|
|
(22.2
|
)
|
|
8.6
|
|
|
(65.4
|
)
|
|||||
Net income (loss)
|
$
|
1,522.0
|
|
|
$
|
1,805.8
|
|
|
$
|
(193.7
|
)
|
|
$
|
(1,612.1
|
)
|
|
$
|
1,522.0
|
|
Comprehensive income (loss)
|
$
|
1,478.0
|
|
|
$
|
1,809.5
|
|
|
$
|
(241.7
|
)
|
|
$
|
(1,567.8
|
)
|
|
$
|
1,478.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended August 31, 2012
|
|||||||||||||||||||
Sales
|
$
|
511.3
|
|
|
$
|
399.3
|
|
|
$
|
206.8
|
|
|
$
|
(319.7
|
)
|
|
$
|
797.7
|
|
Less – excise taxes
|
(54.8
|
)
|
|
(28.1
|
)
|
|
(16.3
|
)
|
|
—
|
|
|
(99.2
|
)
|
|||||
Net sales
|
456.5
|
|
|
371.2
|
|
|
190.5
|
|
|
(319.7
|
)
|
|
698.5
|
|
|||||
Cost of product sold
|
(342.5
|
)
|
|
(276.6
|
)
|
|
(113.0
|
)
|
|
318.7
|
|
|
(413.4
|
)
|
|||||
Gross profit
|
114.0
|
|
|
94.6
|
|
|
77.5
|
|
|
(1.0
|
)
|
|
285.1
|
|
|||||
Selling, general and administrative expenses
|
(84.2
|
)
|
|
(33.2
|
)
|
|
(40.2
|
)
|
|
3.1
|
|
|
(154.5
|
)
|
|||||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on remeasurement to fair value of equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
29.8
|
|
|
61.4
|
|
|
37.3
|
|
|
2.1
|
|
|
130.6
|
|
|||||
Equity in earnings of equity method investees and subsidiaries
|
146.9
|
|
|
72.2
|
|
|
0.1
|
|
|
(148.7
|
)
|
|
70.5
|
|
|||||
Interest income
|
0.1
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.5
|
|
|||||
Intercompany interest income
|
19.8
|
|
|
49.0
|
|
|
0.4
|
|
|
(69.2
|
)
|
|
—
|
|
|||||
Interest expense
|
(55.4
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(56.1
|
)
|
|||||
Intercompany interest expense
|
(49.1
|
)
|
|
(20.1
|
)
|
|
—
|
|
|
69.2
|
|
|
—
|
|
|||||
Loss on write-off of financing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
92.1
|
|
|
162.5
|
|
|
38.5
|
|
|
(146.6
|
)
|
|
146.5
|
|
|||||
Benefit from (provision for) income taxes
|
32.5
|
|
|
(62.0
|
)
|
|
7.8
|
|
|
(0.2
|
)
|
|
(21.9
|
)
|
|||||
Net income
|
$
|
124.6
|
|
|
$
|
100.5
|
|
|
$
|
46.3
|
|
|
$
|
(146.8
|
)
|
|
$
|
124.6
|
|
Comprehensive income
|
$
|
199.2
|
|
|
$
|
106.8
|
|
|
$
|
123.3
|
|
|
$
|
(230.1
|
)
|
|
$
|
199.2
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Cash Flows for the Six Months Ended August 31, 2013
|
|||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
1,551.1
|
|
|
$
|
(1,200.3
|
)
|
|
$
|
138.2
|
|
|
$
|
—
|
|
|
$
|
489.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of business, net of cash acquired
|
—
|
|
|
(1,770.1
|
)
|
|
(2,902.8
|
)
|
|
—
|
|
|
(4,672.9
|
)
|
|||||
Purchases of property, plant and equipment
|
(5.0
|
)
|
|
(33.1
|
)
|
|
(11.1
|
)
|
|
—
|
|
|
(49.2
|
)
|
|||||
Proceeds from sales of assets
|
—
|
|
|
0.2
|
|
|
1.4
|
|
|
—
|
|
|
1.6
|
|
|||||
Proceeds from notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
|
2.3
|
|
|
(1.2
|
)
|
|
—
|
|
|
1.1
|
|
|||||
Net cash used in investing activities
|
(5.0
|
)
|
|
(1,800.7
|
)
|
|
(2,913.7
|
)
|
|
—
|
|
|
(4,719.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
For the Six Months
Ended August 31, |
|
For the Three Months
Ended August 31, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Cost of Product Sold:
|
|
|
|
|
|
|
|
||||||||
Flow through of inventory step-up
|
$
|
