(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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The number of shares outstanding with respect to each of the classes of common stock of Constellation Brands, Inc., as of April 21, 2017, is set forth below:
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Class
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Number of Shares Outstanding
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Class A Common Stock, par value $.01 per share
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171,447,198
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Class B Common Stock, par value $.01 per share
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23,345,727
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Class 1 Common Stock, par value $.01 per share
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7,720
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
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people;
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•
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customer focus;
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•
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entrepreneurship;
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•
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quality; and
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•
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integrity.
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•
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high-end beer (led by imported and craft) growing faster than total beer;
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•
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growth in U.S. per capita consumption of wine and spirits and volume of premium and above wine and spirits growing faster than value-priced wine and spirits; and
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•
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consolidation of suppliers, wholesalers and retailers.
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•
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leveraging our leading position in total beverage alcohol and our scale with wholesalers and retailers to expand distribution of our product portfolio and cross promotional opportunities;
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•
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strengthening relationships with wholesalers and retailers by providing consumer and beverage alcohol insights;
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•
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investing in brand building activities;
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•
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positioning ourselves for success with consumer-led innovation capabilities;
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•
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realizing operating efficiencies through expanding and enhancing production capabilities and maximizing asset utilization; and
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•
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developing employees to enhance performance in the marketplace.
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Transaction
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Date
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Strategic Contribution
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Beer Segment
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Obregon Brewery acquisition
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December 2016
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Provided immediate functioning brewery capacity to support our fast-growing, high-end Mexican beer portfolio and flexibility for future innovation initiatives; enabled us to become fully independent from an interim supply agreement with Modelo.
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Ballast Point acquisition
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December 2015
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Provided a high-growth premium platform to compete in the growing, emerging national craft beer category; further strengthened our position in the high-end of the U.S. beer market.
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Glass production plant acquisition through joint venture with Owens-Illinois
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December 2014
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State-of-the-art glass production plant located adjacent to our Nava Brewery in Mexico; solidified our long-term glass sourcing strategy under favorable terms.
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Beer Business Acquisition
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June 2013
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Provided complete, independent control of our U.S. commercial beer business, the state-of-the-art Nava Brewery and the exclusive perpetual brand rights to import, market and sell Corona and certain other Mexican beer brands in the U.S. market; solidified our position in the U.S. beer market for the long term; made us the third-largest brewer and seller of beer for the U.S. market; combined with our strong position in wine and spirits, solidified us as the largest Multi-category Supplier of beverage alcohol in the U.S.
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Wine and Spirits Segment
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Canadian Divestiture
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December 2016
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Divestiture of the lower-margin Canadian wine business.
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Charles Smith acquisition
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October 2016
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Collection of five fast-growing, high-quality super and ultra-premium Washington State wine brands; strong consumer affinity and demand.
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High West acquisition
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October 2016
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Portfolio of distinctive, award-winning, fast-growing and high-end craft whiskeys and other select spirits.
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Prisoner acquisition
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April 2016
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Portfolio of five fast-growing, higher-margin, super-luxury wine brands; strengthened our position in the super-luxury wine category.
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Meiomi acquisition
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August 2015
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Higher-margin, luxury growth brand; further strengthened our position in the U.S. pinot noir category.
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Casa Noble acquisition
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September 2014
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Fast-growing, higher-margin, super-premium tequila business; complements our Mexican beer portfolio; further strengthened both our on and off-premise presence as tequila and Mexican beer share similar target consumers and drinking occasions.
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For the Year Ended February 28, 2017
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% of
Net Sales
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For the Year Ended February 29, 2016
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% of
Net Sales |
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For the Year Ended February 28, 2015
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% of
Net Sales |
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(in millions)
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Beer
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$
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4,229.3
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57.7
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%
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$
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3,622.6
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55.3
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%
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$
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3,188.6
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52.9
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%
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Wine and Spirits:
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|||||||||
Wine
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2,739.3
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37.4
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%
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2,591.4
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39.6
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%
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2,523.4
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41.9
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%
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|||
Spirits
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362.9
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4.9
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%
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334.4
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5.1
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%
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316.0
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5.2
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%
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|||
Total Wine and Spirits
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3,102.2
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42.3
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%
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2,925.8
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44.7
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%
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2,839.4
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47.1
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%
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|||
Consolidated Net Sales
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$
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7,331.5
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$
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6,548.4
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$
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6,028.0
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•
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Corona Extra
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•
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Corona Light
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•
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Modelo Especial
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•
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Modelo Negra
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•
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Modelo Chelada
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•
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Pacifico
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•
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Victoria
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Beer
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Anheuser-Busch InBev, Molson Coors, Heineken, Pabst Brewing Company, The Boston Beer Company
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Wine
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E&J Gallo Winery, The Wine Group, Trinchero Family Estates, Treasury Wine Estates, Ste. Michelle Wine Estates, Deutsch Family Wine & Spirits, Jackson Family Wines
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Spirits
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Diageo, Beam Suntory, Brown-Forman, Sazerac Company, Pernod Ricard
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NAME
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AGE
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OFFICE OR POSITION HELD
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Richard Sands
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66
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Chairman of the Board
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Robert Sands
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58
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President and Chief Executive Officer
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William F. Hackett
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65
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Executive Vice President and Chairman, Beer Division
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F. Paul Hetterich
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54
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Executive Vice President and President, Beer Division
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Thomas M. Kane
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56
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Executive Vice President and Chief Human Resources Officer
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David Klein
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53
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Executive Vice President and Chief Financial Officer
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Thomas J. Mullin
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65
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Executive Vice President and General Counsel
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William A. Newlands
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58
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Executive Vice President and Chief Operating Officer
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Christopher Stenzel
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49
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Executive Vice President and President, Wine & Spirits Division
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•
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changes in local political, economic, social and labor conditions;
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•
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potential disruption from socio-economic violence, including terrorism and drug-related violence;
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•
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restrictions on foreign ownership and investments or on repatriation of cash earned in countries outside the U.S.;
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•
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changes in laws, governmental regulations and policies in the U.S. and in many countries outside the U.S., including changes in tax laws and regulations;
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•
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import and export requirements;
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•
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currency exchange rate fluctuations;
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•
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a less developed and less certain legal and regulatory environment in some countries, which among other things can create uncertainty with regard to liability issues;
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•
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laws regarding the enforcement of contract and intellectual property rights;
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•
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inadequate levels of compliance with applicable anti-bribery laws, including the Foreign Corrupt Practices Act; and
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•
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other challenges caused by distance, language and cultural differences.
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•
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our inability to maintain or increase prices, particularly in our beer business;
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•
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new entrants in our market or categories;
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•
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a general decline in beverage alcohol consumption; or
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•
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the decision of wholesalers, retailers or consumers to purchase a competitor’s product instead of ours.
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•
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our ability to obtain financing for future working capital needs or acquisitions or other purposes may be limited;
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•
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our funds available for operations, expansions, dividends or other distributions, or stock repurchases may be reduced because we dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our indebtedness;
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•
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our ability to conduct our business could be limited by restrictive covenants; and
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•
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our vulnerability to adverse economic conditions may be greater than less leveraged competitors and, thus, our ability to withstand competitive pressures may be limited.
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•
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a general decline in economic or geopolitical conditions;
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•
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concern about the health consequences of consuming beverage alcohol products and about drinking and driving;
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•
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a general decline in the consumption of beverage alcohol products in on-premise establishments, such as may result from smoking bans and stricter laws relating to driving while under the influence of alcohol;
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•
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a decline in the consumption of beverage alcohol products as a result of consumers substituting legalized marijuana or other similar products in lieu of our products;
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•
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consumer dietary preferences favoring lighter, lower calorie beverages such as diet soft drinks, sports drinks and water products;
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•
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the increased activity of anti-alcohol groups;
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•
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increased federal, state, provincial and foreign excise or other taxes on beverage alcohol products and possible restrictions on beverage alcohol advertising and marketing;
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•
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increased regulation placing restrictions on the purchase or consumption of beverage alcohol products or increasing prices due to the imposition of duties or excise tax or changes to international trade agreements or tariffs;
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•
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inflation; and
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•
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wars, pandemics, weather and natural or man-made disasters.
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•
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failure to implement our business plan for the combined business;
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•
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unanticipated issues in integrating, migrating or changing manufacturing, logistics, information, communications, financial, internal control and other systems;
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•
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failure to retain key customers and suppliers;
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•
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unanticipated changes in applicable laws and regulations;
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•
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failure to retain key employees;
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•
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operating risks inherent in the acquired businesses and assets and our business;
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•
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dependency upon the operational experience of employees who are relatively new to our organization;
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•
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unanticipated issues, expenses and liabilities;
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•
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failure to realize fully anticipated cost savings, growth opportunities and other potential synergies; and
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•
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unfamiliarity with operating new locations.
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•
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we share control of the joint venture with Owens-Illinois and while Owens-Illinois has deep experience running glass plants, we are not as experienced in that particular business; and
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•
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the ability of the joint venture to expand the glass plant capacity as planned in order to support the future growth of our beer business.
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•
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a perceived failure to maintain high ethical, social and environmental standards for all of our operations and activities;
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•
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a perceived failure to address concerns relating to the quality, safety or integrity of our products;
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•
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our environmental impact, including use of agricultural materials, packaging, water and energy use, and waste management; or
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•
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effects that are perceived as insufficient to promote the responsible use of alcohol.
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Owned
|
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Leased
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Beer Segment
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Breweries
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U.S.
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5
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Mexico
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2
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Total breweries
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2
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5
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Glass production plant
(1)
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Mexico
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1
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|
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Warehouse, distribution and other production facilities
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U.S.
|
|
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29
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Mexico
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1
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Total warehouse, distribution and other production facilities
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1
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29
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Total Beer Segment
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4
|
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34
|
|
|
|
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Wine and Spirits Segment
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|
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Wineries
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|
|
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U.S.
|
|
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California
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15
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|
1
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New York
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1
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|
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Washington
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1
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New Zealand
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3
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|
1
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Italy
|
|
|
5
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Total wineries
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20
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|
7
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Distilleries
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U.S.
|
1
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|
1
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Canada
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1
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Total distilleries
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2
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1
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|
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Warehouse, distribution and other production facilities
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|
|
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U.S.
|
|
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6
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Italy
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1
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|
8
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Total warehouse, distribution and other production facilities
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1
|
|
14
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Total Wine and Spirits Segment
|
23
|
|
22
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(1)
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The glass production plant in Nava, Coahuila, Mexico is owned and operated by an equally-owned joint venture with Owens-Illinois and is located adjacent to our Nava Brewery.
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•
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the Nava Brewery in Nava, Coahuila, Mexico;
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•
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the Obregon Brewery in Obregon, Sonora, Mexico;
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•
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the glass production plant in Nava, Coahuila, Mexico;
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•
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two wineries in California: the Woodbridge Winery in Acampo and the Mission Bell winery in Madera;
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•
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the Canandaigua winery in Canandaigua, New York; and
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•
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the distillery in Lethbridge, Alberta, Canada.
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|
Fiscal 2017
|
|
Fiscal 2016
|
||||||||||||||||||||
|
High
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|
Low
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Dividends
|
|
High
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|
Low
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|
Dividends
|
||||||||||||
Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1st Quarter
|
$
|
165.81
|
|
|
$
|
137.85
|
|
|
$
|
0.40
|
|
|
$
|
121.92
|
|
|
$
|
110.45
|
|
|
$
|
0.31
|
|
2nd Quarter
|
$
|
168.68
|
|
|
$
|
149.26
|
|
|
$
|
0.40
|
|
|
$
|
130.42
|
|
|
$
|
114.49
|
|
|
$
|
0.31
|
|
3rd Quarter
|
$
|
173.55
|
|
|
$
|
146.90
|
|
|
$
|
0.40
|
|
|
$
|
144.60
|
|
|
$
|
122.35
|
|
|
$
|
0.31
|
|
4th Quarter
|
$
|
162.48
|
|
|
$
|
144.00
|
|
|
$
|
0.40
|
|
|
$
|
155.68
|
|
|
$
|
130.23
|
|
|
$
|
0.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class B Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1st Quarter
|
$
|
162.68
|
|
|
$
|
140.00
|
|
|
$
|
0.36
|
|
|
$
|
121.57
|
|
|
$
|
109.24
|
|
|
$
|
0.28
|
|
2nd Quarter
|
$
|
171.00
|
|
|
$
|
151.60
|
|
|
$
|
0.36
|
|
|
$
|
129.84
|
|
|
$
|
116.22
|
|
|
$
|
0.28
|
|
3rd Quarter
|
$
|
175.50
|
|
|
$
|
150.91
|
|
|
$
|
0.36
|
|
|
$
|
144.36
|
|
|
$
|
126.32
|
|
|
$
|
0.28
|
|
4th Quarter
|
$
|
161.91
|
|
|
$
|
147.95
|
|
|
$
|
0.36
|
|
|
$
|
156.00
|
|
|
$
|
134.76
|
|
|
$
|
0.28
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Program
|
|
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Program
(1) (2)
|
|
||||||
December 1 – 31, 2016
|
|
2,982,453
|
|
|
$
|
150.88
|
|
|
2,982,453
|
|
|
$
|
846,879,288
|
|
(3)
|
January 1 – 31, 2017
|
|
2,012,405
|
|
|
$
|
149.08
|
|
|
2,012,405
|
|
|
$
|
546,879,397
|
|
|
February 1 – 28, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
546,879,397
|
|
|
Total
|
|
4,994,858
|
|
|
$
|
150.15
|
|
|
4,994,858
|
|
|
|
|
(1)
|
In April 2012, we announced that our Board of Directors authorized the repurchase of up to an aggregate amount of $1.0 billion of our Class A Common Stock and Class B Convertible Common Stock under the 2013 Authorization. The Board of Directors did not specify a date upon which the 2013 Authorization would expire. In December 2016, we utilized the remaining $296.9 million available under the 2013 Authorization to repurchase 1,988,311 shares of Class A Common Stock at an average cost of $149.31 per share, through open market transactions, thereby completing the 2013 Authorization.
(3)
|
(2)
|
In November 2016, we announced that our Board of Directors authorized the repurchase of up to an aggregate amount of $1.0 billion of our Class A Common Stock and Class B Convertible Common Stock under the 2017 Authorization. The Board of Directors did not specify a date upon which the 2017 Authorization would expire.
|
(3)
|
Repurchases were made pursuant to a Rule 10b5-1 trading plan.
|
|
For the Years Ended
|
||||||||||||||||||
|
February 28, 2017
(1)
|
|
February 29,
2016 |
|
February 28,
2015 |
|
February 28, 2014
(2)
|
|
February 28,
2013 |
||||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales
|
$
|
8,061.6
|
|
|
$
|
7,223.8
|
|
|
$
|
6,672.1
|
|
|
$
|
5,411.0
|
|
|
$
|
3,171.4
|
|
Less – excise taxes
|
(730.1
|
)
|
|
(675.4
|
)
|
|
(644.1
|
)
|
|
(543.3
|
)
|
|
(375.3
|
)
|
|||||
Net sales
|
7,331.5
|
|
|
6,548.4
|
|
|
6,028.0
|
|
|
4,867.7
|
|
|
2,796.1
|
|
|||||
Cost of product sold
|
(3,802.1
|
)
|
|
(3,606.1
|
)
|
|
(3,449.4
|
)
|
|
(2,876.0
|
)
|
|
(1,687.8
|
)
|
|||||
Gross profit
|
3,529.4
|
|
|
2,942.3
|
|
|
2,578.6
|
|
|
1,991.7
|
|
|
1,108.3
|
|
|||||
Selling, general and administrative expenses
(3)
|
(1,392.4
|
)
|
|
(1,177.2
|
)
|
|
(1,078.4
|
)
|
|
(1,196.0
|
)
|
|
(585.4
|
)
|
|||||
Gain on sale of business
|
262.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on remeasurement to fair value of equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,642.0
|
|
|
—
|
|
|||||
Operating income
|
2,399.4
|
|
|
1,765.1
|
|
|
1,500.2
|
|
|
2,437.7
|
|
|
522.9
|
|
|||||
Earnings from unconsolidated investments
|
27.3
|
|
|
51.1
|
|
|
21.5
|
|
|
87.8
|
|
|
233.1
|
|
|||||
Interest expense
|
(333.3
|
)
|
|
(313.9
|
)
|
|
(337.7
|
)
|
|
(323.2
|
)
|
|
(227.1
|
)
|
|||||
Loss on write-off of debt issuance costs
|
—
|
|
|
(1.1
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
(12.5
|
)
|
|||||
Income before income taxes
|
2,093.4
|
|
|
1,501.2
|
|
|
1,179.6
|
|
|
2,202.3
|
|
|
516.4
|
|
|||||
Provision for income taxes
|
(554.2
|
)
|
|
(440.6
|
)
|
|
(343.4
|
)
|
|
(259.2
|
)
|
|
(128.6
|
)
|
|||||
Net income
|
1,539.2
|
|
|
1,060.6
|
|
|
836.2
|
|
|
1,943.1
|
|
|
387.8
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
(4.1
|
)
|
|
(5.7
|
)
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to CBI
|
$
|
1,535.1
|
|
|
$
|
1,054.9
|
|
|
$
|
839.3
|
|
|
$
|
1,943.1
|
|
|
$
|
387.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share attributable to CBI:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic – Class A Common Stock
|
$
|
7.79
|
|
|
$
|
5.42
|
|
|
$
|
4.40
|
|
|
$
|
10.45
|
|
|
$
|
2.15
|
|
Basic – Class B Convertible Common Stock
|
$
|
7.07
|
|
|
$
|
4.92
|
|
|
$
|
4.00
|
|
|
$
|
9.50
|
|
|
$
|
1.96
|
|
Diluted – Class A Common Stock
|
$
|
7.52
|
|
|
$
|
5.18
|
|
|
$
|
4.17
|
|
|
$
|
9.83
|
|
|
$
|
2.04
|
|
Diluted – Class B Convertible Common Stock
|
$
|
6.93
|
|
|
$
|
4.79
|
|
|
$
|
3.83
|
|
|
$
|
9.04
|
|
|
$
|
1.87
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Stock
|
$
|
1.60
|
|
|
$
|
1.24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class B Convertible Common Stock
|
$
|
1.44
|
|
|
$
|
1.12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
18,602.4
|
|
|
$
|
16,965.0
|
|
|
$
|
15,093.0
|
|
|
$
|
14,302.1
|
|
|
$
|
7,638.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current maturities
|
$
|
8,631.6
|
|
|
$
|
7,672.9
|
|
|
$
|
7,244.1
|
|
|
$
|
6,963.3
|
|
|
$
|
3,305.4
|
|
(1)
|
In December 2016, we completed the Canadian Divestiture. For a detailed discussion of this transaction, including the gain on sale of business, refer to Note
2
of the Notes to the Financial Statements.
|
(2)
|
In June 2013, we completed the Beer Business Acquisition. In connection with this acquisition, our preexisting 50% equity interest in Crown Imports was remeasured to its estimated fair value based upon the estimated fair value of the acquired 50% equity interest, and a gain was recognized.
|
(3)
|
Includes impairment of intangible assets of
$46.0 million
for the year ended February 28, 2017, and impairment of goodwill and intangible assets of
$300.9 million
for the year ended February 28, 2014. For a detailed discussion of impairment of intangible assets for the year ended February 28, 2017, refer to Note
7
of the Notes to the Financial Statements. For the year ended February 28, 2014, impairment of goodwill and intangible assets represents impairment losses recorded for certain goodwill and trademarks associated with our Wine and Spirits segment.
|
•
|
Overview.
This section provides a general description of our business, which we believe is important in understanding the results of our operations, financial condition and potential future trends.
|
•
|
Strategy.
This section provides a description of our strategy and a discussion of acquisitions and divestitures.
|
•
|
Results of operations.
This section provides an analysis of our results of operations presented on a business segment basis. In addition, a brief description of transactions and other items that affect the comparability of the results is provided.
|
•
|
Financial liquidity and capital resources.
This section provides an analysis of our cash flows and our outstanding debt and commitments. Included in the analysis of outstanding debt is a discussion of the amount of financial capacity available to fund our ongoing operations and future commitments, as well as a discussion of other financing arrangements.
|
•
|
Critical accounting estimates.
This section identifies those accounting policies that are considered important to our results of operations and financial condition, require significant judgment and involve significant management estimates. Our significant accounting policies, including those considered to be critical accounting policies, are summarized in Note
1
of the Notes to the Financial Statements.
|
•
|
leveraging our leading position in total beverage alcohol and our scale with wholesalers and retailers to expand distribution of our product portfolio and cross promotional opportunities;
|
•
|
strengthening relationships with wholesalers and retailers by providing consumer and beverage alcohol insights;
|
•
|
investing in brand building activities;
|
•
|
positioning ourselves for success with consumer-led innovation capabilities;
|
•
|
realizing operating efficiencies through expanding and enhancing production capabilities and maximizing asset utilization; and
|
•
|
developing employees to enhance performance in the marketplace.