11.0
|
|
|
$
|
2.3
|
|
|
$
|
9.5
|
|
|
$
|
1.5
|
|
Amortization of favorable interim supply agreement
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Cost of Product Sold
|
13.1
|
|
|
2.3
|
|
|
11.6
|
|
|
1.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, General and Administrative Expenses:
|
|
|
|
|
|
|
|
||||||||
Transaction and related costs associated with pending and completed acquisitions
|
34.9
|
|
|
9.1
|
|
|
7.4
|
|
|
9.1
|
|
||||
Deferred compensation
|
7.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restructuring charges
|
(0.9
|
)
|
|
0.7
|
|
|
—
|
|
|
0.2
|
|
||||
Other costs
|
(2.0
|
)
|
|
1.4
|
|
|
—
|
|
|
(0.8
|
)
|
||||
Selling, General and Administrative Expenses
|
39.0
|
|
|
11.2
|
|
|
7.4
|
|
|
8.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Impairment of Goodwill and Intangible Assets
|
300.9
|
|
|
—
|
|
|
300.9
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gain on Remeasurement to Fair Value of Equity Method Investment
|
(1,642.0
|
)
|
|
—
|
|
|
(1,642.0
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Restructuring Charges and Unusual Items
|
$
|
(1,289.0
|
)
|
|
$
|
13.5
|
|
|
$
|
(1,322.1
|
)
|
|
$
|
10.0
|
|
|
For the Six Months
Ended August 31, |
|
For the Three Months
Ended August 31, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Beer
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,576.2
|
|
|
$
|
1,512.5
|
|
|
$
|
814.6
|
|
|
$
|
788.4
|
|
Segment operating income
|
$
|
363.9
|
|
|
$
|
266.4
|
|
|
$
|
229.9
|
|
|
$
|
143.4
|
|
Long-lived tangible assets
|
$
|
668.7
|
|
|
$
|
9.0
|
|
|
$
|
668.7
|
|
|
$
|
9.0
|
|
Total assets
|
$
|
7,294.5
|
|
|
$
|
463.7
|
|
|
$
|
7,294.5
|
|
|
$
|
463.7
|
|
Capital expenditures
|
$
|
3.6
|
|
|
$
|
0.4
|
|
|
$
|
3.3
|
|
|
$
|
0.1
|
|
Depreciation and amortization
|
$
|
13.1
|
|
|
$
|
1.5
|
|
|
$
|
12.6
|
|
|
$
|
0.8
|
|
|
|
|
|
|
|
|
|
|
For the Six Months
Ended August 31, |
|
For the Three Months
Ended August 31, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Wine and Spirits
|
|
|
|
|
|
|
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Wine
|
$
|
1,226.4
|
|
|
$
|
1,177.2
|
|
|
$
|
629.1
|
|
|
$
|
615.9
|
|
Spirits
|
144.0
|
|
|
156.1
|
|
|
$
|
67.9
|
|
|
$
|
82.6
|
|
||
Net sales
|
$
|
1,370.4
|
|
|
$
|
1,333.3
|
|
|
$
|
697.0
|
|
|
$
|
698.5
|
|
Segment operating income
|
$
|
282.4
|
|
|
$
|
294.3
|
|
|
$
|
154.8
|
|
|
$
|
161.3
|
|
Equity in earnings (losses) of equity method investees
|
$
|
0.1
|
|
|
$
|
(1.1
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.8
|
)
|
Long-lived tangible assets
|
$
|
1,081.3
|
|
|
$
|
1,101.7
|
|
|
$
|
1,081.3
|
|
|
$
|
1,101.7
|
|
Investments in equity method investees
|
$
|
73.2
|
|
|
$
|
70.3
|
|
|
$
|
73.2
|
|
|
$
|
70.3
|
|
Total assets
|
$
|
6,403.1
|
|
|
$
|
6,822.4
|
|
|
$
|
6,403.1
|
|
|
$
|
6,822.4
|
|
Capital expenditures
|
$
|
35.6
|
|
|
$
|
30.7
|
|
|
$
|
19.1
|
|
|
$
|
14.9
|
|
Depreciation and amortization
|
$
|
47.5
|
|
|
$
|
44.4
|
|
|
$
|
23.4
|
|
|
$
|
21.9
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate Operations and Other
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Segment operating loss
|
$
|
(48.2
|
)
|
|
$
|
(44.1
|
)
|
|
$
|
(24.2
|
)
|
|
$
|
(20.7
|
)
|
Long-lived tangible assets
|
$
|
120.4
|
|
|
$
|
131.8
|
|
|
$
|
120.4
|
|
|
$
|
131.8
|
|
Total assets
|
$
|
425.2
|
|
|
$
|
1,039.0
|
|
|
$
|
425.2
|
|
|
$
|
1,039.0
|
|
Capital expenditures
|
$
|
10.3
|
|
|
$
|
4.9
|
|
|
$
|
4.8
|
|
|
$
|
1.1
|
|
Depreciation and amortization
|
$
|
11.1
|
|
|
$
|
11.6
|
|
|
$
|
6.2
|
|
|
$
|
6.0
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring Charges and Unusual Items
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
1,289.0
|
|
|
$
|
(13.5
|
)
|
|
$
|
1,322.1
|
|
|
$
|
(10.0
|
)
|
Equity in losses of equity method investees
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidation and Eliminations
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
(813.4
|
)
|
|
$
|
(1,512.5
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
(788.4
|
)
|
Operating income
|
$
|
(142.6
|
)
|
|
$
|
(266.4
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
(143.4
|
)
|
Equity in earnings of Crown Imports
|
$
|
70.3
|
|
|
$
|
132.2
|
|
|
$
|
4.3
|
|
|
$
|
71.3
|
|
Long-lived tangible assets
|
$
|
—
|
|
|
$
|
(9.0
|
)
|
|
$
|
—
|
|
|
$
|
(9.0
|
)
|
Investments in equity method investees
|
$
|
—
|
|
|
$
|
179.1
|
|
|
$
|
—
|
|
|
$
|
179.1
|
|
Total assets
|
$
|
—
|
|
|
$
|
(284.6
|
)
|
|
$
|
—
|
|
|
$
|
(284.6
|
)
|
Capital expenditures
|
$
|
(0.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Depreciation and amortization
|
$
|
(0.5
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
2,133.2
|
|
|
$
|
1,333.3
|
|
|
$
|
1,459.8
|
|
|
$
|
698.5
|
|
Operating income
|
$
|
1,744.5
|
|
|
$
|
236.7
|
|
|
$
|
1,674.0
|
|
|
$
|
130.6
|
|
Equity in earnings of equity method investees
|
$
|
70.3
|
|
|
$
|
131.1
|
|
|
$
|
3.7
|
|
|
$
|
70.5
|
|
Long-lived tangible assets
|
$
|
1,870.4
|
|
|
$
|
1,233.5
|
|
|
$
|
1,870.4
|
|
|
$
|
1,233.5
|
|
Investments in equity method investees
|
$
|
73.2
|
|
|
$
|
249.4
|
|
|
$
|
73.2
|
|
|
$
|
249.4
|
|
Total assets
|
$
|
14,122.8
|
|
|
$
|
8,040.5
|
|
|
$
|
14,122.8
|
|
|
$
|
8,040.5
|
|
Capital expenditures
|
$
|
49.2
|
|
|
$
|
35.6
|
|
|
$
|
27.2
|
|
|
$
|
16.0
|
|
Depreciation and amortization
|
$
|
71.2
|
|
|
$
|
56.0
|
|
|
$
|
42.2
|
|
|
$
|
27.9
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
The proceeds from the issuance of
$1,550.0 million
aggregate principal amount of May 2013 Senior Notes (as defined below);
|
•
|
$1,500.0 million
in term loans consisting of a
$500.0 million
European Term A Facility (as defined below) and a
$1,000.0 million
European Term B Facility (as defined below) under the 2013 Credit Agreement (as defined below);
|
•
|
$675.0 million
in term loans under the U.S. Term A-2 facility (as defined below) under the 2013 Credit Agreement;
|
•
|
$208.0 million
in proceeds of borrowings under the Company’s then existing accounts receivable securitization facility (as discussed below);
|
•
|
$580.0 million
in borrowings under the revolving credit facility under the 2013 Credit Agreement; and
|
•
|
Approximately
$232.0 million
of cash on hand (inclusive of
$13.0 million
of borrowings under a subsidiary working capital facility).