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||
(in millions)
|
|
|
|
||||
Net sales
|
$
|
311.2
|
|
|
$
|
365.1
|
|
Gross profit
|
$
|
131.2
|
|
|
$
|
152.9
|
|
Depreciation and amortization
|
$
|
9.1
|
|
|
$
|
11.1
|
|
Operating income
|
$
|
49.8
|
|
|
$
|
62.5
|
|
Income before income taxes
|
$
|
46.6
|
|
|
$
|
61.9
|
|
|
|
|
|
||||
Cash flow from operating activities
|
$
|
47.2
|
|
|
$
|
80.0
|
|
•
|
Our
results of operations benefited from improvements in both the Beer and Wine and Spirits segments.
|
•
|
Net sales
increased
12%
primarily due to strong consumer demand across both segments and net sales from the acquired Ballast Point, Meiomi and Prisoner brands.
|
•
|
Operating income
increased
36%
primarily due to a g
ain on sale of business recognized in connection with the Canadian Divestiture, the
strong
consumer demand and the benefits from the acquired brands
.
|
•
|
Net income attributable to CBI and diluted net income per common share attributable to CBI
increased
46%
and
45%
, respectively, primarily due to the items discussed above and an income tax benefit driven largely by a change in our assertion regarding the indefinite reinvestment of certain foreign earnings in the third quarter of fiscal 2017.
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Cost of product sold
|
|
|
|
|
|
||||||
Settlements of undesignated commodity derivative contracts
|
$
|
23.4
|
|
|
$
|
29.5
|
|
|
$
|
4.4
|
|
Net gain (loss) on undesignated commodity derivative contracts
|
16.3
|
|
|
(48.1
|
)
|
|
(32.7
|
)
|
|||
Flow through of inventory step-up
|
(20.1
|
)
|
|
(18.4
|
)
|
|
—
|
|
|||
Amortization of favorable interim supply agreement
|
(2.2
|
)
|
|
(31.7
|
)
|
|
(28.4
|
)
|
|||
Other losses
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|||
Total cost of product sold
|
17.4
|
|
|
(68.7
|
)
|
|
(59.5
|
)
|
|||
|
|
|
|
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Impairment of intangible assets
|
(37.6
|
)
|
|
—
|
|
|
—
|
|
|||
Costs associated with the Canadian Divestiture and related activities
|
(20.4
|
)
|
|
—
|
|
|
—
|
|
|||
Transaction, integration and other acquisition-related costs
|
(14.2
|
)
|
|
(15.4
|
)
|
|
(30.5
|
)
|
|||
Restructuring and related charges
|
(0.9
|
)
|
|
(16.4
|
)
|
|
—
|
|
|||
Other gains (losses)
|
(2.6
|
)
|
|
—
|
|
|
7.2
|
|
|||
Total selling, general and administrative expenses
|
(75.7
|
)
|
|
(31.8
|
)
|
|
(23.3
|
)
|
|||
|
|
|
|
|
|
||||||
Gain on sale of business
|
262.4
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Earnings (losses) from unconsolidated investments
|
(1.7
|
)
|
|
24.5
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Loss on write-off of debt issuance costs
|
—
|
|
|
(1.1
|
)
|
|
(4.4
|
)
|
|||
Comparable Adjustments
|
$
|
202.4
|
|
|
$
|
(77.1
|
)
|
|
$
|
(87.2
|
)
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
% Increase
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
4,229.3
|
|
|
$
|
3,622.6
|
|
|
17
|
%
|
Wine and Spirits:
|
|
|
|
|
|
|||||
Wine
|
2,739.3
|
|
|
2,591.4
|
|
|
6
|
%
|
||
Spirits
|
362.9
|
|
|
334.4
|
|
|
9
|
%
|
||
Total Wine and Spirits
|
3,102.2
|
|
|
2,925.8
|
|
|
6
|
%
|
||
Consolidated net sales
|
$
|
7,331.5
|
|
|
$
|
6,548.4
|
|
|
12
|
%
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
% Increase
|
|||||
(in millions, branded product, 24-pack, 12-ounce case equivalents)
|
|
|
|
|
|
|||||
Net sales
|
$
|
4,229.3
|
|
|
$
|
3,622.6
|
|
|
17
|
%
|
|
|
|
|
|
|
|||||
Shipment volume
(1)
|
|
|
|
|
|
|||||
Total
|
246.4
|
|
|
218.0
|
|
|
13.0
|
%
|
||
Organic
|
242.3
|
|
|
218.0
|
|
|
11.1
|
%
|
||
|
|
|
|
|
|
|||||
Depletion volume
(1) (2)
|
|
|
|
|
10.4
|
%
|
(1)
|
Previously reported Beer shipment and depletion volumes were restated in the fourth quarter of fiscal 2017 for an immaterial error associated with the conversion of 7-ounce Coronita case equivalents to 12-ounce case equivalents.
|
(2)
|
Depletions represent distributor shipments of our respective branded products to retail customers, based on third-party data, including acquired brands from the date of acquisition and for the comparable prior year period.
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
% Increase
|
|||||
(in millions, branded product, 9-liter case equivalents)
|
|
|
|
|
|
|||||
Net sales
|
$
|
3,102.2
|
|
|
$
|
2,925.8
|
|
|
6
|
%
|
|
|
|
|
|
|
|||||
Shipment volume
|
|
|
|
|
|
|||||
Total
|
69.2
|
|
|
68.2
|
|
|
1.5
|
%
|
||
Organic
|
68.4
|
|
|
66.2
|
|
|
3.3
|
%
|
||
|
|
|
|
|
|
|||||
U.S. Domestic
|
55.0
|
|
|
51.9
|
|
|
6.0
|
%
|
||
Organic U.S. Domestic
|
54.2
|
|
|
51.9
|
|
|
4.4
|
%
|
||
|
|
|
|
|
|
|||||
U.S. Domestic Focus Brands
|
32.0
|
|
|
28.4
|
|
|
12.7
|
%
|
||
Organic U.S. Domestic Focus Brands
|
31.4
|
|
|
28.4
|
|
|
10.6
|
%
|
||
|
|
|
|
|
|
|||||
Depletion volume
(2)
|
|
|
|
|
|
|||||
U.S. Domestic
|
|
|
|
|
2.9
|
%
|
||||
U.S. Domestic Focus Brands
|
|
|
|
|
8.9
|
%
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
% Increase
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
2,151.3
|
|
|
$
|
1,776.0
|
|
|
21
|
%
|
Wine and Spirits
|
1,360.7
|
|
|
1,235.0
|
|
|
10
|
%
|
||
Comparable Adjustments
|
17.4
|
|
|
(68.7
|
)
|
|
NM
|
|
||
Consolidated gross profit
|
$
|
3,529.4
|
|
|
$
|
2,942.3
|
|
|
20
|
%
|
|
|
|
|
|
|
|||||
NM = Not meaningful
|
|
|
|
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
% Increase
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
616.9
|
|
|
$
|
511.9
|
|
|
21
|
%
|
Wine and Spirits
|
559.9
|
|
|
508.0
|
|
|
10
|
%
|
||
Corporate Operations and Other
|
139.9
|
|
|
125.5
|
|
|
11
|
%
|
||
Comparable Adjustments
|
75.7
|
|
|
31.8
|
|
|
138
|
%
|
||
Consolidated selling, general and administrative expenses
|
$
|
1,392.4
|
|
|
$
|
1,177.2
|
|
|
18
|
%
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
% Increase
(Decrease) |
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
1,534.4
|
|
|
$
|
1,264.1
|
|
|
21
|
%
|
Wine and Spirits
|
800.8
|
|
|
727.0
|
|
|
10
|
%
|
||
Corporate Operations and Other
|
(139.9
|
)
|
|
(125.5
|
)
|
|
(11
|
%)
|
||
Comparable Adjustments
|
204.1
|
|
|
(100.5
|
)
|
|
NM
|
|
||
Consolidated operating income
|
$
|
2,399.4
|
|
|
$
|
1,765.1
|
|
|
36
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
% Increase
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
3,622.6
|
|
|
$
|
3,188.6
|
|
|
14
|
%
|
Wine and Spirits:
|
|
|
|
|
|
|
||||
Wine
|
2,591.4
|
|
|
2,523.4
|
|
|
3
|
%
|
||
Spirits
|
334.4
|
|
|
316.0
|
|
|
6
|
%
|
||
Total Wine and Spirits
|
2,925.8
|
|
|
2,839.4
|
|
|
3
|
%
|
||
Consolidated net sales
|
$
|
6,548.4
|
|
|
$
|
6,028.0
|
|
|
9
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
% Increase
|
|||||
(in millions, branded product, 24-pack, 12-ounce case equivalents)
|
|
|
|
|
|
|||||
Net sales
|
$
|
3,622.6
|
|
|
$
|
3,188.6
|
|
|
14
|
%
|
|
|
|
|
|
|
|||||
Shipment volume
(1)
|
|
|
|
|
|
|||||
Total
|
218.0
|
|
|
195.8
|
|
|
11.3
|
%
|
||
Organic
|
217.1
|
|
|
195.8
|
|
|
10.9
|
%
|
||
|
|
|
|
|
|
|||||
Depletion volume
(1) (2)
|
|
|
|
|
12.3
|
%
|
(1)
|
Previously reported Beer shipment and depletion volumes were restated in the fourth quarter of fiscal 2017 for an immaterial error associated with the conversion of 7-ounce Coronita case equivalents to 12-ounce case equivalents.
|
(2)
|
Depletions represent distributor shipments of our respective branded products to retail customers, based on third-party data, including acquired brands from the date of acquisition and for the comparable prior year period.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
% Increase
|
|||||
(in millions, branded product, 9-liter case equivalents)
|
|
|
|
|
|
|||||
Net sales
|
$
|
2,925.8
|
|
|
$
|
2,839.4
|
|
|
3
|
%
|
|
|
|
|
|
|
|||||
Shipment volume
|
|
|
|
|
|
|||||
Total
|
68.2
|
|
|
66.0
|
|
|
3.3
|
%
|
||
Organic
|
67.6
|
|
|
66.0
|
|
|
2.4
|
%
|
||
|
|
|
|
|
|
|||||
U.S. Domestic
|
51.9
|
|
|
50.5
|
|
|
2.8
|
%
|
||
Organic U.S. Domestic
|
51.3
|
|
|
50.5
|
|
|
1.6
|
%
|
||
|
|
|
|
|
|
|||||
U.S. Domestic Focus Brands
|
27.8
|
|
|
25.6
|
|
|
8.6
|
%
|
||
Organic U.S. Domestic Focus Brands
|
27.2
|
|
|
25.6
|
|
|
6.3
|
%
|
||
|
|
|
|
|
|
|||||
Depletion volume
(2)
|
|
|
|
|
|
|||||
U.S. Domestic
|
|
|
|
|
1.1
|
%
|
||||
U.S. Domestic Focus Brands
|
|
|
|
|
5.0
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
% Increase (Decrease)
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
1,776.0
|
|
|
$
|
1,465.8
|
|
|
21
|
%
|
Wine and Spirits
|
1,235.0
|
|
|
1,172.3
|
|
|
5
|
%
|
||
Comparable Adjustments
|
(68.7
|
)
|
|
(59.5
|
)
|
|
(15
|
%)
|
||
Consolidated gross profit
|
$
|
2,942.3
|
|
|
$
|
2,578.6
|
|
|
14
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
% Increase
|
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
511.9
|
|
|
$
|
448.0
|
|
|
14
|
%
|
Wine and Spirits
|
508.0
|
|
|
498.0
|
|
|
2
|
%
|
||
Corporate Operations and Other
|
125.5
|
|
|
109.1
|
|
|
15
|
%
|
||
Comparable Adjustments
|
31.8
|
|
|
23.3
|
|
|
36
|
%
|
||
Consolidated selling, general and administrative expenses
|
$
|
1,177.2
|
|
|
$
|
1,078.4
|
|
|
9
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
% Increase
(Decrease) |
|||||
(in millions)
|
|
|
|
|
|
|||||
Beer
|
$
|
1,264.1
|
|
|
$
|
1,017.8
|
|
|
24
|
%
|
Wine and Spirits
|
727.0
|
|
|
674.3
|
|
|
8
|
%
|
||
Corporate Operations and Other
|
(125.5
|
)
|
|
(109.1
|
)
|
|
(15
|
%)
|
||
Comparable Adjustments
|
(100.5
|
)
|
|
(82.8
|
)
|
|
(21
|
%)
|
||
Consolidated operating income
|
$
|
1,765.1
|
|
|
$
|
1,500.2
|
|
|
18
|
%
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
1,696.0
|
|
|
$
|
1,413.7
|
|
|
$
|
1,081.0
|
|
Net cash used in investing activities
|
(1,461.8
|
)
|
|
(2,207.4
|
)
|
|
(1,015.9
|
)
|
|||
Net cash provided by (used in) financing activities
|
(134.8
|
)
|
|
776.0
|
|
|
(16.4
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5.1
|
)
|
|
(9.3
|
)
|
|
(2.5
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
94.3
|
|
|
$
|
(27.0
|
)
|
|
$
|
46.2
|
|
•
|
Fiscal 2017
share repurchases under the 2013 Authorization and 2017 Authorization of
$1,122.7 million
;
|
•
|
Fiscal 2017
principal payments of long-term debt driven largely by the repayment of the August 2006 Senior Notes of $700.0 million;
|
•
|
Lower net proceeds from notes payable of
$163.5 million
for
Fiscal 2017
compared with
Fiscal 2016
;
|
•
|
Higher cash dividend payments of
$73.5 million
for
Fiscal 2017
compared with
Fiscal 2016
; and
|
•
|
Lower excess tax benefits from stock-based payment awards of
$72.0 million
for
Fiscal 2017
compared with
Fiscal 2016
due to decreased
Fiscal 2017
employee equity award exercise activity;
|
•
|
Fiscal 2017
proceeds from issuance of long-term debt of
$1,965.6 million
, including (i) term loan borrowings under our senior credit facility of $700.0 million in March 2016 (used to refinance borrowings under our then-existing senior credit facility and accounts receivable securitization facilities, and for other general corporate purposes) and $400.0 million in October 2016 (used to finance the purchase price for the acquisitions of High West and Charles Smith, and for other general corporate purposes); (ii) proceeds from issuance of the December 2016 Senior Notes of $600.0 million (used for general corporate purposes) and (iii) term loan borrowings under the Canadian Credit Agreement of
C$275.0 million
(
$214.1 million
at issuance) (used for general corporate purposes); compared with
|
•
|
Fiscal 2016
proceeds from issuance of long-term debt of $610.0 million primarily from the issuance of the December 2015 Senior Notes of $400.0 million (used to fund a portion of the purchase price for the acquisition of Ballast Point) and from term loan borrowings under our senior credit facility of $200.0 million (used to fund a portion of the purchase price for the acquisition of Meiomi).
|
•
|
Higher net proceeds from notes payable of $347.5 million for Fiscal 2016 compared with Fiscal 2015;
|
•
|
Higher excess tax benefits from stock-based payment awards of $125.4 million for Fiscal 2016 compared with Fiscal 2015 due to increased Fiscal 2016 employee equity award exercise and vesting activity;
|
•
|
Fiscal 2015 payment of delayed purchase price arrangement of $543.3 million in connection with the June 2013 Beer Business Acquisition; and
|
•
|
Fiscal 2015 principal payments of long-term debt for the repayment of our December 2007 senior notes of $500.0 million;
|
•
|
Fiscal 2016 proceeds from issuance of long-term debt of $610.0 million primarily from the issuance of the December 2015 Senior Notes of $400.0 million (used to fund a portion of the purchase price for the acquisition of Ballast Point) and from term loan borrowings under the 2015 Credit Agreement of $200.0 million (used to fund a portion of the purchase price for the acquisition of Meiomi) compared with Fiscal 2015 proceeds from issuance of long-term debt of $905.0 million primarily from the issuance of the November 2014 Senior Notes (used primarily to redeem our December 2007 senior notes); and
|
•
|
Payment of quarterly cash dividends.
|
|
Remaining Borrowing Capacity
|
||||||
|
February 28,
2017 |
|
April 21,
2017 |
||||
(in millions)
|
|
|
|
||||
Revolving Credit Facility
|
$
|
902.3
|
|
|
$
|
1,032.5
|
|
CBI Facility
|
$
|
88.9
|
|
|
$
|
89.7
|
|
Crown Facility
|
$
|
13.0
|
|
|
$
|
70.4
|
|
|
|
|
Class A Common Shares
|
||||||
|
Repurchase Authorization
|
|
Dollar Value of Shares Repurchased
|
|
Number of Shares Repurchased
|
||||
(in millions, except share data)
|
|
|
|
|
|
||||
2017 Authorization
|
$
|
1,000.0
|
|
|
$
|
453.1
|
|
|
3,006,547
|
|
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
After
5 years
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable to banks
|
$
|
606.5
|
|
|
$
|
606.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt (excluding unamortized debt issuance costs and unamortized discount)
|
8,683.2
|
|
|
911.0
|
|
|
807.3
|
|
|
3,731.4
|
|
|
3,233.5
|
|
|||||
Interest payments on long-term debt
(1)
|
1,423.3
|
|
|
271.1
|
|
|
499.8
|
|
|
364.5
|
|
|
287.9
|
|
|||||
Operating leases
|
497.7
|
|
|
41.6
|
|
|
92.0
|
|
|
78.6
|
|
|
285.5
|
|
|||||
Other long-term liabilities
(2)
|
200.8
|
|
|
58.6
|
|
|
94.7
|
|
|
12.5
|
|
|
35.0
|
|
|||||
Purchase obligations
(3)
|
6,443.4
|
|
|
1,624.6
|
|
|
2,458.3
|
|
|
1,360.4
|
|
|
1,000.1
|
|
|||||
Total contractual obligations
|
$
|
17,854.9
|
|
|
$
|
3,513.4
|
|
|
$
|
3,952.1
|
|
|
$
|
5,547.4
|
|
|
$
|
4,842.0
|
|
(1)
|
Interest rates on long-term debt obligations range from
2.3%
to
7.3%
as of
February 28, 2017
. Interest payments on long-term debt obligations include amounts associated with our outstanding interest rate swap agreements to fix LIBOR interest rates on
$250.0 million
of our floating LIBOR rate debt. Interest payments on long-term debt do not include interest related to capital lease obligations or certain foreign credit arrangements, which represent approximately
2.6%
of our total long-term debt, as amounts are not material.
|
(2)
|
Other long-term liabilities include
$32.8 million
associated with expected payments for unrecognized tax benefit liabilities as of
February 28, 2017
,
$0.5 million
of which is expected to be paid in the less than one year period. The payments are reflected in the period in which we believe they will ultimately be settled based on our experience in these matters. Other long-term liabilities do not include payments for unrecognized tax benefit liabilities of
$6.7 million
due to the uncertainty of the timing of future cash flows associated with these unrecognized tax benefit liabilities. In addition, other long-term liabilities do not include expected payments for interest and penalties associated with unrecognized tax benefit liabilities as amounts are not material. For a detailed discussion of these items, refer to Note
12
of the Notes to the Financial Statements.
|
(3)
|
Total purchase obligations consist primarily of
$5,508.1 million
for contracts to purchase certain raw materials and supplies over the next
thirteen fiscal years
and
$610.1 million
for contracts to purchase equipment and services over the next
three fiscal years
. For a detailed discussion of our purchase obligations, refer to Note
13
of the Notes to the Financial Statements.
|
•
|
Goodwill and other intangible assets.
We account for goodwill and other intangible assets by classifying intangible assets into three categories: (i) intangible assets with definite lives subject to amortization, (ii) intangible assets with indefinite lives not subject to amortization and (iii) goodwill. For intangible assets with definite lives, impairment testing is required if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and for goodwill, impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be impaired. We perform annual impairment tests and re-evaluate the useful lives of other intangible assets with indefinite lives at the annual impairment test measurement date of January 1 or when circumstances arise that indicate a possible impairment or change in useful life might exist. The guidance for goodwill impairment testing allows an entity to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount or to proceed directly to performing the two-step impairment test. In the first step, the estimated fair value of each reporting unit is compared to the carrying value of the reporting unit, including goodwill. The estimate of fair value of the reporting unit is generally calculated based on an income approach using the discounted cash flow method supplemented by the market approach. If the estimated fair value of the reporting unit is less than the carrying value of the reporting unit, a second step is performed to determine the amount of goodwill impairment we should record. In the second step, an implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill (including any unrecognized intangible assets). The resulting implied fair value of the goodwill is compared to the carrying value of the goodwill. The amount of impairment charge for goodwill is equal to the excess of the carrying value of the goodwill over the implied fair value of the goodwill. Our reporting units include the Beer segment and U.S., New Zealand and Italy for the Wine and Spirits segment. In estimating the fair value of the reporting units, management must make assumptions and projections regarding such items as future cash flows, future revenues, future earnings and other factors. The assumptions used in the estimate of fair value are based on historical trends and the projections and assumptions that are used in current strategic operating plans. These assumptions reflect management’s estimates of future economic and competitive conditions and are, therefore, subject to change as a result of changing market conditions. If these estimates or their related assumptions change in the future, we may be required to record an impairment loss for these assets. The recording of any resulting impairment loss could have a material adverse impact on our financial statements.
|
•
|
Accounting for promotional activities.
Sales reflect reductions attributable to consideration given to customers in various customer incentive programs, including pricing discounts on single transactions, volume discounts, promotional and advertising allowances, coupons and rebates. Certain customer incentive programs require management to estimate the cost of those programs. The accrued liability for these programs is determined through analysis of programs offered, historical trends, expectations regarding customer and consumer participation, sales and payment trends, and experience with payment
|
•
|
Accounting for income taxes.