|
|
Second
Quarter 2014 |
|
Second
Quarter 2013 |
|
% Increase
(Decrease)
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
814.6
|
|
|
$
|
788.4
|
|
|
3
|
%
|
Wine and Spirits:
|
|
|
|
|
|
|||||
Wine
|
629.1
|
|
|
615.9
|
|
|
2
|
%
|
||
Spirits
|
67.9
|
|
|
82.6
|
|
|
(18
|
%)
|
||
Wine and Spirits
|
697.0
|
|
|
698.5
|
|
|
—
|
%
|
||
Consolidations and eliminations
|
(51.8
|
)
|
|
(788.4
|
)
|
|
93
|
%
|
||
Consolidated Net Sales
|
$
|
1,459.8
|
|
|
$
|
698.5
|
|
|
109
|
%
|
|
Second
Quarter 2014 |
|
Second
Quarter 2013 |
|
% Increase(Decrease)
|
||||
(in millions)
|
|
|
|
|
|
||||
Beer
|
$
|
229.9
|
|
|
$
|
143.4
|
|
|
60%
|
Wine and Spirits
|
154.8
|
|
|
161.3
|
|
|
(4%)
|
||
Corporate Operations and Other
|
(24.2
|
)
|
|
(20.7
|
)
|
|
(17%)
|
||
Consolidations and eliminations
|
(8.6
|
)
|
|
(143.4
|
)
|
|
94%
|
||
Total Reportable Segments
|
351.9
|
|
|
140.6
|
|
|
150%
|
||
Restructuring Charges and Unusual Items
|
1,322.1
|
|
|
(10.0
|
)
|
|
NM
|
||
Consolidated Operating Income
|
$
|
1,674.0
|
|
|
$
|
130.6
|
|
|
NM
|
|
|
|
|
|
|
||||
NM = Not Meaningful
|
|
|
|
|
|
|
Second
Quarter 2014 |
|
Second
Quarter 2013 |
||||
(in millions)
|
|
|
|
||||
Cost of Product Sold
|
|
|
|
||||
Flow through of inventory step-up
|
$
|
9.5
|
|
|
$
|
1.5
|
|
Amortization of favorable interim supply agreement
|
2.1
|
|
|
—
|
|
||
Cost of Product Sold
|
11.6
|
|
|
1.5
|
|
||
|
|
|
|
||||
Selling, General and Administrative Expenses
|
|
|
|
||||
Transaction and related costs associated with pending and completed acquisitions
|
7.4
|
|
|
9.1
|
|
||
Restructuring charges
|
—
|
|
|
0.2
|
|
||
Other costs
|
—
|
|
|
(0.8
|
)
|
||
Selling, General and Administrative Expenses
|
7.4
|
|
|
8.5
|
|
||
|
|
|
|
||||
Impairment of Goodwill and Intangible Assets
|
300.9
|
|
|
—
|
|
||
|
|
|
|
||||
Gain on Remeasurement to Fair Value of Equity Method Investment
|
(1,642.0
|
)
|
|
—
|
|
||
|
|
|
|
||||
Restructuring Charges and Unusual Items
|
$
|
(1,322.1
|
)
|
|
$
|
10.0
|
|
|
Six Months
2014 |
|
Six Months
2013 |
|
% Increase
(Decrease)
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
1,576.2
|
|
|
$
|
1,512.5
|
|
|
4
|
%
|
Wine and Spirits:
|
|
|
|
|
|
|||||
Wine
|
1,226.4
|
|
|
1,177.2
|
|
|
4
|
%
|
||
Spirits
|
144.0
|
|
|
156.1
|
|
|
(8
|
%)
|
||
Wine and Spirits
|
1,370.4
|
|
|
1,333.3
|
|
|
3
|
%
|
||
Consolidations and eliminations
|
(813.4
|
)
|
|
(1,512.5
|
)
|
|
46
|
%
|
||
Consolidated Net Sales
|
$
|
2,133.2
|
|
|
$
|
1,333.3
|
|
|
60
|
%
|
|
Six Months
2014 |
|
Six Months
2013 |
|
Increase
(Decrease)
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Transaction and related costs associated with pending and completed acquisitions
|
$
|
34.9
|
|
|
$
|
9.1
|
|
|
$
|
25.8
|
|
Deferred compensation
|
7.0
|
|
|
—
|
|
|
7.0
|
|
|||
Restructuring charges
|
(0.9
|
)
|
|
0.7
|
|
|
(1.6
|
)
|
|||
Other costs
|
(2.0
|
)
|
|
1.4
|
|
|
(3.4
|
)
|
|||
|
$
|
39.0
|
|
|
$
|
11.2
|
|
|
$
|
27.8
|
|
|
Six Months
2014 |
|
Six Months
2013 |
|
% Increase(Decrease)
|
||||
(in millions)
|
|
|
|
|
|
||||
Beer
|
$
|
363.9
|
|
|
$
|
266.4
|
|
|
37%
|
Wine and Spirits
|
282.4
|
|
|
294.3
|
|
|
(4%)
|
||
Corporate Operations and Other
|
(48.2
|
)
|
|
(44.1
|
)
|
|
(9%)
|
||
Consolidations and eliminations
|
(142.6
|
)
|
|
(266.4
|
)
|
|
46%
|
||
Total Reportable Segments
|
455.5
|
|
|
250.2
|
|
|
82%
|
||
Restructuring Charges and Unusual Items
|
1,289.0
|
|
|
(13.5
|
)
|
|
NM
|
||
Consolidated Operating Income
|
$
|
1,744.5
|
|
|
$
|
236.7
|
|
|
NM
|
|
|
|
|
|
|
|
Six Months
2014 |
|
Six Months
2013 |
||||
(in millions)
|
|
|
|
||||
Cost of Product Sold
|
|
|
|
||||
Flow through of inventory step-up
|
$
|
11.0
|
|
|
$
|
2.3
|
|
Amortization of favorable interim supply agreement
|
2.1
|
|
|
—
|
|
||
Cost of Product Sold
|
13.1
|
|
|
2.3
|
|
||
|
|
|
|
||||
Selling, General and Administrative Expenses
|
|
|
|
||||
Transaction and related costs associated with pending and completed acquisitions
|
34.9
|
|
|
9.1
|
|
||
Deferred compensation
|
7.0
|
|
|
—
|
|
||
Restructuring charges
|
(0.9
|
)
|
|
0.7
|
|
||
Other costs
|
(2.0
|
)
|
|
1.4
|
|
||
Selling, General and Administrative Expenses
|
39.0
|
|
|
11.2
|
|
||
|
|
|
|
||||
Impairment of Goodwill and Intangible Assets
|
300.9
|
|
|
—
|
|
||
|
|
|
|
||||
Gain on Remeasurement to Fair Value of Equity Method Investment
|
(1,642.0
|
)
|
|
—
|
|
||
|
|
|
|
||||
Restructuring Charges and Unusual Items
|
$
|
(1,289.0
|
)
|
|
$
|
13.5
|
|
•
|
The proceeds from the issuance of
$1,550.0 million
aggregate principal amount of May 2013 Senior Notes;
|
•
|
$1,500.0 million
in term loans consisting of a
$500.0 million
European Term A Facility and a
$1,000.0 million
European Term B Facility under the 2013 Credit Agreement;
|
•
|
$675.0 million
in term loans under the U.S. Term A-2 facility under the 2013 Credit Agreement;
|
•
|
$208.0 million
in proceeds of borrowings under the Company’s then existing accounts receivable securitization facility;
|
•
|
$580.0 million
in borrowings under the revolving credit facility under the 2013 Credit Agreement; and
|
•
|
Approximately
$232.0 million
of cash on hand (inclusive of
$13.0 million
of borrowings under a subsidiary working capital facility).
|
|
U.S.
Term A
Facility
|
|
U.S.
Term A-1
Facility
|
|
U.S.
Term A-2
Facility
|
|
European
Term A
Facility
|
|
European
Term B
Facility
|
|
Total
|
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2014
|
$
|
12.9
|
|
|
$
|
1.2
|
|
|
$
|
16.9
|
|
|
$
|
12.5
|
|
|
$
|
5.0
|
|
|
$
|
48.5
|
|
2015
|
25.8
|
|
|
2.5
|
|
|
33.7
|
|
|
25.0
|
|
|
10.0
|
|
|
97.0
|
|
||||||
2016
|
38.7
|
|
|
2.5
|
|
|
50.6
|
|
|
37.5
|
|
|
10.0
|
|
|
139.3
|
|
||||||
2017
|
51.5
|
|
|
2.5
|
|
|
67.5
|
|
|
50.0
|
|
|
10.0
|
|
|
181.5
|
|
||||||
2018
|
51.5
|
|
|
2.5
|
|
|
67.5
|
|
|
50.0
|
|
|
10.0
|
|
|
181.5
|
|
||||||
2019
|
335.2
|
|
|
2.4
|
|
|
438.8
|
|
|
325.0
|
|
|
10.0
|
|
|
1,111.4
|
|
||||||
Thereafter
|
—
|
|
|
233.3
|
|
|
—
|
|
|
—
|
|
|
945.0
|
|
|
1,178.3
|
|
||||||
|
$
|
515.6
|
|
|
$
|
246.9
|
|
|
$
|
675.0
|
|
|
$
|
500.0
|
|
|
$
|
1,000.0
|
|
|
$
|
2,937.5
|
|
|
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
After
5 years
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Contractual obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable to banks
|
$
|
272.1
|
|
|
$
|
272.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt (excluding unamortized discount)
|
$
|
7,031.7
|
|
|
$
|
67.1
|
|
|
$
|
755.5
|
|
|
$
|
1,768.3
|
|
|
$
|
4,440.8
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 6.