We estimate our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits based upon various factors including, but not limited to, historical pretax operating income, future estimates of pretax operating income, differences between book and tax treatment of items of income and expense, and tax planning strategies. We are subject to income taxes in Canada, Luxembourg, Mexico, New Zealand, the U.S. and other jurisdictions. We recognize our deferred tax assets and liabilities based upon the expected future tax outcome of amounts recognized in our results of operations. If necessary, we record a valuation allowance on deferred tax assets when it is more likely than not that they will not be realized. We believe that all tax positions are fully supported; however, we record tax liabilities in accordance with the FASB’s guidance for income tax accounting. We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. In addition, changes in existing tax laws or rates could significantly change our current estimate of our tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Changes in current estimates, if significant, could have a material adverse impact on our financial statements.
|
|
Aggregate
Notional Value
|
|
Fair Value,
Net Liability
|
|
Increase
in Fair Value –
Hypothetical
10% Adverse Change
|
||||||||||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2017 |
|
February 29,
2016 |
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
$
|
1,371.6
|
|
|
$
|
1,707.2
|
|
|
$
|
57.2
|
|
|
$
|
57.5
|
|
|
$
|
88.6
|
|
|
$
|
73.5
|
|
Commodity derivative contracts
|
$
|
153.2
|
|
|
$
|
198.7
|
|
|
$
|
5.8
|
|
|
$
|
45.2
|
|
|
$
|
13.1
|
|
|
$
|
13.7
|
|
|
Aggregate
Notional Value
|
|
Fair Value,
Net Asset (Liability)
|
|
Increase (Decrease)
in Fair Value – Hypothetical 1% Rate Increase |
||||||||||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2017 |
|
February 29,
2016 |
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed interest rate debt
|
$
|
4,693.6
|
|
|
$
|
4,796.1
|
|
|
$
|
(4,933.8
|
)
|
|
$
|
(5,016.6
|
)
|
|
$
|
(234.8
|
)
|
|
$
|
(218.1
|
)
|
Variable interest rate debt
|
$
|
4,596.1
|
|
|
$
|
3,336.8
|
|
|
$
|
(4,515.6
|
)
|
|
$
|
(2,643.7
|
)
|
|
$
|
(124.4
|
)
|
|
$
|
(81.5
|
)
|
Interest rate swap contracts
|
$
|
250.0
|
|
|
$
|
1,600.0
|
|
|
$
|
4.4
|
|
|
$
|
(6.6
|
)
|
|
$
|
7.7
|
|
|
$
|
(5.1
|
)
|
|
|
|
Page
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
|
|||||||
|
February 28,
2017 |
|
February 29,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
177.4
|
|
|
$
|
83.1
|
|
Accounts receivable
|
737.0
|
|
|
732.5
|
|
||
Inventories
|
1,955.1
|
|
|
1,851.6
|
|
||
Prepaid expenses and other
|
360.5
|
|
|
310.4
|
|
||
Total current assets
|
3,230.0
|
|
|
2,977.6
|
|
||
Property, plant and equipment
|
3,932.8
|
|
|
3,333.4
|
|
||
Goodwill
|
7,920.5
|
|
|
7,138.6
|
|
||
Intangible assets
|
3,377.7
|
|
|
3,403.8
|
|
||
Other assets
|
141.4
|
|
|
111.6
|
|
||
Total assets
|
$
|
18,602.4
|
|
|
$
|
16,965.0
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable to banks
|
$
|
606.5
|
|
|
$
|
408.3
|
|
Current maturities of long-term debt
|
910.9
|
|
|
856.7
|
|
||
Accounts payable
|
559.8
|
|
|
429.3
|
|
||
Accrued excise taxes
|
44.6
|
|
|
33.6
|
|
||
Other accrued expenses and liabilities
|
575.8
|
|
|
544.4
|
|
||
Total current liabilities
|
2,697.6
|
|
|
2,272.3
|
|
||
Long-term debt, less current maturities
|
7,720.7
|
|
|
6,816.2
|
|
||
Deferred income taxes
|
1,133.6
|
|
|
1,022.2
|
|
||
Other liabilities
|
165.7
|
|
|
162.5
|
|
||
Total liabilities
|
11,717.6
|
|
|
10,273.2
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
CBI stockholders’ equity:
|
|
|
|
||||
Preferred Stock, $.01 par value – Authorized, 1,000,000 shares; Issued, none
|
—
|
|
|
—
|
|
||
Class A Common Stock, $.01 par value – Authorized, 322,000,000 shares; Issued, 257,506,184 shares and 255,558,026 shares, respectively
|
2.6
|
|
|
2.6
|
|
||
Class B Convertible Common Stock, $.01 par value – Authorized, 30,000,000 shares; Issued, 28,358,527 shares and 28,358,529 shares, respectively
|
0.3
|
|
|
0.3
|
|
||
Class 1 Common Stock, $.01 par value – Authorized, 25,000,000 shares; Issued, 2,080 shares and 2,000 shares, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
2,755.8
|
|
|
2,589.0
|
|
||
Retained earnings
|
7,310.0
|
|
|
6,090.5
|
|
||
Accumulated other comprehensive loss
|
(399.8
|
)
|
|
(452.5
|
)
|
||
|
9,668.9
|
|
|
8,229.9
|
|
||
Less: Treasury stock –
|
|
|
|
||||
Class A Common Stock, at cost, 86,262,971 shares and 79,454,011 shares, respectively
|
(2,775.5
|
)
|
|
(1,668.1
|
)
|
||
Class B Convertible Common Stock, at cost, 5,005,800 shares
|
(2.2
|
)
|
|
(2.2
|
)
|
||
|
(2,777.7
|
)
|
|
(1,670.3
|
)
|
||
Total CBI stockholders’ equity
|
6,891.2
|
|
|
6,559.6
|
|
||
Noncontrolling interests
|
(6.4
|
)
|
|
132.2
|
|
||
Total stockholders’ equity
|
6,884.8
|
|
|
6,691.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
18,602.4
|
|
|
$
|
16,965.0
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions, except per share data)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
Sales
|
$
|
8,061.6
|
|
|
$
|
7,223.8
|
|
|
$
|
6,672.1
|
|
Less – excise taxes
|
(730.1
|
)
|
|
(675.4
|
)
|
|
(644.1
|
)
|
|||
Net sales
|
7,331.5
|
|
|
6,548.4
|
|
|
6,028.0
|
|
|||
Cost of product sold
|
(3,802.1
|
)
|
|
(3,606.1
|
)
|
|
(3,449.4
|
)
|
|||
Gross profit
|
3,529.4
|
|
|
2,942.3
|
|
|
2,578.6
|
|
|||
Selling, general and administrative expenses
|
(1,392.4
|
)
|
|
(1,177.2
|
)
|
|
(1,078.4
|
)
|
|||
Gain on sale of business
|
262.4
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
2,399.4
|
|
|
1,765.1
|
|
|
1,500.2
|
|
|||
Earnings from unconsolidated investments
|
27.3
|
|
|
51.1
|
|
|
21.5
|
|
|||
Interest expense
|
(333.3
|
)
|
|
(313.9
|
)
|
|
(337.7
|
)
|
|||
Loss on write-off of debt issuance costs
|
—
|
|
|
(1.1
|
)
|
|
(4.4
|
)
|
|||
Income before income taxes
|
2,093.4
|
|
|
1,501.2
|
|
|
1,179.6
|
|
|||
Provision for income taxes
|
(554.2
|
)
|
|
(440.6
|
)
|
|
(343.4
|
)
|
|||
Net income
|
1,539.2
|
|
|
1,060.6
|
|
|
836.2
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(4.1
|
)
|
|
(5.7
|
)
|
|
3.1
|
|
|||
Net income attributable to CBI
|
$
|
1,535.1
|
|
|
$
|
1,054.9
|
|
|
$
|
839.3
|
|
|
|
|
|
|
|
||||||
Net income per common share attributable to CBI:
|
|
|
|
|
|
||||||
Basic – Class A Common Stock
|
$
|
7.79
|
|
|
$
|
5.42
|
|
|
$
|
4.40
|
|
Basic – Class B Convertible Common Stock
|
$
|
7.07
|
|
|
$
|
4.92
|
|
|
$
|
4.00
|
|
|
|
|
|
|
|
||||||
Diluted – Class A Common Stock
|
$
|
7.52
|
|
|
$
|
5.18
|
|
|
$
|
4.17
|
|
Diluted – Class B Convertible Common Stock
|
$
|
6.93
|
|
|
$
|
4.79
|
|
|
$
|
3.83
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic – Class A Common Stock
|
175.934
|
|
|
173.383
|
|
|
169.325
|
|
|||
Basic – Class B Convertible Common Stock
|
23.353
|
|
|
23.363
|
|
|
23.397
|
|
|||
|
|
|
|
|
|
||||||
Diluted – Class A Common Stock
|
204.099
|
|
|
203.821
|
|
|
201.224
|
|
|||
Diluted – Class B Convertible Common Stock
|
23.353
|
|
|
23.363
|
|
|
23.397
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share:
|
|
|
|
|
|
||||||
Class A Common Stock
|
$
|
1.60
|
|
|
$
|
1.24
|
|
|
$
|
—
|
|
Class B Convertible Common Stock
|
$
|
1.44
|
|
|
$
|
1.12
|
|
|
$
|
—
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,539.2
|
|
|
$
|
1,060.6
|
|
|
$
|
836.2
|
|
Other comprehensive income (loss), net of income tax effect:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
22.1
|
|
|
(323.3
|
)
|
|
(191.0
|
)
|
|||
Unrealized gain (loss) on cash flow hedges
|
7.8
|
|
|
(17.2
|
)
|
|
(20.2
|
)
|
|||
Unrealized gain (loss) on available-for-sale debt securities
|
0.5
|
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|||
Pension/postretirement adjustments
|
11.6
|
|
|
0.1
|
|
|
(6.0
|
)
|
|||
Other comprehensive income (loss), net of income tax effect
|
42.0
|
|
|
(340.7
|
)
|
|
(218.2
|
)
|
|||
Comprehensive income
|
1,581.2
|
|
|
719.9
|
|
|
618.0
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
6.6
|
|
|
13.4
|
|
|
4.4
|
|
|||
Comprehensive income attributable to CBI
|
$
|
1,587.8
|
|
|
$
|
733.3
|
|
|
$
|
622.4
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions)
|
|||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Non-controlling
Interests
|
|
Total
|
||||||||||||||||||
|
Class A
|
|
Class B
|
|
|||||||||||||||||||||||||||
Balance at February 28, 2014
|
$
|
2.5
|
|
|
$
|
0.3
|
|
|
$
|
2,116.6
|
|
|
$
|
4,438.2
|
|
|
$
|
86.0
|
|
|
$
|
(1,662.3
|
)
|
|
$
|
—
|
|
|
$
|
4,981.3
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
839.3
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
836.2
|
|
||||||||
Other comprehensive loss, net of income tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216.9
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(218.2
|
)
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
618.0
|
|
|||||||||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115.0
|
|
|
115.0
|
|
||||||||
Shares issued under equity compensation plans
|
—
|
|
|
—
|
|
|
21.5
|
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|
—
|
|
|
35.3
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
54.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54.3
|
|
||||||||
Tax benefit on stock-based compensation
|
—
|
|
|
—
|
|
|
77.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77.4
|
|
||||||||
Balance at February 28, 2015
|
2.5
|
|
|
0.3
|
|
|
2,269.8
|
|
|
5,277.5
|
|
|
(130.9
|
)
|
|
(1,648.5
|
)
|
|
110.6
|
|
|
5,881.3
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,054.9
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
1,060.6
|
|
||||||||
Other comprehensive loss, net of income tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(321.6
|
)
|
|
—
|
|
|
(19.1
|
)
|
|
(340.7
|
)
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
719.9
|
|
|||||||||||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.8
|
)
|
|
—
|
|
|
(33.8
|
)
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(241.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241.9
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.0
|
|
|
35.0
|
|
||||||||
Shares issued under equity compensation plans
|
0.1
|
|
|
—
|
|
|
62.3
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|
74.4
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
53.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.5
|
|
||||||||
Tax benefit on stock-based compensation
|
—
|
|
|
—
|
|
|
203.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203.4
|
|
||||||||
Balance at February 29, 2016
|
2.6
|
|
|
0.3
|
|
|
2,589.0
|
|
|
6,090.5
|
|
|
(452.5
|
)
|
|
(1,670.3
|
)
|
|
132.2
|
|
|
6,691.8
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,535.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
1,539.2
|
|
||||||||
Other comprehensive income (loss), net of income tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52.7
|
|
|
—
|
|
|
(10.7
|
)
|
|
42.0
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,581.2
|
|
|||||||||||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,122.7
|
)
|
|
—
|
|
|
(1,122.7
|
)
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(315.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(315.6
|
)
|
||||||||
Conversion of noncontrolling equity interest to long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132.0
|
)
|
|
(132.0
|
)
|
||||||||
Shares issued under equity compensation plans
|
—
|
|
|
—
|
|
|
(20.1
|
)
|
|
—
|
|
|
—
|
|
|
15.3
|
|
|
—
|
|
|
(4.8
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
55.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.5
|
|
||||||||
Tax benefit on stock-based compensation
|
—
|
|
|
—
|
|
|
131.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.4
|
|
||||||||
Balance at February 28, 2017
|
$
|
2.6
|
|
|
$
|
0.3
|
|
|
$
|
2,755.8
|
|
|
$
|
7,310.0
|
|
|
$
|
(399.8
|
)
|
|
$
|
(2,777.7
|
)
|
|
$
|
(6.4
|
)
|
|
$
|
6,884.8
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,539.2
|
|
|
$
|
1,060.6
|
|
|
$
|
836.2
|
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
237.5
|
|
|
180.3
|
|
|
162.0
|
|
|||
Deferred tax provision
|
128.7
|
|
|
251.0
|
|
|
79.3
|
|
|||
Amortization and impairment of intangible assets
|
56.4
|
|
|
40.7
|
|
|
40.0
|
|
|||
Stock-based compensation
|
56.1
|
|
|
54.0
|
|
|
55.0
|
|
|||
Amortization of debt issuance costs
|
12.7
|
|
|
12.0
|
|
|
12.2
|
|
|||
Gain on sale of business
|
(262.4
|
)
|
|
—
|
|
|
—
|
|
|||
Change in operating assets and liabilities, net of effects from purchases of businesses:
|
|
|
|
|
|
||||||
Accounts receivable
|
(49.4
|
)
|
|
(129.8
|
)
|
|
16.1
|
|
|||
Inventories
|
(151.0
|
)
|
|
10.1
|
|
|
(132.5
|
)
|
|||
Prepaid expenses and other current assets
|
(71.6
|
)
|
|
45.9
|
|
|
(71.2
|
)
|
|||
Accounts payable
|
115.9
|
|
|
24.7
|
|
|
(0.8
|
)
|
|||
Accrued excise taxes
|
16.2
|
|
|
5.1
|
|
|
1.6
|
|
|||
Other accrued expenses and liabilities
|
106.0
|
|
|
(116.8
|
)
|
|
44.7
|
|
|||
Other
|
(38.3
|
)
|
|
(24.1
|
)
|
|
38.4
|
|
|||
Total adjustments
|
156.8
|
|
|
353.1
|
|
|
244.8
|
|
|||
Net cash provided by operating activities
|
1,696.0
|
|
|
1,413.7
|
|
|
1,081.0
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of businesses, net of cash acquired
|
(1,111.0
|
)
|
|
(1,316.4
|
)
|
|
(310.3
|
)
|
|||
Purchases of property, plant and equipment
|
(907.4
|
)
|
|
(891.3
|
)
|
|
(719.4
|
)
|
|||
Proceeds from sale of business
|
575.3
|
|
|
—
|
|
|
—
|
|
|||
Other investing activities
|
(18.7
|
)
|
|
0.3
|
|
|
13.8
|
|
|||
Net cash used in investing activities
|
(1,461.8
|
)
|
|
(2,207.4
|
)
|
|
(1,015.9
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Purchases of treasury stock
|
(1,122.7
|
)
|
|
(33.8
|
)
|
|
—
|
|
|||
Principal payments of long-term debt
|
(971.8
|
)
|
|
(208.7
|
)
|
|
(605.7
|
)
|
|||
Dividends paid
|
(315.1
|
)
|
|
(241.6
|
)
|
|
—
|
|
|||
Payments of minimum tax withholdings on stock-based payment awards
|
(64.9
|
)
|
|
(38.6
|
)
|
|
(28.4
|
)
|
|||
Payments of debt issuance and other financing costs
|
(14.1
|
)
|
|
(13.3
|
)
|
|
(13.8
|
)
|
|||
Proceeds from issuance of long-term debt
|
1,965.6
|
|
|
610.0
|
|
|
905.0
|
|
|||
Net proceeds from notes payable
|
197.1
|
|
|
360.6
|
|
|
13.1
|
|
|||
Excess tax benefits from stock-based payment awards
|
131.4
|
|
|
203.4
|
|
|
78.0
|
|
|||
Proceeds from shares issued under equity compensation plans
|
59.7
|
|
|
113.0
|
|
|
63.7
|
|
|||
Proceeds from noncontrolling interests
|
—
|
|
|
25.0
|
|
|
115.0
|
|
|||
Payment of delayed purchase price arrangement
|
—
|
|
|
—
|
|
|
(543.3
|
)
|
|||
Net cash provided by (used in) financing activities
|
(134.8
|
)
|
|
776.0
|
|
|
(16.4
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(5.1
|
)
|
|
(9.3
|
)
|
|
(2.5
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
94.3
|
|
|
(27.0
|
)
|
|
46.2
|
|
|||
Cash and cash equivalents, beginning of year
|
83.1
|
|
|
110.1
|
|
|
63.9
|
|
|||
Cash and cash equivalents, end of year
|
$
|
177.4
|
|
|
$
|
83.1
|
|
|
$
|
110.1
|
|
|
|
|
|
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year:
|
|
|
|
|
|
||||||
Interest
|
$
|
300.4
|
|
|
$
|
310.4
|
|
|
$
|
325.4
|
|
Income taxes, net of refunds received
|
$
|
219.6
|
|
|
$
|
80.2
|
|
|
$
|
169.5
|
|
1.