|
Exhibits.
|
|
|
CONSTELLATION BRANDS, INC.
|
|
|
|
|
|
Dated:
|
October 10, 2013
|
By:
|
/s/ David M. Thomas
|
|
|
|
David M. Thomas, Senior Vice President,
Finance and Controller
|
|
|
|
|
Dated:
|
October 10, 2013
|
By:
|
/s/ Robert Ryder
|
|
|
|
Robert Ryder, Executive Vice President and
Chief Financial Officer (principal financial
officer and principal accounting officer)
|
Exhibit No.
|
|
|
2.1
|
|
Membership Interest Purchase Agreement, dated as of June 28, 2012, among Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc., Constellation Brands, Inc. and Anheuser-Busch InBev SA/NV (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated June 28, 2012, filed July 2, 2012 and incorporated herein by reference.) +
|
|
|
|
2.2
|
|
Amended and Restated Membership Interest Purchase Agreement, dated as of February 13, 2013, among Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc., Constellation Brands, Inc. and Anheuser-Busch InBev SA/NV (filed as Exhibit 2.1 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A dated February 13, 2013, filed February 25, 2013 and incorporated herein by reference.) +
|
|
|
|
2.3
|
|
First Amendment dated as of April 19, 2013, to the Amended and Restated Membership Interest Purchase Agreement, dated as of February 13, 2013, among Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc., Constellation Brands, Inc. and Anheuser-Busch InBev SA/NV (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 19, 2013, filed April 19, 2013 and incorporated herein by reference.) +
|
|
|
|
2.4
|
|
Stock Purchase Agreement dated as of February 13, 2013, between Anheuser-Busch InBev SA/NV and Constellation Brands, Inc. (filed as Exhibit 2.2 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A dated February 13, 2013, filed February 25, 2013 and incorporated herein by reference.) +
|
|
|
|
2.5
|
|
First Amendment dated as of April 19, 2013, to the Stock Purchase Agreement dated as of February 13, 2013, between Anheuser-Busch InBev SA/NV and Constellation Brands, Inc. (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated April 19, 2013, filed April 19, 2013 and incorporated herein by reference.) +
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2009 and incorporated herein by reference.)
|
|
|
|
3.2
|
|
Certificate of Amendment to the Certificate of Incorporation of the Company (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2009 and incorporated herein by reference.)
|
|
|
|
3.3
|
|
Amended and Restated By-Laws of the Company (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 6, 2007, filed December 12, 2007 and incorporated herein by reference.) #
|
|
|
|
4.1
|
|
Indenture, dated as of August 15, 2006, by and among the Company, as Issuer, certain subsidiaries, as Guarantors and BNY Midwest Trust Company, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated August 15, 2006, filed August 18, 2006 and incorporated herein by reference.) #
|
|
|
|
4.2
|
|
Supplemental Indenture No. 1, with respect to 7.25% Senior Notes due 2016, dated as of August 15, 2006, among the Company, as Issuer, certain subsidiaries, as Guarantors, and BNY Midwest Trust Company, as Trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated August 15, 2006, filed August 18, 2006 and incorporated herein by reference.) #
|
|
|
|
4.3
|
|
Supplemental Indenture No. 2, dated as of November 30, 2006, by and among the Company, Vincor International Partnership, Vincor International II, LLC, Vincor Holdings, Inc., R.H. Phillips, Inc., The Hogue Cellars, Ltd., Vincor Finance, LLC, and BNY Midwest Trust Company, as Trustee (filed as Exhibit 4.28 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006 and incorporated herein by reference.) #
|
|
|
|
4.4
|
|
Supplemental Indenture No. 3, dated as of May 4, 2007, by and among the Company, Barton SMO Holdings LLC, ALCOFI INC., and Spirits Marque One LLC, and BNY Midwest Trust Company, as Trustee (filed as Exhibit 4.32 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2007 and incorporated herein by reference.) #
|
|
|
|
4.5
|
|
Supplemental Indenture No. 4, with respect to 8 3/8% Senior Notes due 2014, dated as of December 5, 2007, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and The Bank of New York Trust Company, N.A., (as successor to BNY Midwest Trust Company), as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 5, 2007, filed December 11, 2007 and incorporated herein by reference.) #