|
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Years
|
Land improvements
|
15 to 32
|
Vineyards
|
16 to 26
|
Buildings and improvements
|
10 to 50
|
Machinery and equipment
|
3 to 35
|
Motor vehicles
|
3 to 7
|
(in millions)
|
|
||
Goodwill
|
$
|
763.2
|
|
Trademarks
|
222.8
|
|
|
Other
|
14.0
|
|
|
Total estimated fair value
|
1,000.0
|
|
|
Less – cash acquired
|
(1.5
|
)
|
|
Purchase price
|
$
|
998.5
|
|
(in millions)
|
|
||
Cash received from buyer
|
$
|
585.2
|
|
Net assets sold
|
(175.4
|
)
|
|
AOCI reclassification adjustments, primarily foreign currency translation
|
(122.5
|
)
|
|
Direct costs to sell
|
(9.9
|
)
|
|
Estimated working capital adjustments to be paid
|
(4.9
|
)
|
|
Other
|
(10.1
|
)
|
|
Gain on sale of business
|
$
|
262.4
|
|
|
February 28,
2017 |
|
February 29,
2016 |
||||
(in millions
)
|
|
|
|
||||
Raw materials and supplies
|
$
|
149.7
|
|
|
$
|
107.2
|
|
In-process inventories
|
1,260.1
|
|
|
1,218.7
|
|
||
Finished case goods
|
545.3
|
|
|
525.7
|
|
||
|
$
|
1,955.1
|
|
|
$
|
1,851.6
|
|
|
February 28,
2017 |
|
February 29,
2016 |
||||
(in millions
)
|
|
|
|
||||
Prepaid excise, sales and value added taxes
|
$
|
136.1
|
|
|
$
|
82.6
|
|
Income taxes receivable
|
100.4
|
|
|
124.5
|
|
||
Other
|
124.0
|
|
|
103.3
|
|
||
|
$
|
360.5
|
|
|
$
|
310.4
|
|
|
February 28,
2017 |
|
February 29,
2016 |
||||
(in millions)
|
|
|
|
||||
Land and land improvements
|
$
|
400.4
|
|
|
$
|
338.7
|
|
Vineyards
|
232.6
|
|
|
244.4
|
|
||
Buildings and improvements
|
736.1
|
|
|
809.1
|
|
||
Machinery and equipment
|
3,079.6
|
|
|
2,253.8
|
|
||
Motor vehicles
|
124.2
|
|
|
74.3
|
|
||
Construction in progress
|
636.9
|
|
|
792.4
|
|
||
|
5,209.8
|
|
|
4,512.7
|
|
||
Less – Accumulated depreciation
|
(1,277.0
|
)
|
|
(1,179.3
|
)
|
||
|
$
|
3,932.8
|
|
|
$
|
3,333.4
|
|
|
February 28,
2017 |
|
February 29,
2016 |
||||
(in millions
)
|
|
|
|
||||
Derivative instruments designated as hedging instruments
|
|
|
|
||||
Foreign currency contracts
|
$
|
981.7
|
|
|
$
|
731.6
|
|
Interest rate swap contracts
|
$
|
250.0
|
|
|
$
|
600.0
|
|
|
|
|
|
||||
Derivative instruments not designated as hedging instruments
|
|
|
|
||||
Foreign currency contracts
|
$
|
389.9
|
|
|
$
|
975.6
|
|
Commodity derivative contracts
|
$
|
153.2
|
|
|
$
|
198.7
|
|
Interest rate swap contracts (see Note 11)
|
$
|
—
|
|
|
$
|
1,000.0
|
|
Derivative Instruments in
Designated Cash Flow
Hedging Relationships
|
|
Net
Gain (Loss)
Recognized
in OCI
(Effective
portion)
|
|
Location of Net Gain (Loss)
Reclassified from AOCI to
Income (Effective portion)
|
|
Net
Gain (Loss)
Reclassified
from AOCI to
Income
(Effective
portion)
|
||||
(in millions)
|
|
|
|
|
|
|
||||
For the Year Ended February 28, 2017
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
(25.8
|
)
|
|
Sales
|
|
$
|
1.1
|
|
|
|
|
|
Cost of product sold
|
|
(28.3
|
)
|
|||
Interest rate swap contracts
|
|
2.8
|
|
|
Interest expense
|
|
(4.0
|
)
|
||
|
|
$
|
(23.0
|
)
|
|
|
|
$
|
(31.2
|
)
|
|
|
|
|
|
|
|
||||
For the Year Ended February 29, 2016
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
(41.7
|
)
|
|
Sales
|
|
$
|
2.1
|
|
|
|
|
|
Cost of product sold
|
|
(20.0
|
)
|
|||
Interest rate swap contracts
|
|
(1.6
|
)
|
|
Interest expense
|
|
(8.1
|
)
|
||
|
|
$
|
(43.3
|
)
|
|
|
|
$
|
(26.0
|
)
|
|
|
|
|
|
|
|
||||
For the Year Ended February 28, 2015
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
(22.9
|
)
|
|
Sales
|
|
$
|
1.8
|
|
|
|
|
|
Cost of product sold
|
|
2.6
|
|
|||
Interest rate swap contracts
|
|
(1.1
|
)
|
|
Interest expense
|
|
(8.3
|
)
|
||
|
|
$
|
(24.0
|
)
|
|
|
|
$
|
(3.9
|
)
|
Derivative Instruments not
Designated as Hedging Instruments
|
|
|
|
Location of Net Gain (Loss)
Recognized in Income
|
|
Net
Gain (Loss)
Recognized
in Income
|
||
(in millions)
|
|
|
|
|
|
|
||
For the Year Ended February 28, 2017
|
|
|
|
|
|
|
||
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
16.3
|
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
(26.1
|
)
|
|
|
|
|
|
|
|
$
|
(9.8
|
)
|
|
|
|
|
|
|
|
||
For the Year Ended February 29, 2016
|
|
|
|
|
|
|
||
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
(48.1
|
)
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
(21.1
|
)
|
|
Interest rate swap contracts
|
|
|
|
Interest expense
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
$
|
(69.3
|
)
|
|
|
|
|
|
|
|
||
For the Year Ended February 28, 2015
|
|
|
|
|
|
|
||
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
(32.7
|
)
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
(2.5
|
)
|
|
Interest rate swap contracts
|
|
|
|
Interest expense
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
$
|
(35.3
|
)
|
•
|
Level 1 inputs are quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 inputs include data points that are observable such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) such as interest rates and yield curves that are observable for the asset and liability, either directly or indirectly; and
|
•
|
Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
|
|
Fair Value Measurements Using
|
|
|
||||||||||||
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
February 28, 2017
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
13.2
|
|
|
$
|
—
|
|
|
$
|
13.2
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
5.8
|
|
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
AFS debt securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
|
$
|
9.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
70.4
|
|
|
$
|
—
|
|
|
$
|
70.4
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
11.6
|
|
|
$
|
—
|
|
|
$
|
11.6
|
|
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
February 29, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
11.5
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
AFS debt securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
|
$
|
4.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
69.0
|
|
|
$
|
—
|
|
|
$
|
69.0
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
46.1
|
|
|
$
|
—
|
|
|
$
|
46.1
|
|
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
7.6
|
|
|
$
|
—
|
|
|
$
|
7.6
|
|
|
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 Year Ended February 28, 2017
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46.0
|
|
|
Beer
|
|
Wine and Spirits
|
|
Consolidated
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Balance, February 28, 2015
|
$
|
3,776.2
|
|
|
$
|
2,432.0
|
|
|
$
|
6,208.2
|
|
Purchase accounting allocations
(1)
|
761.8
|
|
|
203.3
|
|
|
965.1
|
|
|||
Foreign currency translation adjustments
|
(7.9
|
)
|
|
(26.8
|
)
|
|
(34.7
|
)
|
|||
Balance, February 29, 2016
|
4,530.1
|
|
|
2,608.5
|
|
|
7,138.6
|
|
|||
Purchase accounting allocations
(2)
|
510.8
|
|
|
373.7
|
|
|
884.5
|
|
|||
Canadian Divestiture
(3)
|
—
|
|
|
(126.1
|
)
|
|
(126.1
|
)
|
|||
Foreign currency translation adjustments
|
12.1
|
|
|
11.4
|
|
|
23.5
|
|
|||
Balance, February 28, 2017
|
$
|
5,053.0
|
|
|
$
|
2,867.5
|
|
|
$
|
7,920.5
|
|
(1)
|
Purchase accounting allocations associated with the acquisitions of Ballast Point (Beer) and Meiomi (Wine and Spirits) (see Note
2
).
|
(2)
|
Preliminary purchase accounting allocations primarily associated with the acquisitions of the Obregon Brewery (Beer), and Prisoner, High West and Charles Smith (Wine and Spirits) (see Note
2
).
|
(3)
|
Includes accumulated impairment losses associated with goodwill assigned to our Wine and Spirits’ Canadian reporting unit of
C$289.1 million
, or
$216.8 million
(see Note
2
).
|
|
February 28, 2017
|
|
February 29, 2016
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Net
Carrying
Amount
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Amortizable intangible assets
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
89.1
|
|
|
$
|
48.6
|
|
|
$
|
102.5
|
|
|
$
|
60.2
|
|
Favorable interim supply agreement
|
—
|
|
|
—
|
|
|
68.3
|
|
|
2.2
|
|
||||
Other
|
19.9
|
|
|
1.7
|
|
|
22.3
|
|
|
3.5
|
|
||||
Total
|
$
|
109.0
|
|
|
50.3
|
|
|
$
|
193.1
|
|
|
65.9
|
|
||
|
|
|
|
|
|
|
|
||||||||
Nonamortizable intangible assets
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
|
|
3,327.4
|
|
|
|
|
3,333.8
|
|
||||||
Other
|
|
|
—
|
|
|
|
|
4.1
|
|
||||||
Total
|
|
|
3,327.4
|
|
|
|
|
3,337.9
|
|
||||||
Total intangible assets
|
|
|
$
|
3,377.7
|
|
|
|
|
$
|
3,403.8
|
|
|
February 28,
2017 |
|
February 29,
2016 |
||||
(in millions)
|
|
|
|
||||
Salaries, commissions, and payroll benefits and withholdings
|
$
|
148.5
|
|
|
$
|
142.3
|
|
Promotions and advertising
|
116.9
|
|
|
109.4
|
|
||
Accrued interest
|
87.5
|
|
|
64.1
|
|
||
Income taxes payable
|
60.2
|
|
|
25.0
|
|
||
Derivative liabilities
|
40.2
|
|
|
79.3
|
|
||
Other
|
122.5
|
|
|
124.3
|
|
||
|
$
|
575.8
|
|
|
$
|
544.4
|
|
|
February 28, 2017
|
|
February 29,
2016 |
||||||||||||
|
Current
|
|
Long-term
|
|
Total
|
|
Total
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Notes payable to banks
|
|
|
|
|
|
|
|
||||||||
Senior Credit Facility – Revolving Credit Loans
|
$
|
231.0
|
|
|
$
|
—
|
|
|
$
|
231.0
|
|
|
$
|
92.0
|
|
Other
|
375.5
|
|
|
—
|
|
|
375.5
|
|
|
316.3
|
|
||||
|
$
|
606.5
|
|
|
$
|
—
|
|
|
$
|
606.5
|
|
|
$
|
408.3
|
|
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Senior Credit Facility – Term Loans
|
$
|
192.5
|
|
|
$
|
3,595.0
|
|
|
$
|
3,787.5
|
|
|
$
|
2,856.8
|
|
Senior Notes
|
699.9
|
|
|
3,917.1
|
|
|
4,617.0
|
|
|
4,716.3
|
|
||||
Other
|
18.5
|
|
|
208.6
|
|
|
227.1
|
|
|
99.8
|
|
||||
|
$
|
910.9
|
|
|
$
|
7,720.7
|
|
|
$
|
8,631.6
|
|
|
$
|
7,672.9
|
|
•
|
The creation of a new
$1.27 billion
U.S. Term A loan facility into which the existing U.S. Term A and Term A-2 loan facilities were combined and increased by
$200.0 million
;
|
•
|
The refinance of the existing U.S. Term A-1 loan facility and extension of its maturity to July 16, 2021;
|
•
|
The creation of a new
$1.43 billion
European Term A loan facility into which the existing European Term A and Term B-1 loan facilities were combined;
|
•
|
The extension of the maturity date of all tranches, other than the new U.S. Term A-1 loan facility, to July 16, 2020; and
|
•
|
The increase of the revolving credit facility by
$300.0 million
to
$1.15 billion
.
|
•
|
The creation of a new
$700.0 million
European Term A-1 loan facility maturing on March 10, 2021;
|
•
|
An increase of the European revolving commitment under the revolving credit facility by
$425.0 million
to
$1.0 billion
;
|
•
|
The addition of CIHH as a new borrower under the new European Term A-1 loan facility and the European revolving commitment; and
|
•
|
The entry into a cross-guarantee agreement by CIH and CIHH whereby each guarantees the other’s obligations under the March 2016 Credit Agreement.
|
•
|
The creation of a new
$400.0 million
European Term A-2 loan facility with CIH as the borrower, maturing on March 10, 2021;
|
•
|
An adjustment of the Incremental Facilities (as defined below) from a fixed amount to a flexible amount;
|
•
|
The addition of CB International as a new borrower under the European revolving commitment; and
|
•
|
The entry into an amended and restated cross-guarantee agreement by the European Borrowers whereby each guarantees the others’ obligations under the 2016 Credit Agreement.
|
|
Amount
|
|
Maturity
|
||
(in millions)
|
|
|
|
||
Revolving Credit Facility
(1) (2)
|
$
|
1,150.0
|
|
|
July 16, 2020
|
U.S. Term A Facility
(1) (3)
|
1,192.1
|
|
|
July 16, 2020
|
|
U.S. Term A-1 Facility
(1) (3)
|
238.9
|
|
|
July 16, 2021
|
|
European Term A Facility
(1) (3)
|
1,340.7
|
|
|
July 16, 2020
|
|
European Term A-1 Facility
(1) (3)
|
682.5
|
|
|
March 10, 2021
|
|
European Term A-2 Facility
(1) (3)
|
400.0
|
|
|
March 10, 2021
|
|
|
$
|
5,004.2
|
|
|
|
(1)
|
Contractual interest rate varies based on our debt ratio (as defined in the 2016 Credit Agreement) and is a function of LIBOR plus a margin, or the base rate plus a margin.
|
(2)
|
Provides for credit facilities consisting of a
$150.0 million
U.S. Revolving Credit Facility and a
$1,000.0 million
European Revolving Credit Facility. Includes two sub-facilities for letters of credit of up to
$200.0 million
in the aggregate. We are the borrower under the U.S. Revolving Credit Facility and we and/or CIH and/or CIHH and/or CB International are the borrowers under the European Revolving Credit Facility.
|
(3)
|
We are the borrower under the U.S. Term A and the U.S. Term A-1 loan facilities. CIH is the borrower under the European Term A and the European Term A-2 loan facilities. CIHH is the borrower under the European Term A-1 loan facility.
|
|
Revolving
Credit
Facility
|
|
U.S.
Term A
Facility
(1)
|
|
U.S.
Term A-1
Facility
(1)
|
|
European
Term A
Facility
(1)
|
|
European
Term A-1 Facility (1) |
|
European
Term A-2 Facility (1) |
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Outstanding borrowings
|
$
|
231.0
|
|
|
$
|
1,169.1
|
|
|
$
|
237.9
|
|
|
$
|
1,316.7
|
|
|
$
|
671.0
|
|
|
$
|
392.8
|
|
Interest rate
|
2.3
|
%
|
|
2.3
|
%
|
|
2.5
|
%
|
|
2.3
|
%
|
|
2.3
|
%
|
|
2.3
|
%
|
||||||
LIBOR margin
|
1.5
|
%
|
|
1.5
|
%
|
|
1.75
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
||||||
Outstanding letters of credit
|
$
|
16.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Remaining borrowing capacity
|
$
|
902.3
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Outstanding term loan facility borrowings are net of unamortized debt issuance costs.
|
|
U.S.
Term A
Facility
|
|
U.S.
Term A-1
Facility
|
|
European
Term A
Facility
|
|
European
Term A-1 Facility |
|
European
Term A-2 Facility |
|
Total
|
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2018
|
$
|
63.6
|
|
|
$
|
2.4
|
|
|
$
|
71.5
|
|
|
$
|
35.0
|
|
|
$
|
20.0
|
|
|
$
|
192.5
|
|
2019
|
63.6
|
|
|
2.4
|
|
|
71.5
|
|
|
35.0
|
|
|
20.0
|
|
|
192.5
|
|
||||||
2020
|
63.6
|
|
|
2.4
|
|
|
71.5
|
|
|
35.0
|
|
|
20.0
|
|
|
192.5
|
|
||||||
2021
|
985.4
|
|
|
2.4
|
|
|
1,108.3
|
|
|
35.0
|
|
|
20.0
|
|
|
2,151.1
|
|
||||||
2022
|
—
|
|
|
228.7
|
|
|
—
|
|
|
533.8
|
|
|
315.0
|
|
|
1,077.5
|
|
||||||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
1,176.2
|
|
|
$
|
238.3
|
|
|
$
|
1,322.8
|
|
|
$
|
673.8
|
|
|
$
|
395.0
|
|
|
$
|
3,806.1
|
|
|
Date of
|
|
|
|
Outstanding Balance
(1)
|
||||||||||||
|
Issuance
|
|
Maturity
|
|
Interest
Payments
|
|
Principal
|
|
February 28,
2017 |
|
February 29,
2016 |
||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
7.25% Senior Notes
(2) (3)
|
August 2006
|
|
September 2016
|
|
Mar/Sept
|
|
$
|
700.0
|
|
|
$
|
—
|
|
|
$
|
699.0
|
|
7.25% Senior Notes
(2) (3) (4)
|
January 2008
|
|
May 2017
|
|
May/Nov
|
|
$
|
700.0
|
|
|
$
|
699.9
|
|
|
$
|
699.0
|
|
6% Senior Notes
(2) (3)
|
April 2012
|
|
May 2022
|
|
May/Nov
|
|
$
|
600.0
|
|
|
$
|
594.9
|
|
|
$
|
594.1
|
|
3.75% Senior Notes
(2) (3)
|
May 2013
|
|
May 2021
|
|
May/Nov
|
|
$
|
500.0
|
|
|
$
|
497.4
|
|
|
$
|
496.8
|
|
4.25% Senior Notes
(2) (3)
|
May 2013
|
|
May 2023
|
|
May/Nov
|
|
$
|
1,050.0
|
|
|
$
|
1,043.4
|
|
|
$
|
1,042.5
|
|
3.875% Senior Notes
(2) (3)
|
November 2014
|
|
November 2019
|
|
May/Nov
|
|
$
|
400.0
|
|
|
$
|
396.8
|
|
|
$
|
395.7
|
|
4.75% Senior Notes
(2) (3)
|
November 2014
|
|
November 2024
|
|
May/Nov
|
|
$
|
400.0
|
|
|
$
|
395.4
|
|
|
$
|
394.9
|
|
4.75% Senior Notes
(2) (3)
|
December 2015
|
|
December 2025
|
|
June/Dec
|
|
$
|
400.0
|
|
|
$
|
394.8
|
|
|
$
|
394.3
|
|
3.70% Senior Notes
(2) (5)
|
December 2016
|
|
December 2026
|
|
June/Dec
|
|
$
|
600.0
|
|
|
$
|
594.4
|
|
|
$
|
—
|
|
(1)
|
Amounts are net of unamortized discounts, where applicable, and debt issuance costs.
|
(2)
|
Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness. Guaranteed by certain of our U.S. subsidiaries on a senior unsecured basis.
|
(3)
|
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 a make whole payment based on the present value of the future payments at the adjusted Treasury Rate plus
50
basis points.
|
(4)
|
Issued in exchange for notes originally issued in May 2007.
|
(5)
|
Redeemable, in whole or in part, at our option at any time prior to September 6, 2026, at a redemption price equal to
100%
of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus
25
basis points. On or after September 6, 2026, 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.
|
|
Outstanding Borrowings
|
|
Weighted Average Interest Rate
|
|
Remaining Borrowing Capacity
|
|||||
(in millions)
|
|
|
|
|
|
|||||
CBI Facility
|
$
|
206.1
|
|
|
1.7
|
%
|
|
$
|
88.9
|
|
Crown Facility
|
$
|
127.0
|
|
|
1.7
|
%
|
|
$
|
13.0
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Domestic
|
$
|
788.0
|
|
|
$
|
599.3
|
|
|
$
|
481.6
|
|
Foreign
|
1,305.4
|
|
|
901.9
|
|
|
698.0
|
|
|||
|
$
|
2,093.4
|
|
|
$
|
1,501.2
|
|
|
$
|
1,179.6
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
270.8
|
|
|
$
|
126.2
|
|
|
$
|
195.0
|
|
State
|
28.5
|
|
|
19.9
|
|
|
20.1
|
|
|||
Foreign
|
126.2
|
|
|
43.5
|
|
|
49.0
|
|
|||
Total current
|
425.5
|
|
|
189.6
|
|
|
264.1
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Federal
|
113.4
|
|
|
232.4
|
|
|
84.6
|
|
|||
State
|
7.5
|
|
|
15.6
|
|
|
4.8
|
|
|||
Foreign
|
7.8
|
|
|
3.0
|
|
|
(10.1
|
)
|
|||
Total deferred
|
128.7
|
|
|
251.0
|
|
|
79.3
|
|
|||
Income tax provision
|
$
|
554.2
|
|
|
$
|
440.6
|
|
|
$
|
343.4
|
|
|
February 28,
2017 |
|
February 29,
2016 |
||||
(in millions)
|
|
|
|
||||
Deferred tax assets
|
|
|
|
||||
Loss carryforwards
|
$
|
144.0
|
|
|
$
|
74.2
|
|
Stock-based compensation
|
43.2
|
|
|
50.1
|
|
||
Inventory
|
12.5
|
|
|
14.1
|
|
||
Derivative instruments
|
—
|
|
|
5.1
|
|
||
Insurance accruals
|
5.2
|
|
|
3.8
|
|
||
Employee benefits
|
2.5
|
|
|
2.8
|
|
||
Unrealized foreign exchange
|
—
|
|
|
1.3
|
|
||
Other accruals
|
28.4
|
|
|
39.4
|
|
||
Gross deferred tax assets
|
235.8
|
|
|
190.8
|
|
||
Valuation allowances
|
(134.1
|
)
|
|
(35.7
|
)
|
||
Deferred tax assets, net
|
101.7
|
|
|
155.1
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Intangible assets
|
(720.6
|
)
|
|
(688.1
|
)
|
||
Property, plant and equipment
|
(255.0
|
)
|
|
(264.2
|
)
|
||
Provision for unremitted earnings
|
(229.3
|
)
|
|
(199.9
|
)
|
||
Investments in equity method investees
|
(24.2
|
)
|
|
(24.3
|
)
|
||
Unrealized foreign exchange
|
(4.1
|
)
|
|
—
|
|
||
Derivative instruments
|
(0.9
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(1,234.1
|
)
|
|
(1,176.5
|
)
|
||
Deferred tax liabilities, net
|
$
|
(1,132.4
|
)
|
|
$
|
(1,021.4
|
)
|
|
For the Years Ended
|
|||||||||||||||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
February 28, 2015
|
|||||||||||||||
|
Amount
|
|
% of
Pretax
Income
|
|
Amount
|
|
% of
Pretax
Income
|
|
Amount
|
|
% of
Pretax
Income
|
|||||||||
(in millions, except % of pretax income data)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income tax provision at statutory rate
|
$
|
732.7
|
|
|
35.0
|
%
|
|
$
|
525.4
|
|
|
35.0
|
%
|
|
$
|
412.8
|
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
23.4
|
|
|
1.1
|
%
|
|
23.1
|
|
|
1.5
|
%
|
|
16.1
|
|
|
1.4
|
%
|
|||
Earnings of subsidiaries taxed at other than U.S. statutory rate
|
(160.4
|
)
|
|
(7.6
|
%)
|
|
(101.2
|
)
|
|
(6.7
|
%)
|
|
(75.3
|
)
|
|
(6.4
|
%)
|
|||
Canadian Divestiture
|
(25.5
|
)
|
|
(1.2
|
%)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Miscellaneous items, net
|
(16.0
|
)
|
|
(0.8
|
%)
|
|
(6.7
|
)
|
|
(0.5
|
%)
|
|
(10.2
|
)
|
|
(0.9
|
%)
|
|||
Income tax provision at effective rate
|
$
|
554.2
|
|
|
26.5
|
%
|
|
$
|
440.6
|
|
|
29.3
|
%
|
|
$
|
343.4
|
|
|
29.1
|
%
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Balance as of March 1
|
$
|
30.4
|
|
|
$
|
85.5
|
|
|
$
|
101.5
|
|
Increases as a result of tax positions taken during a prior period
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Decreases as a result of tax positions taken during a prior period
|
(11.5
|
)
|
|
(1.2
|
)
|
|
(4.0
|
)
|
|||
Increases as a result of tax positions taken during the current period
|
21.3
|
|
|
3.7
|
|
|
7.7
|
|
|||
Decreases related to settlements with tax authorities
|
—
|
|
|
(54.7
|
)
|
|
(13.9
|
)
|
|||
Decreases related to lapse of applicable statute of limitations
|
(0.7
|
)
|
|
(3.0
|
)
|
|
(5.9
|
)
|
|||
Balance as of last day of February
|
$
|
39.5
|
|
|
$
|
30.4
|
|
|
$
|
85.5
|
|
|
Type
|
|
Length of Commitment
|
|
Amount
|
||
(in millions)
|
|
|
|
|
|
||
Raw materials and supplies
(1)
|
Packaging, grapes and other raw materials
|
|
through December 2029
|
|
$
|
5,508.1
|
|
In-process inventories
|
Bulk wine
|
|
through February 2022
|
|
57.6
|
|
|
Capital expenditures
(2)
|
Property, plant and equipment, and contractor and manufacturing services
|
|
through February 2020
|
|
610.1
|
|
|
Other
|
Processing and warehousing services, energy contracts
|
|
through May 2029
|
|
267.6
|
|
|
|
|
|
|
|
$
|
6,443.4
|
|
(1)
|
Grape purchase contracts require the purchase of grape production yielded from a specified number of acres. The actual tonnage and price of grapes that we must purchase will vary each year depending on certain factors, including weather, time of harvest, overall market conditions and the agricultural practices and location of the growers and suppliers under contract.