|
|
|
|
4.6
|
|
Supplemental Indenture No. 5, dated as of January 22, 2008, by and among the Company, BWE, Inc., Atlas Peak Vineyards, Inc., Buena Vista Winery, Inc., Clos du Bois Wines, Inc., Gary Farrell Wines, Inc., Peak Wines International, Inc., and Planet 10 Spirits, LLC, and The Bank of New York Trust Company, N.A. (successor trustee to BNY Midwest Trust Company), as Trustee (filed as Exhibit 4.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2008 and incorporated herein by reference.) #
|
|
|
|
4.7
|
|
Supplemental Indenture No. 6, dated as of February 27, 2009, by and among the Company, Constellation Services LLC, and The Bank of New York Mellon Trust Company National Association (successor trustee to BNY Midwest Trust Company), as Trustee (filed as Exhibit 4.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2009 and incorporated herein by reference.)
|
|
|
|
4.8
|
|
Supplemental Indenture No. 7, dated as of June 7, 2013, among Constellation Brands Beach Holdings, Inc., Crown Imports LLC, Constellation Brands, Inc., and The Bank of New York Mellon Trust Company, National Association, as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.)
|
|
|
|
4.9
|
|
Indenture, with respect to 7.25% Senior Notes due May 2017, dated May 14, 2007, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and The Bank of New York Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated May 9, 2007, filed May 14, 2007 and incorporated herein by reference.) #
|
|
|
|
4.10
|
|
Supplemental Indenture No. 1, dated as of January 22, 2008, by and among the Company, BWE, Inc., Atlas Peak Vineyards, Inc., Buena Vista Winery, Inc., Clos du Bois Wines, Inc., Gary Farrell Wines, Inc., Peak Wines International, Inc., and Planet 10 Spirits, LLC, and The Bank of New York Trust Company, N.A. (successor trustee to BNY Midwest Trust Company), as Trustee (filed as Exhibit 4.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2008 and incorporated herein by reference.) #
|
|
|
|
4.11
|
|
Supplemental Indenture No. 2, dated as of February 27, 2009, by and among the Company, Constellation Services LLC, and The Bank of New York Mellon Trust Company National Association (successor trustee to BNY Midwest Trust Company), as Trustee (filed as Exhibit 4.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2009 and incorporated herein by reference.)
|
|
|
|
4.12
|
|
Supplemental Indenture No. 3, dated as of June 7, 2013, among Constellation Brands Beach Holdings, Inc., Crown Imports LLC, Constellation Brands, Inc., and The Bank of New York Mellon Trust Company, National Association, as trustee (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.)
|
|
|
|
4.13
|
|
Indenture, dated as of April 17, 2012, by and among the Company, as Issuer, certain subsidiaries, as Guarantors and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated April 17, 2012, filed April 23, 2012 and incorporated herein by reference.)
|
|
|
|
4.14
|
|
Supplemental Indenture No. 1, with respect to 6.0% Senior Notes due May 2022, dated as of April 17, 2012, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1.1 to the Company’s Current Report on Form 8-K, dated April 17, 2012, filed April 23, 2012 and incorporated herein by reference.)
|
|
|
|
4.15
|
|
Supplemental Indenture No. 2, with respect to 4.625% Senior Notes due March 2023, dated as of August 14, 2012, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated August 14, 2012, filed August 17, 2012 and incorporated herein by reference.)
|
|
|
|
4.16
|
|
Supplemental Indenture No. 3, with respect to 3.75% Senior Notes due May 2021, dated as of May 14, 2013, among Constellation Brands, Inc., as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated May 14, 2013, filed May 16, 2013 and incorporated herein by reference.)
|
|
|
|
4.17
|
|
Supplemental Indenture No. 4, with respect to 4.25% Senior Notes due May 2023, dated as of May 14, 2013, among Constellation Brands, Inc., as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated May 14, 2013, filed May 16, 2013 and incorporated herein by reference.)