|
(2)
|
Consists of purchase commitments entered into primarily in connection with the construction of a brewery located in Mexicali, Baja California, Mexico, and the expansion projects for the Nava Brewery and the adjacent glass production plant.
|
|
Common Stock
|
|
Treasury Stock
|
|||||||||||
|
Class A
|
|
Class B
|
|
Class 1
|
|
Class A
|
|
Class B
|
|||||
Balance at February 28, 2014
|
248,264,944
|
|
|
28,436,565
|
|
|
—
|
|
|
80,225,575
|
|
|
5,005,800
|
|
Conversion of shares
|
46,957
|
|
|
(46,957
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercise of stock options
|
2,527,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Employee stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(117,301
|
)
|
|
—
|
|
Grant of restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,424
|
)
|
|
—
|
|
Vesting of restricted stock units
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,396
|
)
|
|
—
|
|
Vesting of performance share units
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(288,021
|
)
|
|
—
|
|
Cancellation of restricted shares
|
—
|
|
|
—
|
|
|
—
|
|
|
8,426
|
|
|
—
|
|
Balance at February 28, 2015
|
250,839,359
|
|
|
28,389,608
|
|
|
—
|
|
|
79,681,859
|
|
|
5,005,800
|
|
Share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
246,143
|
|
|
—
|
|
Conversion of shares
|
31,079
|
|
|
(31,079
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercise of stock options
|
4,687,588
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
Employee stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,155
|
)
|
|
—
|
|
Grant of restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,984
|
)
|
|
—
|
|
Vesting of restricted stock units
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,052
|
)
|
|
—
|
|
Vesting of performance share units
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(223,044
|
)
|
|
—
|
|
Cancellation of restricted shares
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
—
|
|
Balance at February 29, 2016
|
255,558,026
|
|
|
28,358,529
|
|
|
2,000
|
|
|
79,454,011
|
|
|
5,005,800
|
|
Share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
7,407,051
|
|
|
—
|
|
Conversion of shares
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercise of stock options
|
1,948,156
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
Employee stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,671
|
)
|
|
—
|
|
Grant of restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,088
|
)
|
|
—
|
|
Vesting of restricted stock units
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(325,773
|
)
|
|
—
|
|
Vesting of performance share units
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(190,559
|
)
|
|
—
|
|
Balance at February 28, 2017
|
257,506,184
|
|
|
28,358,527
|
|
|
2,080
|
|
|
86,262,971
|
|
|
5,005,800
|
|
(1)
|
Net of
241,870
shares,
112,851
shares and
101,499
shares withheld for the years ended
February 28, 2017
,
February 29, 2016
, and
February 28, 2015
, respectively, to satisfy tax withholding requirements.
|
(2)
|
Net of
168,811
shares,
216,396
shares and
248,499
shares withheld for the years ended
February 28, 2017
,
February 29, 2016
, and
February 28, 2015
, respectively, to satisfy tax withholding requirements.
|
|
|
|
Class A Common Shares
|
||||||
|
Repurchase Authorization
|
|
Dollar Value of Shares Repurchased
|
|
Number of Shares Repurchased
|
||||
(in millions, except share data)
|
|
|
|
|
|
||||
2013 Authorization
|
$
|
1,000.0
|
|
|
$
|
1,000.0
|
|
|
18,670,632
|
2017 Authorization
|
$
|
1,000.0
|
|
|
$
|
453.1
|
|
|
3,006,547
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Total compensation cost recognized in our results of operations
|
$
|
56.1
|
|
|
$
|
54.0
|
|
|
$
|
55.0
|
|
Total income tax benefit recognized in our results of operations
|
$
|
18.5
|
|
|
$
|
17.8
|
|
|
$
|
18.7
|
|
|
For the Years Ended
|
|||||||||||||||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
February 28, 2015
|
|||||||||||||||
|
Number
of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Outstanding as of March 1
|
9,541,393
|
|
|
$
|
34.03
|
|
|
13,613,615
|
|
|
$
|
25.46
|
|
|
15,314,074
|
|
|
$
|
21.82
|
|
Granted
|
648,147
|
|
|
$
|
157.01
|
|
|
838,996
|
|
|
$
|
117.17
|
|
|
881,584
|
|
|
$
|
79.86
|
|
Exercised
|
(1,948,236
|
)
|
|
$
|
25.79
|
|
|
(4,689,588
|
)
|
|
$
|
22.25
|
|
|
(2,527,458
|
)
|
|
$
|
22.02
|
|
Forfeited
|
(170,711
|
)
|
|
$
|
109.23
|
|
|
(220,433
|
)
|
|
$
|
71.75
|
|
|
(52,779
|
)
|
|
$
|
42.79
|
|
Expired
|
(338
|
)
|
|
$
|
31.92
|
|
|
(1,197
|
)
|
|
$
|
21.02
|
|
|
(1,806
|
)
|
|
$
|
19.55
|
|
Outstanding as of last day of February
|
8,070,255
|
|
|
$
|
44.31
|
|
|
9,541,393
|
|
|
$
|
34.03
|
|
|
13,613,615
|
|
|
$
|
25.46
|
|
Exercisable
|
6,456,382
|
|
|
$
|
26.66
|
|
|
7,348,309
|
|
|
$
|
21.37
|
|
|
10,499,030
|
|
|
$
|
19.45
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Fair value of stock options vested
|
$
|
20.3
|
|
|
$
|
20.1
|
|
|
$
|
19.6
|
|
Intrinsic value of stock options exercised
|
$
|
260.4
|
|
|
$
|
514.9
|
|
|
$
|
185.8
|
|
Tax benefit realized from stock options exercised
|
$
|
106.0
|
|
|
$
|
193.5
|
|
|
$
|
62.2
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
Grant-date fair value
|
$
|
40.09
|
|
|
$
|
31.14
|
|
|
$
|
27.77
|
|
Expected life
(1)
|
5.9 years
|
|
|
5.9 years
|
|
|
5.9 years
|
|
|||
Expected volatility
(2)
|
27.1
|
%
|
|
28.5
|
%
|
|
32.4
|
%
|
|||
Risk-free interest rate
(3)
|
1.6
|
%
|
|
1.6
|
%
|
|
2.1
|
%
|
|||
Expected dividend yield
(4)
|
1.0
|
%
|
|
1.1
|
%
|
|
0.0
|
%
|
(1)
|
Based on historical experience of employees’ exercise behavior for similar type awards.
|
(2)
|
Based primarily on historical volatility levels of our Class A Common Stock.
|
(3)
|
Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.
|
(4)
|
Based on the calculated yield on our Class A Common Stock at date of grant using the current fiscal year projected annualized dividend distribution rate.
|
|
|
For the Years Ended
|
|||||||||||||||||||
|
|
February 28, 2017
|
|
February 29, 2016
|
|
February 28, 2015
|
|||||||||||||||
|
|
Number
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||||
Restricted Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding balance as of March 1, Nonvested
|
|
4,984
|
|
|
$
|
119.37
|
|
|
117,054
|
|
|
$
|
25.15
|
|
|
408,744
|
|
|
$
|
20.18
|
|
Granted
|
|
4,088
|
|
|
$
|
166.34
|
|
|
4,984
|
|
|
$
|
119.37
|
|
|
6,424
|
|
|
$
|
87.13
|
|
Vested
|
|
(4,984
|
)
|
|
$
|
119.37
|
|
|
(116,810
|
)
|
|
$
|
25.16
|
|
|
(289,688
|
)
|
|
$
|
20.90
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
(244
|
)
|
|
$
|
20.60
|
|
|
(8,426
|
)
|
|
$
|
20.43
|
|
Outstanding balance as of last day of February, Nonvested
|
|
4,088
|
|
|
$
|
166.34
|
|
|
4,984
|
|
|
$
|
119.37
|
|
|
117,054
|
|
|
$
|
25.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Restricted Stock Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding balance as of March 1, Nonvested
|
|
917,009
|
|
|
$
|
70.23
|
|
|
1,063,726
|
|
|
$
|
51.16
|
|
|
1,104,580
|
|
|
$
|
39.87
|
|
Granted
|
|
174,187
|
|
|
$
|
156.74
|
|
|
230,742
|
|
|
$
|
122.60
|
|
|
250,923
|
|
|
$
|
80.72
|
|
Vested
|
|
(567,643
|
)
|
|
$
|
54.29
|
|
|
(269,903
|
)
|
|
$
|
44.48
|
|
|
(241,895
|
)
|
|
$
|
32.34
|
|
Forfeited
|
|
(67,854
|
)
|
|
$
|
108.56
|
|
|
(107,556
|
)
|
|
$
|
58.65
|
|
|
(49,882
|
)
|
|
$
|
41.05
|
|
Outstanding balance as of last day of February, Nonvested
|
|
455,699
|
|
|
$
|
117.44
|
|
|
917,009
|
|
|
$
|
70.23
|
|
|
1,063,726
|
|
|
$
|
51.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|||||||||||||||||||
|
|
February 28, 2017
|
|
February 29, 2016
|
|
February 28, 2015
|
|||||||||||||||
|
|
Number
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||||
Performance Share Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding balance as of March 1, Nonvested
|
|
501,261
|
|
|
$
|
92.41
|
|
|
617,684
|
|
|
$
|
58.21
|
|
|
798,600
|
|
|
$
|
39.67
|
|
Granted
|
|
75,765
|
|
|
$
|
190.33
|
|
|
155,671
|
|
|
$
|
146.25
|
|
|
108,290
|
|
|
$
|
99.64
|
|
Performance achievement
(1)
|
|
105,330
|
|
|
$
|
66.50
|
|
|
219,720
|
|
|
$
|
38.47
|
|
|
268,260
|
|
|
$
|
21.65
|
|
Vested
|
|
(359,370
|
)
|
|
$
|
60.50
|
|
|
(439,440
|
)
|
|
$
|
38.47
|
|
|
(536,520
|
)
|
|
$
|
21.65
|
|
Forfeited
|
|
(72,653
|
)
|
|
$
|
144.26
|
|
|
(52,374
|
)
|
|
$
|
75.42
|
|
|
(20,946
|
)
|
|
$
|
47.21
|
|
Outstanding balance as of last day of February, Nonvested
|
|
250,333
|
|
|
$
|
141.91
|
|
|
501,261
|
|
|
$
|
92.41
|
|
|
617,684
|
|
|
$
|
58.21
|
|
(1)
|
Reflects the number of awards achieved above target levels based on actual performance measured at the end of the performance period.
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Restricted stock awards
|
$
|
0.8
|
|
|
$
|
13.7
|
|
|
$
|
23.6
|
|
Restricted stock units
|
$
|
89.4
|
|
|
$
|
31.7
|
|
|
$
|
19.7
|
|
Performance share units
|
$
|
57.2
|
|
|
$
|
51.5
|
|
|
$
|
43.6
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
Grant-date fair value
|
$
|
204.53
|
|
|
$
|
153.64
|
|
|
$
|
101.05
|
|
Grant-date price
|
$
|
157.33
|
|
|
$
|
117.08
|
|
|
$
|
79.61
|
|
Performance period
|
2.8 years
|
|
|
3.0 years
|
|
|
3.0 years
|
|
|||
Expected volatility
(1)
|
20.6
|
%
|
|
33.5
|
%
|
|
38.2
|
%
|
|||
Risk-free interest rate
(2)
|
1.0
|
%
|
|
0.9
|
%
|
|
0.8
|
%
|
|||
Expected dividend yield
(3)
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
(1)
|
Based primarily on historical volatility levels of our Class A Common Stock.
|
(2)
|
Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the performance period.
|
(3)
|
No expected dividend yield for the years ended
February 28, 2017
, and
February 29, 2016
, as units granted earn dividend equivalents.
|
|
For the Years Ended
|
||||||||||||||||||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
February 28, 2015
|
||||||||||||||||||
|
Common Stock
|
|
Common Stock
|
|
Common Stock
|
||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to CBI allocated – basic
|
$
|
1,370.1
|
|
|
$
|
165.0
|
|
|
$
|
940.0
|
|
|
$
|
114.9
|
|
|
$
|
745.6
|
|
|
$
|
93.7
|
|
Conversion of Class B common shares into Class A common shares
|
165.0
|
|
|
—
|
|
|
114.9
|
|
|
—
|
|
|
93.7
|
|
|
—
|
|
||||||
Effect of stock-based awards on allocated net income
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Net income attributable to CBI allocated – diluted
|
$
|
1,535.1
|
|
|
$
|
161.9
|
|
|
$
|
1,054.9
|
|
|
$
|
111.8
|
|
|
$
|
839.3
|
|
|
$
|
89.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average common shares outstanding – basic
|
175.934
|
|
|
23.353
|
|
|
173.383
|
|
|
23.363
|
|
|
169.325
|
|
|
23.397
|
|
||||||
Conversion of Class B common shares into Class A common shares
|
23.353
|
|
|
—
|
|
|
23.363
|
|
|
—
|
|
|
23.397
|
|
|
—
|
|
||||||
Stock-based awards, primarily stock options
|
4.812
|
|
|
—
|
|
|
7.075
|
|
|
—
|
|
|
8.502
|
|
|
—
|
|
||||||
Weighted average common shares outstanding – diluted
|
204.099
|
|
|
23.353
|
|
|
203.821
|
|
|
23.363
|
|
|
201.224
|
|
|
23.397
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income per common share attributable to CBI – basic
|
$
|
7.79
|
|
|
$
|
7.07
|
|
|
$
|
5.42
|
|
|
$
|
4.92
|
|
|
$
|
4.40
|
|
|
$
|
4.00
|
|
Net income per common share attributable to CBI – diluted
|
$
|
7.52
|
|
|
$
|
6.93
|
|
|
$
|
5.18
|
|
|
$
|
4.79
|
|
|
$
|
4.17
|
|
|
$
|
3.83
|
|
|
Before Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
Net of Tax
Amount
|
||||||
(in millions)
|
|
|
|
|
|
||||||
For the Year Ended February 28, 2015
|
|
|
|
|
|
||||||
Other comprehensive loss attributable to CBI:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net losses
|
$
|
(203.3
|
)
|
|
$
|
13.6
|
|
|
$
|
(189.7
|
)
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(203.3
|
)
|
|
13.6
|
|
|
(189.7
|
)
|
|||
Unrealized loss on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative losses
|
(33.6
|
)
|
|
9.6
|
|
|
(24.0
|
)
|
|||
Reclassification adjustments
|
6.8
|
|
|
(3.0
|
)
|
|
3.8
|
|
|||
Net loss recognized in other comprehensive loss
|
(26.8
|
)
|
|
6.6
|
|
|
(20.2
|
)
|
|||
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities losses
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial losses
|
(8.1
|
)
|
|
2.1
|
|
|
(6.0
|
)
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(8.1
|
)
|
|
2.1
|
|
|
(6.0
|
)
|
|||
Other comprehensive loss attributable to CBI
|
$
|
(239.2
|
)
|
|
$
|
22.3
|
|
|
$
|
(216.9
|
)
|
|
|
|
|
|
|
||||||
For the Year Ended February 29, 2016
|
|
|
|
|
|
||||||
Other comprehensive income (loss) attributable to CBI:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net losses
|
$
|
(310.7
|
)
|
|
$
|
6.3
|
|
|
$
|
(304.4
|
)
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(310.7
|
)
|
|
6.3
|
|
|
(304.4
|
)
|
|||
Unrealized loss on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative losses
|
(59.8
|
)
|
|
16.5
|
|
|
(43.3
|
)
|
|||
Reclassification adjustments
|
37.3
|
|
|
(11.0
|
)
|
|
26.3
|
|
|||
Net loss recognized in other comprehensive loss
|
(22.5
|
)
|
|
5.5
|
|
|
(17.0
|
)
|
|||
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities losses
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
Reclassification adjustments
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Net loss recognized in other comprehensive loss
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial losses
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Reclassification adjustments
|
0.5
|
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Net gain recognized in other comprehensive loss
|
0.4
|
|
|
(0.3
|
)
|
|
0.1
|
|
|||
Other comprehensive loss attributable to CBI
|
$
|
(333.1
|
)
|
|
$
|
11.5
|
|
|
$
|
(321.6
|
)
|
|
|
|
|
|
|
|
Before Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
Net of Tax
Amount
|
||||||
(in millions)
|
|
|
|
|
|
||||||
For the Year Ended February 28, 2017
|
|
|
|
|
|
||||||
Other comprehensive income attributable to CBI:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net losses
|
$
|
(78.3
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(79.0
|
)
|
Reclassification adjustments
|
111.5
|
|
|
—
|
|
|
111.5
|
|
|||
Net gain recognized in other comprehensive income
|
33.2
|
|
|
(0.7
|
)
|
|
32.5
|
|
|||
Unrealized loss on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative losses
|
(34.7
|
)
|
|
11.7
|
|
|
(23.0
|
)
|
|||
Reclassification adjustments
|
45.2
|
|
|
(14.1
|
)
|
|
31.1
|
|
|||
Net gain recognized in other comprehensive income
|
10.5
|
|
|
(2.4
|
)
|
|
8.1
|
|
|||
Unrealized gain on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities gains
|
0.4
|
|
|
0.1
|
|
|
0.5
|
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net gain recognized in other comprehensive income
|
0.4
|
|
|
0.1
|
|
|
0.5
|
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial gains
|
0.3
|
|
|
(0.1
|
)
|
|
0.2
|
|
|||
Reclassification adjustments
|
11.5
|
|
|
(0.1
|
)
|
|
11.4
|
|
|||
Net gain recognized in other comprehensive income
|
11.8
|
|
|
(0.2
|
)
|
|
11.6
|
|
|||
Other comprehensive income attributable to CBI
|
$
|
55.9
|
|
|
$
|
(3.2
|
)
|
|
$
|
52.7
|
|
|
Foreign
Currency
Translation
Adjustments
|
|
Net
Unrealized
Losses on
Derivative
Instruments
|
|
Net
Unrealized
Gains (Losses)
on AFS Debt
Securities
|
|
Pension/
Postretirement
Adjustments
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, February 29, 2016
|
$
|
(390.5
|
)
|
|
$
|
(46.1
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(13.1
|
)
|
|
$
|
(452.5
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss) before reclassification adjustments
|
(79.0
|
)
|
|
(23.0
|
)
|
|
0.5
|
|
|
0.2
|
|
|
(101.3
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
111.5
|
|
|
31.1
|
|
|
—
|
|
|
11.4
|
|
|
154.0
|
|
|||||
Other comprehensive income
|
32.5
|
|
|
8.1
|
|
|
0.5
|
|
|
11.6
|
|
|
52.7
|
|
|||||
Balance, February 28, 2017
|
$
|
(358.0
|
)
|
|
$
|
(38.0
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(399.8
|
)
|
|
For the Years Ended
|
|||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
|||
Southern Glazer’s Wine and Spirits
|
|
|
|
|
|
|||
Net sales
|
14.1
|
%
|
|
13.4
|
%
|
|
15.4
|
%
|
Accounts receivable
|
32.1
|
%
|
|
32.0
|
%
|
|
24.4
|
%
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Balance Sheet at February 28, 2017
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
9.6
|
|
|
$
|
5.8
|
|
|
$
|
162.0
|
|
|
$
|
—
|
|
|
$
|
177.4
|
|
Accounts receivable
|
2.4
|
|
|
18.5
|
|
|
716.1
|
|
|
—
|
|
|
737.0
|
|
|||||
Inventories
|
162.3
|
|
|
1,628.5
|
|
|
330.9
|
|
|
(166.6
|
)
|
|
1,955.1
|
|
|||||
Intercompany receivable
|
21,927.8
|
|
|
28,384.7
|
|
|
12,410.6
|
|
|
(62,723.1
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
40.4
|
|
|
74.8
|
|
|
169.0
|
|
|
76.3
|
|
|
360.5
|
|
|||||
Total current assets
|
22,142.5
|
|
|
30,112.3
|
|
|
13,788.6
|
|
|
(62,813.4
|
)
|
|
3,230.0
|
|
|||||
Property, plant and equipment
|
69.5
|
|
|
951.1
|
|
|
2,912.2
|
|
|
—
|
|
|
3,932.8
|
|
|||||
Investments in subsidiaries
|
13,884.2
|
|
|
125.0
|
|
|
—
|
|
|
(14,009.2
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
6,589.9
|
|
|
1,330.6
|
|
|
—
|
|
|
7,920.5
|
|
|||||
Intangible assets
|
—
|
|
|
955.1
|
|
|
2,422.6
|
|
|
—
|
|
|
3,377.7
|
|
|||||
Intercompany notes receivable
|
5,074.5
|
|
|
188.3
|
|
|
100.6
|
|
|
(5,363.4
|
)
|
|
—
|
|
|||||
Other assets
|
17.9
|
|
|
77.2
|
|
|
46.3
|
|
|
—
|
|
|
141.4
|
|
|||||
Total assets
|
$
|
41,188.6
|
|
|
$
|
38,998.9
|
|
|
$
|
20,600.9
|
|
|
$
|
(82,186.0
|
)
|
|
$
|
18,602.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable to banks
|
$
|
231.0
|
|
|
$
|
—
|
|
|
$
|
375.5
|
|
|
$
|
—
|
|
|
$
|
606.5
|
|
Current maturities of long-term debt
|
767.9
|
|
|
16.3
|
|
|
126.7
|
|
|
—
|
|
|
910.9
|
|
|||||
Accounts payable
|
47.6
|
|
|
146.2
|
|
|
366.0
|
|
|
—
|
|
|
559.8
|
|
|||||
Accrued excise taxes
|
17.8
|
|
|
26.0
|
|
|
0.8
|
|
|
—
|
|
|
44.6
|
|
|||||
Intercompany payable
|
27,675.4
|
|
|
22,786.3
|
|
|
12,261.4
|
|
|
(62,723.1
|
)
|
|
—
|
|
|||||
Other accrued expenses and liabilities
|
252.4
|
|
|
138.8
|
|
|
153.0
|
|
|
31.6
|
|
|
575.8
|
|
|||||
Total current liabilities
|
28,992.1
|
|
|
23,113.6
|
|
|
13,283.4
|
|
|
(62,691.5
|
)
|
|
2,697.6
|
|
|||||
Long-term debt, less current maturities
|
5,260.2
|
|
|
23.0
|
|
|
2,437.5
|
|
|
—
|
|
|
7,720.7
|
|
|||||
Deferred income taxes
|
13.3
|
|
|
823.2
|
|
|
297.1
|
|
|
—
|
|
|
1,133.6
|
|
|||||
Intercompany notes payable
|
—
|
|
|
5,334.0
|
|
|
29.4
|
|
|
(5,363.4
|
)
|
|
—
|
|
|||||
Other liabilities
|
31.8
|
|
|
18.9
|
|
|
115.0
|
|
|
—
|
|
|
165.7
|
|
|||||
Total liabilities
|
34,297.4
|
|
|
29,312.7
|
|
|
16,162.4
|
|
|
(68,054.9
|
)
|
|
11,717.6
|
|
|||||
Total CBI stockholders’ equity
|
6,891.2
|
|
|
9,686.2
|
|
|
4,444.9
|
|
|
(14,131.1
|
)
|
|
6,891.2
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
(6.4
|
)
|
|||||
Total stockholders’ equity
|
6,891.2
|
|
|
9,686.2
|
|
|
4,438.5
|
|
|
(14,131.1
|
)
|
|
6,884.8
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
41,188.6
|
|
|
$
|
38,998.9
|
|
|
$
|
20,600.9
|
|
|
$
|
(82,186.0
|
)
|
|
$
|
18,602.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Balance Sheet at February 29, 2016
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
6.0
|
|
|
$
|
4.2
|
|
|
$
|
72.9
|
|
|
$
|
—
|
|
|
$
|
83.1
|
|
Accounts receivable
|
0.4
|
|
|
22.3
|
|
|
709.8
|
|
|
—
|
|
|
732.5
|
|
|||||
Inventories
|
151.6
|
|
|
1,483.5
|
|
|
344.0
|
|
|
(127.5
|
)
|
|
1,851.6
|
|
|||||
Intercompany receivable
|
17,459.3
|
|
|
23,758.9
|
|
|
9,393.5
|
|
|
(50,611.7
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
29.6
|
|
|
67.8
|
|
|
281.1
|
|
|
(68.1
|
)
|
|
310.4
|
|
|||||
Total current assets
|
17,646.9
|
|
|
25,336.7
|
|
|
10,801.3
|
|
|
(50,807.3
|
)
|
|
2,977.6
|
|
|||||
Property, plant and equipment
|
63.2
|
|
|
879.8
|
|
|
2,390.4
|
|
|
—
|
|
|
3,333.4
|
|
|||||
Investments in subsidiaries
|
13,047.2
|
|
|
19.0
|
|
|
—
|
|
|
(13,066.2
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
6,376.4
|
|
|
762.2
|
|
|
—
|
|
|
7,138.6
|
|
|||||
Intangible assets
|
—
|
|
|
970.9
|
|
|
2,430.8
|
|
|
2.1
|
|
|
3,403.8
|
|
|||||
Intercompany notes receivable
|
4,705.9
|
|
|
86.6
|
|
|
—
|
|
|
(4,792.5
|
)
|
|
—
|
|
|||||
Other assets
|
20.0
|
|
|
69.6
|
|
|
22.0
|
|
|
—
|
|
|
111.6
|
|
|||||
Total assets
|
$
|
35,483.2
|
|
|
$
|
33,739.0
|
|
|
$
|
16,406.7
|
|
|
$
|
(68,663.9
|
)
|
|
$
|
16,965.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes payable to banks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
408.3
|
|
|
$
|
—
|
|
|
$
|
408.3
|
|
Current maturities of long-term debt
|
765.6
|
|
|
18.0
|
|
|
73.1
|
|
|
—
|
|
|
856.7
|
|
|||||
Accounts payable
|
37.7
|
|
|
100.7
|
|
|
290.9
|
|
|
—
|
|
|
429.3
|
|
|||||
Accrued excise taxes
|
14.7
|
|
|
14.7
|
|
|
4.2
|
|
|
—
|
|
|
33.6
|
|
|||||
Intercompany payable
|
22,293.3
|
|
|
19,018.6
|
|
|
9,299.8
|
|
|
(50,611.7
|
)
|
|
—
|
|
|||||
Other accrued expenses and liabilities
|
349.1
|
|
|
185.1
|
|
|
119.4
|
|
|
(109.2
|
)
|
|
544.4
|
|
|||||
Total current liabilities
|
23,460.4
|
|
|
19,337.1
|
|
|
10,195.7
|
|
|
(50,720.9
|
)
|
|
2,272.3
|
|
|||||
Long-term debt, less current maturities
|
5,421.4
|
|
|
26.3
|
|
|
1,368.5
|
|
|
—
|
|
|
6,816.2
|
|
|||||
Deferred income taxes
|
11.9
|
|
|
734.8
|
|
|
275.5
|
|
|
—
|
|
|
1,022.2
|
|
|||||
Intercompany notes payable
|
—
|
|
|
4,776.6
|
|
|
15.9
|
|
|
(4,792.5
|
)
|
|
—
|
|
|||||
Other liabilities
|
29.9
|
|
|
39.1
|
|
|
93.5
|
|
|
—
|
|
|
162.5
|
|
|||||
Total liabilities
|
28,923.6
|
|
|
24,913.9
|
|
|
11,949.1
|
|
|
(55,513.4
|
)
|
|
10,273.2
|
|
|||||
Total CBI stockholders’ equity
|
6,559.6
|
|
|
8,825.1
|
|
|
4,325.4
|
|
|
(13,150.5
|
)
|
|
6,559.6
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
132.2
|
|
|
—
|
|
|
132.2
|
|
|||||
Total stockholders’ equity
|
6,559.6
|
|
|
8,825.1
|
|
|
4,457.6
|
|
|
(13,150.5
|
)
|
|
6,691.8
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
35,483.2
|
|
|
$
|
33,739.0
|
|
|
$
|
16,406.7
|
|
|
$
|
(68,663.9
|
)
|
|
$
|
16,965.0
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2017
|
|||||||||||||||||||
Sales
|
$
|
2,832.6
|
|
|
$
|
6,453.2
|
|
|
$
|
3,125.0
|
|
|
$
|
(4,349.2
|
)
|
|
$
|
8,061.6
|
|
Less – excise taxes
|
(351.9
|
)
|
|
(321.1
|
)
|
|
(57.1
|
)
|
|
—
|
|
|
(730.1
|
)
|
|||||
Net sales
|
2,480.7
|
|
|
6,132.1
|
|
|
3,067.9
|
|
|
(4,349.2
|
)
|
|
7,331.5
|
|
|||||
Cost of product sold
|
(1,974.5
|
)
|
|
(4,433.1
|
)
|
|
(1,653.8
|
)
|
|
4,259.3
|
|
|
(3,802.1
|
)
|
|||||
Gross profit
|
506.2
|
|
|
1,699.0
|
|
|
1,414.1
|
|
|
(89.9
|
)
|
|
3,529.4
|
|
|||||
Selling, general and administrative expenses
|
(417.2
|
)
|
|
(800.8
|
)
|
|
(222.8
|
)
|
|
48.4
|
|
|
(1,392.4
|
)
|
|||||
Gain on sale of business
|
(23.4
|
)
|
|
(4.3
|
)
|
|
290.1
|
|
|
—
|
|
|
262.4
|
|
|||||
Operating income
|
65.6
|
|
|
893.9
|
|
|
1,481.4
|
|
|
(41.5
|
)
|
|
2,399.4
|
|
|||||
Equity in earnings (losses) of equity method investees and subsidiaries
|
1,657.4
|
|
|
33.3
|
|
|
(0.8
|
)
|
|
(1,662.6
|
)
|
|
27.3
|
|
|||||
Interest income
|
0.4
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.8
|
|
|||||
Intercompany interest income
|
227.1
|
|
|
311.5
|
|
|
—
|
|
|
(538.6
|
)
|
|
—
|
|
|||||
Interest expense
|
(280.0
|
)
|
|
(1.5
|
)
|
|
(53.6
|
)
|
|
—
|
|
|
(335.1
|
)
|
|||||
Intercompany interest expense
|
(311.1
|
)
|
|
(226.7
|
)
|
|
(0.8
|
)
|
|
538.6
|
|
|
—
|
|
|||||
Income before income taxes
|
1,359.4
|
|
|
1,010.5
|
|
|
1,427.6
|
|
|
(1,704.1
|
)
|
|
2,093.4
|
|
|||||
(Provision for) benefit from income taxes
|
175.7
|
|
|
(396.2
|
)
|
|
(337.2
|
)
|
|
3.5
|
|
|
(554.2
|
)
|
|||||
Net income
|
1,535.1
|
|
|
614.3
|
|
|
1,090.4
|
|
|
(1,700.6
|
)
|
|
1,539.2
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||||
Net income attributable to CBI
|
$
|
1,535.1
|
|
|
$
|
614.3
|
|
|
$
|
1,086.3
|
|
|
$
|
(1,700.6
|
)
|
|
$
|
1,535.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income attributable to CBI
|
$
|
1,587.8
|
|
|
$
|
614.1
|
|
|
$
|
1,108.7
|
|
|
$
|
(1,722.8
|
)
|
|
$
|
1,587.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 29, 2016
|
|||||||||||||||||||
Sales
|
$
|
2,522.8
|
|
|
$
|
5,614.9
|
|
|
$
|
3,024.5
|
|
|
$
|
(3,938.4
|
)
|
|
$
|
7,223.8
|
|
Less – excise taxes
|
(332.6
|
)
|
|
(281.1
|
)
|
|
(61.7
|
)
|
|
—
|
|
|
(675.4
|
)
|
|||||
Net sales
|
2,190.2
|
|
|
5,333.8
|
|
|
2,962.8
|
|
|
(3,938.4
|
)
|
|
6,548.4
|
|
|||||
Cost of product sold
|
(1,759.6
|
)
|
|
(3,906.2
|
)
|
|
(1,823.8
|
)
|
|
3,883.5
|
|
|
(3,606.1
|
)
|
|||||
Gross profit
|
430.6
|
|
|
1,427.6
|
|
|
1,139.0
|
|
|
(54.9
|
)
|
|
2,942.3
|
|
|||||
Selling, general and administrative expenses
|
(378.4
|
)
|
|
(652.6
|
)
|
|
(176.5
|
)
|
|
30.3
|
|
|
(1,177.2
|
)
|
|||||
Operating income
|
52.2
|
|
|
775.0
|
|
|
962.5
|
|
|
(24.6
|
)
|
|
1,765.1
|
|
|||||
Equity in earnings of equity method investees and subsidiaries
|
1,224.2
|
|
|
31.2
|
|
|
0.5
|
|
|
(1,229.3
|
)
|
|
26.6
|
|
|||||
Dividend income
|
—
|
|
|
—
|
|
|
24.5
|
|
|
—
|
|
|
24.5
|
|
|||||
Interest income
|
0.2
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.8
|
|
|||||
Intercompany interest income
|
191.4
|
|
|
268.0
|
|
|
0.1
|
|
|
(459.5
|
)
|
|
—
|
|
|||||
Interest expense
|
(290.1
|
)
|
|
(0.2
|
)
|
|
(24.4
|
)
|
|
—
|
|
|
(314.7
|
)
|
|||||
Intercompany interest expense
|
(267.4
|
)
|
|
(191.3
|
)
|
|
(0.8
|
)
|
|
459.5
|
|
|
—
|
|
|||||
Loss on write-off of debt issuance costs
|
(0.4
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Income before income taxes
|
910.1
|
|
|
882.7
|
|
|
962.3
|
|
|
(1,253.9
|
)
|
|
1,501.2
|
|
|||||
(Provision for) benefit from income taxes
|
144.8
|
|
|
(346.3
|
)
|
|
(247.4
|
)
|
|
8.3
|
|
|
(440.6
|
)
|
|||||
Net income
|
1,054.9
|
|
|
536.4
|
|
|
714.9
|
|
|
(1,245.6
|
)
|
|
1,060.6
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
—
|
|
|
(5.7
|
)
|
|||||
Net income attributable to CBI
|
$
|
1,054.9
|
|
|
$
|
536.4
|
|
|
$
|
709.2
|
|
|
$
|
(1,245.6
|
)
|
|
$
|
1,054.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income attributable to CBI
|
$
|
733.3
|
|
|
$
|
531.9
|
|
|
$
|
383.7
|
|
|
$
|
(915.6
|
)
|
|
$
|
733.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2015
|
|||||||||||||||||||
Sales
|
$
|
2,406.4
|
|
|
$
|
5,078.3
|
|
|
$
|
3,004.1
|
|
|
$
|
(3,816.7
|
)
|
|
$
|
6,672.1
|
|
Less – excise taxes
|
(324.8
|
)
|
|
(251.6
|
)
|
|
(67.7
|
)
|
|
—
|
|
|
(644.1
|
)
|
|||||
Net sales
|
2,081.6
|
|
|
4,826.7
|
|
|
2,936.4
|
|
|
(3,816.7
|
)
|
|
6,028.0
|
|
|||||
Cost of product sold
|
(1,678.4
|
)
|
|
(3,629.0
|
)
|
|
(1,870.3
|
)
|
|
3,728.3
|
|
|
(3,449.4
|
)
|
|||||
Gross profit
|
403.2
|
|
|
1,197.7
|
|
|
1,066.1
|
|
|
(88.4
|
)
|
|
2,578.6
|
|
|||||
Selling, general and administrative expenses
|
(388.2
|
)
|
|
(470.1
|
)
|
|
(273.4
|
)
|
|
53.3
|
|
|
(1,078.4
|
)
|
|||||
Operating income
|
15.0
|
|
|
727.6
|
|
|
792.7
|
|
|
(35.1
|
)
|
|
1,500.2
|
|
|||||
Equity in earnings of equity method investees and subsidiaries
|
828.0
|
|
|
24.6
|
|
|
1.2
|
|
|
(832.3
|
)
|
|
21.5
|
|
|||||
Interest income
|
0.1
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.4
|
|
|||||
Intercompany interest income
|
177.8
|
|
|
222.7
|
|
|
—
|
|
|
(400.5
|
)
|
|
—
|
|
|||||
Interest expense
|
(296.4
|
)
|
|
(1.4
|
)
|
|
(41.3
|
)
|
|
—
|
|
|
(339.1
|
)
|
|||||
Intercompany interest expense
|
(222.0
|
)
|
|
(177.6
|
)
|
|
(0.9
|
)
|
|
400.5
|
|
|
—
|
|
|||||
Loss on write-off of debt issuance costs
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||||
Income before income taxes
|
502.5
|
|
|
795.9
|
|
|
748.6
|
|
|
(867.4
|
)
|
|
1,179.6
|
|
|||||
(Provision for) benefit from income taxes
|
336.8
|
|
|
(295.5
|
)
|
|
(395.7
|
)
|
|
11.0
|
|
|
(343.4
|
)
|
|||||
Net income
|
839.3
|
|
|
500.4
|
|
|
352.9
|
|
|
(856.4
|
)
|
|
836.2
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|||||
Net income attributable to CBI
|
$
|
839.3
|
|
|
$
|
500.4
|
|
|
$
|
356.0
|
|
|
$
|
(856.4
|
)
|
|
$
|
839.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income attributable to CBI
|
$
|
622.4
|
|
|
$
|
503.7
|
|
|
$
|
132.2
|
|
|
$
|
(635.9
|
)
|
|
$
|
622.4
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2017
|
|||||||||||||||||||
Net cash provided by operating activities
|
$
|
171.9
|
|
|
$
|
1,152.1
|
|
|
$
|
1,027.4
|
|
|
$
|
(655.4
|
)
|
|
$
|
1,696.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of businesses, net of cash acquired
|
—
|
|
|
(284.9
|
)
|
|
(826.1
|
)
|
|
—
|
|
|
(1,111.0
|
)
|
|||||
Purchases of property, plant and equipment
|
(12.8
|
)
|
|
(160.8
|
)
|
|
(733.8
|
)
|
|
—
|
|
|
(907.4
|
)
|
|||||
Proceeds from sale of business
|
(9.9
|
)
|
|
—
|
|
|
585.2
|
|
|
—
|
|
|
575.3
|
|
|||||
Net proceeds from intercompany notes
|
430.1
|
|
|
17.7
|
|
|
—
|
|
|
(447.8
|
)
|
|
—
|
|
|||||
Net returns of capital from equity affiliates
|
470.7
|
|
|
—
|
|
|
—
|
|
|
(470.7
|
)
|
|
—
|
|
|||||
Other investing activities
|
0.7
|
|
|
(0.1
|
)
|
|
(19.3
|
)
|
|
—
|
|
|
(18.7
|
)
|
|||||
Net cash provided by (used in) investing activities
|
878.8
|
|
|
(428.1
|
)
|
|
(994.0
|
)
|
|
(918.5
|
)
|
|
(1,461.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to parent company
|
—
|
|
|
—
|
|
|
(868.7
|
)
|
|
868.7
|
|
|
—
|
|
|||||
Net returns of capital to equity affiliates
|
—
|
|
|
(31.2
|
)
|
|
(226.2
|
)
|
|
257.4
|
|
|
—
|
|
|||||
Net proceeds from (repayments of) intercompany notes
|
141.2
|
|
|
(608.7
|
)
|
|
19.7
|
|
|
447.8
|
|
|
—
|
|
|||||
Purchases of treasury stock
|
(1,122.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,122.7
|
)
|
|||||
Principal payments of long-term debt
|
(767.6
|
)
|
|
(20.6
|
)
|
|
(183.6
|
)
|
|
—
|
|
|
(971.8
|
)
|
|||||
Dividends paid
|
(315.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(315.1
|
)
|
|||||
Payments of minimum tax withholdings on stock-based payment awards
|
—
|
|
|
(61.9
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
(64.9
|
)
|
|||||
Payments of debt issuance costs and other financing costs
|
(5.0
|
)
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
(14.1
|
)
|
|||||
Proceeds from issuance of long-term debt
|
600.0
|
|
|
—
|
|
|
1,365.6
|
|
|
—
|
|
|
1,965.6
|
|
|||||
Net proceeds from (repayments of) notes payable
|
231.0
|
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
|
197.1
|
|
|||||
Excess tax benefits from stock-based payment awards
|
131.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.4
|
|
|||||
Proceeds from shares issued under equity compensation plans
|
59.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.7
|
|
|||||
Net cash provided by (used in) financing activities
|
(1,047.1
|
)
|
|
(722.4
|
)
|
|
60.8
|
|
|
1,573.9
|
|
|
(134.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
(5.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase in cash and cash equivalents
|
3.6
|
|
|
1.6
|
|
|
89.1
|
|
|
—
|
|
|
94.3
|
|
|||||
Cash and cash equivalents, beginning of year
|
6.0
|
|
|
4.2
|
|
|
72.9
|
|
|
—
|
|
|
83.1
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
9.6
|
|
|
$
|
5.8
|
|
|
$
|
162.0
|
|
|
$
|
—
|
|
|
$
|
177.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Cash Flows for the Year Ended February 29, 2016
|
|||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(476.2
|
)
|
|
$
|
1,249.6
|
|
|
$
|
667.8
|
|
|
$
|
(27.5
|
)
|
|
$
|
1,413.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of businesses, net of cash acquired
|
—
|
|
|
(1,314.7
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(1,316.4
|
)
|
|||||
Purchases of property, plant and equipment
|
(14.1
|
)
|
|
(61.6
|
)
|
|
(815.6
|
)
|
|
—
|
|
|
(891.3
|
)
|
|||||
Net proceeds from intercompany notes
|
143.9
|
|
|
44.9
|
|
|
—
|
|
|
(188.8
|
)
|
|
—
|
|
|||||
Net investments in equity affiliates
|
(550.1
|
)
|
|
—
|
|
|
—
|
|
|
550.1
|
|
|
—
|
|
|||||
Other investing activities
|
3.5
|
|
|
0.2
|
|
|
(3.4
|
)
|
|
—
|
|
|
0.3
|
|
|||||
Net cash used in investing activities
|
(416.8
|
)
|
|
(1,331.2
|
)
|
|
(820.7
|
)
|
|
361.3
|
|
|
(2,207.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to parent company
|
—
|
|
|
—
|
|
|
(88.8
|
)
|
|
88.8
|
|
|
—
|
|
|||||
Net contributions from equity affiliates
|
60.9
|
|
|
266.8
|
|
|
283.7
|
|
|
(611.4
|
)
|
|
—
|
|
|||||
Net proceeds from (repayments of) intercompany notes
|
250.4
|
|
|
(106.4
|
)
|
|
(332.8
|
)
|
|
188.8
|
|
|
—
|
|
|||||
Purchases of treasury stock
|
(33.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.8
|
)
|
|||||
Principal payments of long-term debt
|
(64.5
|
)
|
|
(39.4
|
)
|
|
(104.8
|
)
|
|
—
|
|
|
(208.7
|
)
|
|||||
Dividends paid
|
(241.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241.6
|
)
|
|||||
Payments of minimum tax withholdings on stock-based payment awards
|
—
|
|
|
(35.9
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