|
|
|
|
4.18
|
|
Supplemental Indenture No. 5, dated as of June 7, 2013, among Constellation Brands Beach Holdings, Inc., Crown Imports LLC, Constellation Brands, Inc., and Manufacturers and Traders Trust Company, as trustee (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.)
|
|
|
|
4.19
|
|
Restatement Agreement, dated as of May 2, 2013, among the Company, CIH, Bank of America, N.A., as administrative agent, and the lenders party thereto, including Second Amended and Restated Credit Agreement dated as of May 2, 2013, among the Company, CIH, Bank of America, N.A., as administrative agent, and the Lenders party thereto (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated May 2, 2013, filed May 7, 2013 and incorporated herein by reference.)
|
|
|
|
4.20
|
|
Joinder Agreement, dated as of June 7, 2013, between CIH International S.à r.l., Bank of America, N.A., as administrative agent and lender (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.)
|
|
|
|
4.21
|
|
Second Amended and Restated Interim Loan Agreement dated as of February 13, 2013, among Constellation Brands, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto (filed as Exhibit 4.1
to the Company’s Amendment No. 1 to Current Report on Form 8-K/A dated February 13, 2013, filed February 25, 2013 and incorporated herein by reference.)
|
|
|
|
4.22
|
|
Amendment and Waiver, dated as of May 29, 2013, between Constellation Brands, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.)
|
|
|
|
10.1
|
|
Amended and Restated Guarantee Agreement, dated as of June 7, 2013, made by the subsidiaries of Constellation Brands, Inc. from time to time party thereto and Constellation Brands, Inc. in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of the Lenders party to the Second Amended and Restated Credit Agreement dated as of May 2, 2013 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.)
|
|
|
|
10.2
|
|
Guarantee Agreement, dated as of June 28, 2012, made by the subsidiaries of the Company from time to time party thereto in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of the Lenders under the Interim Loan Agreement dated as of June 28, 2012 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated June 28, 2012, filed July 2, 2012 and incorporated herein by reference.)
|
|
|
|
10.3
|
|
Guarantor Consent and Reaffirmation dated as of February 13, 2013, made by the subsidiaries of the Company from time to time party thereto in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of the Bridge Lenders under the Second Amended and Restated Interim Loan Agreement dated as of February 13, 2013, among Constellation Brands, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto (filed as Exhibit 10.1 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A dated February 13, 2013, filed February 25, 2013 and incorporated herein by reference.)
|
|
|
|
10.4
|
|
Interim Supply Agreement, dated as of June 7, 2013, between Grupo Modelo, S.A.B. de C. V. and Crown Imports LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.) +
|
|
|
|
10.5
|
|
Amended and Restated Sub-license Agreement, dated as of June 7, 2013, between Marcas Modelo, S. de R.L. de C.V. and Constellation Beers Ltd. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.) +
|
|
|
|
10.6
|
|
Transition Services Agreement, dated as of June 7, 2013, between Anheuser-Busch InBev SA/NV and Constellation Brands, Inc. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference.) +
|
|
|
|
10.7
|
|
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to cliff vested awards) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated July 24, 2013, filed July 26, 2013 and incorporated herein by reference.) *
|
|
|
|
10.8
|
|
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to brewery expansion awards) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated July 24, 2013, filed July 26, 2013 and incorporated herein by reference.) *
|
|
|
|
10.9
|
|
Executive Employment Agreement made as of June 17, 2013, between Constellation Brands, Inc. and Thomas M. Kane (filed herewith.) *
|
|
|
|
10.10
|
|
Executive Employment Agreement made as of June 17, 2013, among Crown Imports LLC, Constellation Brands, Inc., and William F. Hackett (filed herewith.) *
|
|
|
|
10.11
|
|
Crown Imports LLC 2007 Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2011) (filed herewith.) *
|
|
|
|
10.12
|
|
Crown Imports LLC 2011 Supplemental Executive Retirement Plan (filed herewith.) *
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith.)
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith.)
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith.)
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith.)
|
/s/ Robert Sands
|
Robert Sands
|
President and Chief Executive Officer
|
/s/ Robert Ryder
|
Robert Ryder
|
Executive Vice President and
Chief Financial Officer
|
Dated:
|
October 10, 2013
|
/s/ Robert Sands
|
|
|
Robert Sands,
President and Chief Executive Officer
|
Dated:
|
October 10, 2013
|
/s/ Robert Ryder
|
|
|
Robert Ryder,
Executive Vice President and
Chief Financial Officer
|