(38.6
|
)
|
|||||
Payments of debt issuance costs and other financing costs
|
(13.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.3
|
)
|
|||||
Proceeds from issuance of long-term debt
|
600.0
|
|
|
—
|
|
|
10.0
|
|
|
—
|
|
|
610.0
|
|
|||||
Net proceeds from notes payable
|
—
|
|
|
—
|
|
|
360.6
|
|
|
—
|
|
|
360.6
|
|
|||||
Excess tax benefits from stock-based payment awards
|
203.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203.4
|
|
|||||
Proceeds from shares issued under equity compensation plans
|
113.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113.0
|
|
|||||
Proceeds from noncontrolling interests
|
—
|
|
|
—
|
|
|
25.0
|
|
|
—
|
|
|
25.0
|
|
|||||
Net cash provided by financing activities
|
874.5
|
|
|
85.1
|
|
|
150.2
|
|
|
(333.8
|
)
|
|
776.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(18.5
|
)
|
|
3.5
|
|
|
(12.0
|
)
|
|
—
|
|
|
(27.0
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
24.5
|
|
|
0.7
|
|
|
84.9
|
|
|
—
|
|
|
110.1
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
6.0
|
|
|
$
|
4.2
|
|
|
$
|
72.9
|
|
|
$
|
—
|
|
|
$
|
83.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2015
|
|||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(553.6
|
)
|
|
$
|
784.5
|
|
|
$
|
850.1
|
|
|
$
|
—
|
|
|
$
|
1,081.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(310.3
|
)
|
|
—
|
|
|
(310.3
|
)
|
|||||
Purchases of property, plant and equipment
|
(23.1
|
)
|
|
(83.7
|
)
|
|
(612.6
|
)
|
|
—
|
|
|
(719.4
|
)
|
|||||
Net proceeds from intercompany notes
|
485.4
|
|
|
—
|
|
|
—
|
|
|
(485.4
|
)
|
|
—
|
|
|||||
Net investments in equity affiliates
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|||||
Other investing activities
|
(0.1
|
)
|
|
(5.6
|
)
|
|
19.5
|
|
|
—
|
|
|
13.8
|
|
|||||
Net cash provided by (used in) investing activities
|
459.6
|
|
|
(89.3
|
)
|
|
(903.4
|
)
|
|
(482.8
|
)
|
|
(1,015.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to parent company
|
—
|
|
|
—
|
|
|
(38.8
|
)
|
|
38.8
|
|
|
—
|
|
|||||
Net contributions from (returns of capital to) equity affiliates
|
—
|
|
|
(31.5
|
)
|
|
72.9
|
|
|
(41.4
|
)
|
|
—
|
|
|||||
Net proceeds from (repayments of) intercompany notes
|
(262.8
|
)
|
|
(618.1
|
)
|
|
395.5
|
|
|
485.4
|
|
|
—
|
|
|||||
Principal payments of long-term debt
|
(549.2
|
)
|
|
(19.6
|
)
|
|
(36.9
|
)
|
|
—
|
|
|
(605.7
|
)
|
|||||
Payments of minimum tax withholdings on stock-based payment awards
|
—
|
|
|
(26.1
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
(28.4
|
)
|
|||||
Payments of debt issuance costs and other financing costs
|
(11.7
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(13.8
|
)
|
|||||
Proceeds from issuance of long-term debt
|
800.0
|
|
|
—
|
|
|
105.0
|
|
|
—
|
|
|
905.0
|
|
|||||
Net proceeds from notes payable
|
—
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
13.1
|
|
|||||
Excess tax benefits from stock-based payment awards
|
78.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78.0
|
|
|||||
Proceeds from shares issued under equity compensation plans
|
63.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.7
|
|
|||||
Proceeds from noncontrolling interests
|
—
|
|
|
—
|
|
|
115.0
|
|
|
—
|
|
|
115.0
|
|
|||||
Payment of delayed purchase price arrangement
|
—
|
|
|
—
|
|
|
(543.3
|
)
|
|
—
|
|
|
(543.3
|
)
|
|||||
Net cash provided by (used in) financing activities
|
118.0
|
|
|
(695.3
|
)
|
|
78.1
|
|
|
482.8
|
|
|
(16.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
24.0
|
|
|
(0.1
|
)
|
|
22.3
|
|
|
—
|
|
|
46.2
|
|
|||||
Cash and cash equivalents, beginning of year
|
0.5
|
|
|
0.8
|
|
|
62.6
|
|
|
—
|
|
|
63.9
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
24.5
|
|
|
$
|
0.7
|
|
|
$
|
84.9
|
|
|
$
|
—
|
|
|
$
|
110.1
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Cost of product sold
|
|
|
|
|
|
||||||
Settlements of undesignated commodity derivative contracts
|
$
|
23.4
|
|
|
$
|
29.5
|
|
|
$
|
4.4
|
|
Net gain (loss) on undesignated commodity derivative contracts
|
16.3
|
|
|
(48.1
|
)
|
|
(32.7
|
)
|
|||
Flow through of inventory step-up
|
(20.1
|
)
|
|
(18.4
|
)
|
|
—
|
|
|||
Amortization of favorable interim supply agreement
|
(2.2
|
)
|
|
(31.7
|
)
|
|
(28.4
|
)
|
|||
Other losses
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|||
Total cost of product sold
|
17.4
|
|
|
(68.7
|
)
|
|
(59.5
|
)
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Impairment of intangible assets
|
(37.6
|
)
|
|
—
|
|
|
—
|
|
|||
Costs associated with the Canadian Divestiture and related activities
|
(20.4
|
)
|
|
—
|
|
|
—
|
|
|||
Transaction, integration and other acquisition-related costs
|
(14.2
|
)
|
|
(15.4
|
)
|
|
(30.5
|
)
|
|||
Restructuring and related charges
|
(0.9
|
)
|
|
(16.4
|
)
|
|
—
|
|
|||
Other gains (losses)
|
(2.6
|
)
|
|
—
|
|
|
7.2
|
|
|||
Total selling, general and administrative expenses
|
(75.7
|
)
|
|
(31.8
|
)
|
|
(23.3
|
)
|
|||
|
|
|
|
|
|
||||||
Gain on sale of business
|
262.4
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Comparable Adjustments, Operating income (loss)
|
$
|
204.1
|
|
|
$
|
(100.5
|
)
|
|
$
|
(82.8
|
)
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Beer
|
|
|
|
|
|
||||||
Net sales
|
$
|
4,229.3
|
|
|
$
|
3,622.6
|
|
|
$
|
3,188.6
|
|
Segment operating income
|
$
|
1,534.4
|
|
|
$
|
1,264.1
|
|
|
$
|
1,017.8
|
|
Long-lived tangible assets
|
$
|
2,810.0
|
|
|
$
|
2,187.8
|
|
|
$
|
1,485.6
|
|
Total assets
|
$
|
11,325.3
|
|
|
$
|
9,900.7
|
|
|
$
|
8,281.0
|
|
Capital expenditures
|
$
|
759.2
|
|
|
$
|
800.3
|
|
|
$
|
587.3
|
|
Depreciation and amortization
|
$
|
114.9
|
|
|
$
|
61.5
|
|
|
$
|
45.4
|
|
|
|
|
|
|
|
||||||
Wine and Spirits
|
|
|
|
|
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Wine
|
$
|
2,739.3
|
|
|
$
|
2,591.4
|
|
|
$
|
2,523.4
|
|
Spirits
|
362.9
|
|
|
334.4
|
|
|
316.0
|
|
|||
Net sales
|
$
|
3,102.2
|
|
|
$
|
2,925.8
|
|
|
$
|
2,839.4
|
|
Segment operating income
|
$
|
800.8
|
|
|
$
|
727.0
|
|
|
$
|
674.3
|
|
Earnings from unconsolidated investments
|
$
|
29.2
|
|
|
$
|
26.6
|
|
|
$
|
21.5
|
|
Long-lived tangible assets
|
$
|
992.9
|
|
|
$
|
1,039.8
|
|
|
$
|
1,071.8
|
|
Investments in equity method investees
|
$
|
77.6
|
|
|
$
|
76.2
|
|
|
$
|
73.5
|
|
Total assets
|
$
|
6,976.6
|
|
|
$
|
6,770.4
|
|
|
$
|
6,508.2
|
|
Capital expenditures
|
$
|
100.0
|
|
|
$
|
81.7
|
|
|
$
|
96.8
|
|
Depreciation and amortization
|
$
|
99.4
|
|
|
$
|
100.2
|
|
|
$
|
100.0
|
|
|
|
|
|
|
|
||||||
Corporate Operations and Other
|
|
|
|
|
|
||||||
Segment operating loss
|
$
|
(139.9
|
)
|
|
$
|
(125.5
|
)
|
|
$
|
(109.1
|
)
|
Losses from unconsolidated investments
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-lived tangible assets
|
$
|
129.9
|
|
|
$
|
105.8
|
|
|
$
|
124.2
|
|
Investments in equity method investees
|
$
|
21.1
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
Total assets
|
$
|
300.5
|
|
|
$
|
293.9
|
|
|
$
|
303.8
|
|
Capital expenditures
|
$
|
48.2
|
|
|
$
|
9.3
|
|
|
$
|
35.3
|
|
Depreciation and amortization
|
$
|
31.4
|
|
|
$
|
27.6
|
|
|
$
|
28.2
|
|
|
|
|
|
|
|
||||||
Comparable Adjustments
|
|
|
|
|
|
||||||
Operating income (loss)
|
$
|
204.1
|
|
|
$
|
(100.5
|
)
|
|
$
|
(82.8
|
)
|
Earnings (losses) from unconsolidated investments
|
$
|
(1.7
|
)
|
|
$
|
24.5
|
|
|
$
|
—
|
|
Depreciation and amortization
|
$
|
2.2
|
|
|
$
|
31.7
|
|
|
$
|
28.4
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
|
|
|
|
||||||
Net sales
|
$
|
7,331.5
|
|
|
$
|
6,548.4
|
|
|
$
|
6,028.0
|
|
Operating income
|
$
|
2,399.4
|
|
|
$
|
1,765.1
|
|
|
$
|
1,500.2
|
|
Earnings from unconsolidated investments
|
$
|
27.3
|
|
|
$
|
51.1
|
|
|
$
|
21.5
|
|
Long-lived tangible assets
|
$
|
3,932.8
|
|
|
$
|
3,333.4
|
|
|
$
|
2,681.6
|
|
Investments in equity method investees
|
$
|
98.7
|
|
|
$
|
82.2
|
|
|
$
|
73.5
|
|
Total assets
|
$
|
18,602.4
|
|
|
$
|
16,965.0
|
|
|
$
|
15,093.0
|
|
Capital expenditures
|
$
|
907.4
|
|
|
$
|
891.3
|
|
|
$
|
719.4
|
|
Depreciation and amortization
|
$
|
247.9
|
|
|
$
|
221.0
|
|
|
$
|
202.0
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2017 |
|
February 29,
2016 |
|
February 28,
2015 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Net sales
|
|
|
|
|
|
||||||
U.S.
|
$
|
6,807.7
|
|
|
$
|
5,960.9
|
|
|
$
|
5,360.0
|
|
Non-U.S. (primarily Canada)
|
523.8
|
|
|
587.5
|
|
|
668.0
|
|
|||
|
$
|
7,331.5
|
|
|
$
|
6,548.4
|
|
|
$
|
6,028.0
|
|
|
February 28,
2017 |
|
February 29,
2016 |
||||
(in millions)
|
|
|
|
||||
Long-lived tangible assets
|
|
|
|
||||
U.S.
|
$
|
1,037.6
|
|
|
$
|
933.3
|
|
Non-U.S. (primarily Mexico)
|
2,895.2
|
|
|
2,400.1
|
|
||
|
$
|
3,932.8
|
|
|
$
|
3,333.4
|
|
|
QUARTER ENDED
|
|
|
||||||||||||||||
|
May 31,
2016 |
|
August 31,
2016 |
|
November 30,
2016 |
|
February 28,
2017 |
|
Full Year
|
||||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,871.8
|
|
|
$
|
2,021.2
|
|
|
$
|
1,810.5
|
|
|
$
|
1,628.0
|
|
|
$
|
7,331.5
|
|
Gross profit
|
$
|
881.3
|
|
|
$
|
969.0
|
|
|
$
|
891.4
|
|
|
$
|
787.7
|
|
|
$
|
3,529.4
|
|
Net income attributable to CBI
(1)
|
$
|
318.3
|
|
|
$
|
358.9
|
|
|
$
|
405.9
|
|
|
$
|
452.0
|
|
|
$
|
1,535.1
|
|
Net income per common share attributable to CBI
(1) (2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic – Class A Common Stock
|
$
|
1.61
|
|
|
$
|
1.81
|
|
|
$
|
2.04
|
|
|
$
|
2.34
|
|
|
$
|
7.79
|
|
Basic – Class B Convertible Common Stock
|
$
|
1.46
|
|
|
$
|
1.64
|
|
|
$
|
1.85
|
|
|
$
|
2.12
|
|
|
$
|
7.07
|
|
Diluted – Class A Common Stock
|
$
|
1.55
|
|
|
$
|
1.75
|
|
|
$
|
1.98
|
|
|
$
|
2.26
|
|
|
$
|
7.52
|
|
Diluted – Class B Convertible Common Stock
|
$
|
1.43
|
|
|
$
|
1.61
|
|
|
$
|
1.82
|
|
|
$
|
2.09
|
|
|
$
|
6.93
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED
|
|
|
||||||||||||||||
|
May 31,
2015 |
|
August 31,
2015 |
|
November 30,
2015 |
|
February 29,
2016 |
|
Full Year
|
||||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,631.3
|
|
|
$
|
1,733.4
|
|
|
$
|
1,640.5
|
|
|
$
|
1,543.2
|
|
|
$
|
6,548.4
|
|
Gross profit
|
$
|
737.1
|
|
|
$
|
775.6
|
|
|
$
|
733.5
|
|
|
$
|
696.1
|
|
|
$
|
2,942.3
|
|
Net income attributable to CBI
|
$
|
238.6
|
|
|
$
|
302.4
|
|
|
$
|
270.5
|
|
|
$
|
243.4
|
|
|
$
|
1,054.9
|
|
Net income per common share attributable to CBI
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic – Class A Common Stock
|
$
|
1.24
|
|
|
$
|
1.56
|
|
|
$
|
1.39
|
|
|
$
|
1.23
|
|
|
$
|
5.42
|
|
Basic – Class B Convertible Common Stock
|
$
|
1.12
|
|
|
$
|
1.42
|
|
|
$
|
1.26
|
|
|
$
|
1.12
|
|
|
$
|
4.92
|
|
Diluted – Class A Common Stock
|
$
|
1.18
|
|
|
$
|
1.49
|
|
|
$
|
1.33
|
|
|
$
|
1.19
|
|
|
$
|
5.18
|
|
Diluted – Class B Convertible Common Stock
|
$
|
1.09
|
|
|
$
|
1.38
|
|
|
$
|
1.22
|
|
|
$
|
1.10
|
|
|
$
|
4.79
|
|
(1)
|
Includes gain on sale of business, net of income tax effect, of
$196.1 million
for the fourth quarter of fiscal 2017 in connection with the Canadian Divestiture.
|
(2)
|
The sum of the quarterly net income per common share for
Fiscal 2017
and
Fiscal 2016
may not equal the total computed for the respective years as the net income per common share is computed independently for each of the quarters presented and for the full year.
|
(a)
|
See page 52 of this Annual Report on Form 10-K for Management’s Annual Report on Internal Control over Financial Reporting, which is incorporated herein by reference.
|
(b)
|
See page 53 of this Annual Report on Form 10-K for the attestation report of KPMG LLP, our independent registered public accounting firm, which is incorporated herein by reference.
|
(c)
|
In connection with management’s quarterly evaluation of “internal control over financial reporting” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)), no changes were identified in our internal control over financial reporting during our fiscal quarter ended
February 28, 2017
(our fourth
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
||||
Equity compensation plans approved by security holders
|
8,973,565
|
|
(1)
|
$
|
44.31
|
|
(2)
|
14,901,443
|
|
(3)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
8,973,565
|
|
|
$
|
44.31
|
|
|
14,901,443
|
|
|
(1)
|
Includes 447,611 shares of unvested performance share units and 455,699 shares of unvested restricted stock units under our Long-Term Stock Incentive Plan. The unvested performance share units represent the maximum number of shares to be awarded, which ranges from 100% to 200% of the target shares granted. We currently estimate that 113,740 of the target shares granted will be awarded at 200% of target; 95,057 of the target shares granted will be awarded at 100% of target and 41,536 of the target shares granted will be awarded at less than 100% of target based upon our expectations as of
February 28, 2017
, regarding the achievement of specified performance targets.
|
(2)
|
Excludes unvested performance share units and unvested restricted stock units under our Long-Term Stock Incentive Plan that can be exercised for no consideration.
|
(3)
|
Includes 1,574,880 shares of Class A Common Stock under our Employee Stock Purchase Plan remaining available for purchase, of which approximately 42,500 shares are subject to purchase during the current offering period.
|
|
|
|
April 27, 2017
|
CONSTELLATION BRANDS, INC.
|
|
|
|
|
|
By:
|
/s/ Robert Sands
|
|
|
Robert Sands, President and
Chief Executive Officer
|
|
|
|
/s/ Robert Sands
|
|
/s/ David Klein
|
Robert Sands, Director, President and
Chief Executive Officer (principal
executive officer)
|
|
David Klein, Executive Vice
President and Chief Financial Officer
(principal financial officer and
principal accounting officer)
|
April 27, 2017
|
|
April 27, 2017
|
|
|
|
/s/ Richard Sands
|
|
/s/ Frederic Cumenal
|
Richard Sands, Director and
Chairman of the Board
|
|
Frederic Cumenal, Director
|
April 27, 2017
|
|
April 27, 2017
|
|
|
|
/s/ Jerry Fowden
|
|
/s/ Barry Fromberg
|
Jerry Fowden, Director
|
|
Barry Fromberg, Director
|
April 27, 2017
|
|
April 27, 2017
|
|
|
|
/s/ Robert L. Hanson
|
|
/s/ Ernesto M. Hernández
|
Robert L. Hanson, Director
|
|
Ernesto M. Hernández, Director
|
April 27, 2017
|
|
April 27, 2017
|
|
|
|
/s/ James A. Locke III
|
|
/s/ Daniel J. McCarthy
|
James A. Locke III, Director
|
|
Daniel J. McCarthy, Director
|
April 27, 2017
|
|
April 27, 2017
|
|
|
|
/s/ Judy A. Schmeling
|
|
/s/ Keith E. Wandell
|
Judy A. Schmeling, Director
|
|
Keith E. Wandell, Director
|
April 27, 2017
|
|
April 27, 2017
|
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 the Company, Constellation Brands Beach Holdings, Inc., Crown Imports LLC, 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
|
|
Supplemental Indenture No. 8, dated as of May 28, 2014, among the Company, Constellation Marketing Services, Inc., and The Bank of New York Mellon Trust Company, National Association, as trustee (filed as Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2014 and incorporated herein by reference).
|
|
|
|
4.10
|
|
Supplemental Indenture No. 9, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and The Bank of New York Mellon Trust Company, N.A. (successor trustee to BNY Midwest Trust Company), as Trustee (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2016 and incorporated herein by reference).
|
|
|
|
4.11
|
|
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). #
|
|
|
|
4.12
|
|
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). #
|
|
|
|
4.13
|
|
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). #
|
|
|
|
4.14
|
|
Supplemental Indenture No. 3, dated as of June 7, 2013, among the Company, Constellation Brands Beach Holdings, Inc., Crown Imports LLC, 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).
|
|
|
|
4.15
|
|
Supplemental Indenture No. 4, dated as of May 28, 2014, among the Company, Constellation Marketing Services, Inc., and The Bank of New York Mellon Trust Company, National Association, as trustee (filed as Exhibit 4.14 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2014 and incorporated herein by reference).
|
|
|
|
4.16
|
|
Supplemental Indenture No. 5, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc. and The Bank of New York Mellon Trust Company, N.A. (successor trustee to BNY Midwest Trust Company), as Trustee (filed as Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2016 and incorporated herein by reference).
|
|
|
|
4.17
|
|
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). #
|
|
|
|
4.18
|
|
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). #
|
|
|
|
4.19
|
|
Supplemental Indenture No. 3, with respect to 3.75% Senior Notes due May 2021, dated as of May 14, 2013, 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 May 14, 2013, filed May 16, 2013 and incorporated herein by reference).
|
|
|
|
4.20
|
|
Supplemental Indenture No. 4, with respect to 4.25% Senior Notes due May 2023, dated as of May 14, 2013, among the Company, 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).
|
|
|
|
4.21
|
|
Supplemental Indenture No. 5, dated as of June 7, 2013, among the Company, Constellation Brands Beach Holdings, Inc., Crown Imports LLC, 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).
|
|
|
|
4.22
|
|
Supplemental Indenture No. 6 dated as of May 28, 2014, among the Company, Constellation Marketing Services, Inc., and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.21 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2014 and incorporated herein by reference).
|
|
|
|
4.23
|
|
Supplemental Indenture No. 7, with respect to 3.875% Senior Notes due 2019, dated as of November 3, 2014, 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 November 3, 2014, filed November 7, 2014 and incorporated herein by reference).
|
|
|
|
4.24
|
|
Supplemental Indenture No. 8, with respect to 4.750% Senior Notes due 2024, dated as of November 3, 2014, among the Company 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 November 3, 2014, filed November 7, 2014 and incorporated herein by reference).
|
|
|
|
4.25
|
|
Supplemental Indenture No. 9, with respect to 4.750% Senior Notes due 2025, dated December 4, 2015, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturer’s and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Company’s Current report on Form 8-K, dated December 4, 2015, filed December 8, 2015 and incorporated herein by reference).
|
|
|
|
4.26
|
|
Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2016 and incorporated by reference).
|
|
|
|
4.27
|
|
Supplemental Indenture No. 11 with respect to 3.700% Senior Notes due 2026, dated as of December 6, 2016, 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 December 6, 2016, filed December 6, 2016 and incorporated herein by reference).
|
|
|
|
4.28
|
|
Restatement Agreement, dated as of March 10, 2016, by and among the Company, CIH International S.à r.l., CIH Holdings S.à r.l., CI Cerveza S.à r.l., the Guarantors, Bank of America, N.A., as administrative agent, and the Lenders party thereto, including the Fourth Amended and Restated Credit Agreement dated as of March 10, 2016, by and among the Company, CIH International S.à r.l., CIH Holdings S.à r.l., 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 March 10, 2016, filed March 15, 2016 and incorporated herein by reference).
|
|
|
|
4.29
|
|
Restatement Agreement, dated as of October 13, 2016, by and among the Company, CIH International S.à r.l., CIH Holdings S.à r.l., CB International Finance S.à r.l., CI Cerveza S.à r.l., the Guarantors, Bank of America, N.A., as administrative agent, and the Lenders thereto, including the Fifth Amended and Restated Credit Agreement dated as of October 13, 2016, by and among the Company, CIH International S.à r.l., CIH Holdings S.à r.l., CB International Finance S.à r.l., 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 October 13, 2016, filed October 18, 2016 and incorporated herein by reference).
|
|
|
|
4.30
|
|
Joinder Agreement, dated as of June 7, 2013, between CIH International S.à r.l., and 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).
|
|
|
|
10.1
|
|
Constellation Brands, Inc. Long-Term Stock Incentive Plan, amended and restated as of July 27, 2012 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 27, 2012, filed July 31, 2012 and incorporated herein by reference). *#
|
|
|
|
10.2
|
|
Form of Stock Option Amendment pursuant to the Company’s Long-Term Stock Incentive Plan (filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated December 6, 2007, filed December 12, 2007 and incorporated herein by reference). *#
|
|
|
|
10.3
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class A Common Stock pursuant to the Company’s Long-Term Stock Incentive Plan (filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated July 26, 2007, filed July 31, 2007 and incorporated herein by reference). *#
|
|
|
|
10.4
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants before July 26, 2007) (filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated December 6, 2007, filed December 12, 2007 and incorporated herein by reference). *#
|
|
|
|
10.5
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 26, 2007 and before April 1, 2008) (filed as Exhibit 99.4 to the Company’s Current Report on Form 8-K dated December 6, 2007, filed December 12, 2007 and incorporated herein by reference). *#
|
|
|
10.6
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 1, 2008 and before April 6, 2009) (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2008 and incorporated herein by reference). *#
|
|
|
|
10.7
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 6, 2009 and before April 5, 2010) (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 6, 2009, filed April 9, 2009 and incorporated herein by reference). *#
|
|
|
|
10.8
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 5, 2010 and before April 3, 2012) (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated April 5, 2010, filed April 9, 2010 and incorporated herein by reference). *#
|
|
|
|
10.9
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 3, 2012 and before April 28, 2014) (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 3, 2012, filed April 5, 2012 and incorporated herein by reference). *#
|
|
|
|
10.10
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 28, 2014 and before April 25, 2016) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 28, 2014, filed May 1, 2014 and incorporated herein by reference). *
|
|
|
|
10.11
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 25, 2016 and before April 21, 2017) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by reference). *
|
|
|
|
10.12
|
|
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 21, 2017) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2017, filed April 25, 2017 and incorporated herein by reference). *
|
|
|
|
10.13
|
|
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (grants on or after April 26, 2013 and before April 28, 2014) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 26, 2013, filed May 1, 2013 and incorporated herein by reference). *
|
|
|
|
10.14
|
|
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (grants on or after April 28, 2014 and before April 28, 2015) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 28, 2014, filed May 1, 2014 and incorporated herein by reference). *
|
|
|
|
10.15
|
|
Form of Restricted Stock Unit Agreement with respect to Company’s Long-Term Stock Incentive Plan (awards on or after April 28, 2015 and before April 25, 2016) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 28, 2015, filed May 1, 2015 and incorporated herein by reference). *
|
|
|
|
10.16
|
|
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 25, 2016 and before April 21, 2017) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by reference). *
|
|
|
|
10.17
|
|
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 21, 2017) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 21, 2017, filed April 25, 2017 and incorporated herein by reference). *
|
|
|
|
10.18
|
|
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). *
|
|
|
|
10.19
|
|
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (providing for ratable vesting over three years) (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference). *
|
|
|
|
10.20
|
|
Form of Performance Share Unit Agreement for Executives with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 28, 2014 and before April 28, 2015) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 28, 2014, filed May 1, 2014 and incorporated herein by reference). *
|
|
|
|
10.21
|
|
Form of Performance Share Unit Agreement for Executives with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 28, 2015 and before April 25, 2016) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 28, 2015, filed May 1, 2015 and incorporated herein by reference). *
|
|
|
|
10.22
|
|
Form of Performance Share Unit Agreement for Non-Executive Employees with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 28, 2014 and before April 28, 2015) (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference). *
|
|
|
|
10.23
|
|
Form of Performance Share Unit Agreement for Non-Executive Employees with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 28, 2015 and before April 25, 2016) (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2015 and incorporated herein by reference). *
|
|
|
|
10.24
|
|
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 25, 2016 and before April 21, 2017) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by reference). *
|
|
|
|
10.25
|
|
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 21, 2017) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 21, 2017, filed April 25, 2017 and incorporated herein by reference). *
|
|
|
|
10.26
|
|
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to specified performance criteria) (filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference). *
|
|
|
|
10.27
|
|
Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class A Common Stock pursuant to the Company’s Long-Term Stock Incentive Plan (filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated July 26, 2007, filed July 31, 2007 and incorporated herein by reference). *#
|
|
|
|
10.28
|
|
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants before July 17, 2008) (filed as Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 6, 2007, filed December 12, 2007 and incorporated herein by reference). *#
|
|
|
|
10.29
|
|
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 17, 2008 and before July 22, 2010) (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2008 and incorporated herein by reference). *#
|
|
|
|
10.30
|
|
Form of Terms and Conditions Memorandum for Directors with respect to a pro rata grant of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 20, 2010, filed April 22, 2010 and incorporated herein by reference). *#
|
|
|
|
10.31
|
|
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 22, 2010 and before July 27, 2012) (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2010 and incorporated herein by reference). *#
|
|
|
|
10.32
|
|
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 27, 2012 and before July 23, 2014) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 27, 2012, filed July 31, 2012 and incorporated herein by reference). *#
|
|
|
|
10.33
|
|
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 23, 2014 and before July 20, 2016) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 23, 2014, filed July 25, 2014 and incorporated herein by reference). *
|
|
|
|
10.34
|
|
Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 20, 2016) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 20, 2016, filed July 22, 2016 and incorporated herein by reference). *
|
|
|
|
10.35
|
|
Form of Restricted Stock Award Agreement for Directors with respect to awards of restricted stock pursuant to the Company’s Long-Term Stock Incentive Plan (awards on or after July 20, 2016) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 20, 2016, filed July 22, 2016 and incorporated herein by reference). *
|
|
|
|
10.36
|
|
Form of Restricted Stock Unit Agreement for Directors with respect to awards of restricted stock units pursuant to the Company’s Long-Term Stock Incentive Plan (awards on or after July 20, 2016) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 20, 2016, filed July 22, 2016 and incorporated herein by reference). *
|
|
|
|
10.37
|
|
Constellation Brands, Inc. Annual Management Incentive Plan, amended and restated as of July 27, 2012 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 27, 2012, filed July 31, 2012 and incorporated herein by reference). *#
|
|
|
|
10.38
|
|
Supplemental Executive Retirement Plan of the Company (filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 1999 and incorporated herein by reference). *#
|
|
|
|
10.39
|
|
First Amendment to the Company’s Supplemental Executive Retirement Plan (filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 1999 and incorporated herein by reference). *#
|
|
|
|
10.40
|
|
Second Amendment to the Company’s Supplemental Executive Retirement Plan (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2001 and incorporated herein by reference). *#
|
|
|
|
10.41
|
|
Third Amendment to the Company’s Supplemental Executive Retirement Plan (filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated April 7, 2005, filed April 13, 2005 and incorporated herein by reference). *#
|
|
|
|
10.42
|
|
2005 Supplemental Executive Retirement Plan of the Company (filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated April 7, 2005, filed April 13, 2005 and incorporated herein by reference). *#
|
|
|
|
10.43
|
|
First Amendment to the Company’s 2005 Supplemental Executive Retirement Plan (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2007 and incorporated herein by reference). *#
|
|
|
|
10.44
|
|
Second Amendment to the Company’s 2005 Supplemental Executive Retirement Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2013 and incorporated herein by reference). *
|
|
|
|
10.45
|
|
Amended and Restated Guarantee Agreement, dated as of June 7, 2013, made by the subsidiaries of the Company 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 Credit Agreement (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).
|
|
|
|
10.46
|
|
Cross-Guarantee Agreement, dated as of March 10, 2016, by and among CIH International S.à r.l., CIH Holdings S.à r.l., and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2016, filed March 15, 2016 and incorporated herein by reference).
|
|
|
|
10.47
|
|
Amended and Restated Cross-Guarantee Agreement, dated as of October 13, 2016, by and among CIH International S.à r.l., CIH Holdings S.à r.l., CB International Finance S.à r.l., and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 13, 2016, filed October 18, 2016 and incorporated herein by reference).
|
|
|
|
10.48
|
|
Form of U.S. Pledge Agreement (filed as Exhibit D-1 to 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).
|
|
|
|
10.49
|
|
Form of Luxembourg Equity Pledge Agreement (filed as Exhibit D-2 to 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).
|
|
|
|
10.50
|
|
Form of Luxembourg PEC Pledge Agreement (filed as Exhibit D-3 to 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).
|
|
|
|
10.51
|
|
Form of Barbados Charge Over Shares (filed as Exhibit D-4 to 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).
|
|
|
|
10.52
|
|
Form of Mexican Pledge Agreement (filed as Exhibit 10.60 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2016 and incorporated herein by reference).
|
|
|
|
10.53
|
|
Form of Executive Employment Agreement between Constellation Brands, Inc. and its Chairman of the Board and its President and Chief Executive Officer (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated and filed May 21, 2008, and incorporated herein by reference). *#
|
|
|
|
10.54
|
|
Form of Executive Employment Agreement between Constellation Brands, Inc. and its Other Executive Officers (other than Messrs. Wright, Hackett, Kane, Newlands and Klein) (filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated and filed May 21, 2008 and incorporated herein by reference). *#
|
|
|
|
10.55
|
|
Executive Employment Agreement dated November 19, 2010, between Constellation Brands, Inc. and John Ashforth Wright (filed as Exhibit 10.54 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2012 and incorporated herein by reference). *#
|
|
|
|
10.56
|
|
Executive Employment Agreement effective as of August 1, 2016, between Constellation Brands Canada, Inc. and John A. Wright (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 14, 2016, filed June 15, 2016 and incorporated herein by reference). *
|
|
|
|
10.57
|
|
Retention Bonus Agreement dated November 24, 2016 between Constellation Brands Canada, Inc. and John A. (Jay) Wright (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 24, 2016, filed November 28, 2016 and incorporated herein by reference). *
|
|
|
|
10.58
|
|
Executive Employment Agreement made as of June 17, 2013, among Crown Imports LLC, Constellation Brands, Inc., and William F. Hackett (filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2013 and incorporated herein by reference). *
|
|
|
|
10.59
|
|
Executive Employment Agreement dated February 27, 2017, among Crown Imports LLC, Constellation Brands, Inc., and William F. Hackett (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 25, 2017, filed February 28, 2017 and incorporated herein by reference). *
|
|
|
|
10.60
|
|
Executive Employment Agreement made as of June 17, 2013, between Constellation Brands, Inc. and Thomas M. Kane (filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2013 and incorporated herein by reference). *
|
|
|
|
10.61
|
|
Executive Employment Agreement made as of January 26, 2015, between Constellation Brands, Inc. and William A. Newlands (filed as Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference). *
|
|
|
|
10.62
|
|
Executive Employment Agreement made as of June 29, 2015, between Constellation Brands, Inc. and David Klein (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 29, 2015, filed July 2, 2015 and incorporated herein by reference). *
|
|
|
|
10.63
|
|
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). +
|
|
|
|
12.1
|
|
Statements re computation of ratios (filed herewith).
|
|
|
|
21.1
|
|
Subsidiaries of Company (filed herewith).
|
|
|
|
23.1
|
|
Consent of KPMG LLP (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).
|
|
|
|
99.1
|
|
Constellation Brands, Inc. 1989 Employee Stock Purchase Plan (amended and restated as of July 24, 2013) (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated July 24, 2013, filed July 26, 2013 and incorporated herein by reference). *
|
|
|
|
99.2
|
|
First Amendment, dated and effective April 25, 2016, to the Company’s 1989 Employee Stock Purchase Plan (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by reference). *
|
|
|
|
99.3
|
|
Stipulation and Order dated April 19, 2013, among Constellation Brands, Inc. Anheuser-Busch InBev SA/NV, Grupo Modelo, S.A.B. de C.V., and the Antitrust Division of the United States Department of Justice (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 19, 2013, filed April 19, 2013 and incorporated herein by reference).
|
|
|
|
99.4
|
|
Final Judgment filed with the United States District Court for the District of Columbia on October 24, 2013, together with Exhibits B and C (filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2013 and incorporated herein by reference).
|
|
|
|
101.1
|
|
The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of February 28, 2017 and February 29, 2016; (ii) Consolidated Statements of Comprehensive Income for the years ended February 28, 2017, February 29, 2016 and February 28, 2015; (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended February 28, 2017, February 29, 2016 and February 28, 2015; (iv) Consolidated Statements of Cash Flows for the years ended February 28, 2017, February 29, 2016 and February 28, 2015; and (v) Notes to Consolidated Financial Statements.
|
*
|
Designates management contract or compensatory plan or arrangement.
|
#
|
Company’s Commission File No. 001-08495. For filings prior to October
4, 1999, use Commission File No. 000-07570.
|
+
|
Portions of this exhibit were redacted pursuant to a confidential treatment request filed with and approved by the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
|
For the Fiscal Years Ended
|
||||||||||||||||||
|
February 28, 2017
|
|
February 29, 2016
|
|
February 28, 2015
|
|
February 28, 2014
|
|
February 28, 2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
2,093.4
|
|
|
$
|
1,501.2
|
|
|
$
|
1,179.6
|
|
|
$
|
2,202.3
|
|
|
$
|
516.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Plus fixed charges
|
356.7
|
|
|
332.3
|
|
|
352.3
|
|
|
337.5
|
|
|
239.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Less interest capitalized
|
(16.6
|
)
|
|
(12.7
|
)
|
|
(8.2
|
)
|
|
(0.9
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings, as adjusted
|
$
|
2,433.5
|
|
|
$
|
1,820.8
|
|
|
$
|
1,523.7
|
|
|
$
|
2,538.9
|
|
|
$
|
755.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on debt and capitalized leases, amortization of debt
issuance costs, and amortization of discount on debt
(b)
|
$
|
352.0
|
|
|
$
|
327.8
|
|
|
$
|
347.7
|
|
|
$
|
332.2
|
|
|
$
|
234.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest element of rentals
|
4.7
|
|
|
4.5
|
|
|
4.7
|
|
|
5.3
|
|
|
5.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges
|
$
|
356.7
|
|
|
$
|
332.3
|
|
|
$
|
352.4
|
|
|
$
|
337.5
|
|
|
$
|
239.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
6.8x
|
|
|
5.5x
|
|
|
4.3x
|
|
|
7.5x
|
|
|
3.2x
|
|
(a)
|
For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represent income before income taxes (adjusted, as appropriate, for equity in earnings of equity method investees) plus fixed charges less interest capitalized. “Fixed charges” consist of interest expensed and capitalized, amortization of debt issuance costs, amortization of discount on debt, and the portion of rental expense which management believes is representative of the interest component of lease expense.
|
(b)
|
The Company’s policy is to classify interest expense recognized on uncertain tax positions as income tax expense. The Company has excluded interest expense recognized on uncertain tax positions from the Ratio of Earnings to Fixed Charges.
|
SUBSIDIARIES OF CONSTELLATION BRANDS, INC.
|
|
As of March 1, 2017
|
|
|
|
|
PLACE OF
|
SUBSIDIARY
|
INCORPORATION/FORMATION
|
Accolade Wines Holdings Australia Pty Limited
1
|
Australian Capital Territory
|
Accolade Wines Holdings Europe Limited
1
|
England and Wales
|
ALCOFI Inc.
|
New York
|
Allberry, Inc.
|
California
|
BC Tenedora Inmobiliaria, S. de R.L. de C.V.
|
Mexico
|
Ballast Point Brewing & Spirits, Inc.
|
Delaware
|
Bebidas Espirituosas Constellation Mexico, S. de R.L. de C.V.
|
Mexico
|
Canandaigua B.V.
|
Netherlands
|
Canandaigua Limited
|
England and Wales
|
Catoctin Creek Distilling Company LLC
1
|
Virginia
|
CB Brand Strategies, LLC
|
Delaware
|
CB Brand Strategies II, LLC
|
Delaware
|
CB Cerveza Holdings S.à r.l.
|
Luxembourg
|
CB Cerveza Operations, S. de R.L. de C.V.
|
Mexico
|
CB Distilled Spirits LLC
|
Delaware
|
CB International Finance S.à r.l.
|
Luxembourg
|
CB Procurement LLC
|
Delaware
|
CB Spirits S.à r.l.
|
Luxembourg
|
CB Spirits Holdings S.à r.l.
|
Luxembourg
|
CBrands Mexico SA de CV
|
Mexico
|
CBMXL Servicios de Baja, S. de R.L. de C.V.
|
Mexico
|
CBUS Crew Holdings, Inc.
|
Delaware
|
CBV Ventures LLC
|
Delaware
|
CBW LLC
|
Delaware
|
CBZ LLC
|
Delaware
|
CG Holdings S.à r.l.
|
Luxembourg
|
CIC Holdings S.à r.l.
|
Luxembourg
|
CI Cerveza S.à r.l.
|
Luxembourg
|
CIH Holdings Mexico, S. de R.L. de C.V.
|
Mexico
|
CIH Holdings S.à r.l.
|
Luxembourg
|
CIH International S.à r.l.
|
Luxembourg
|
Clarion Spirits, LLC
1
|
Kentucky
|
Cloud Peak Corporation
|
California
|
Compañia Cervecera BC, S. de R.L. de C.V.
|
Mexico
|
Compañía Cervecera de Coahuila, S. de R.L. de C.V.
|
Mexico
|
Tradenames:
|
|
Cerveceria de Coahuila
|
|
Cerveceria Modelo
|
|
Compañía Cervecera de Obregón, S. de R.L. de C.V.
|
Mexico
|
Constellation Beers Ltd.
|
Maryland
|
Tradenames:
|
|
Constellation Services
|
|
Constellation Brands Beach Holdings, Inc.
|
Delaware
|
Constellation Brands Canada Holdings ULC
|
Nova Scotia
|
Constellation Brands España, S.L.U.
|
Spain
|
Constellation Brands Europe Trading S.à r.l.
|
Luxembourg
|
Constellation Brands Hong Kong Limited
|
Hong Kong
|
Constellation Brands International IBC, Inc.
|
Barbados
|
Constellation Brands New Zealand Limited
|
New Zealand
|
Tradenames:
|
|
Little Harvest Wines
|
|
The Peoples Wine
|
|
VNO Wines
|
|
Constellation Brands Sales Finance LLC
|
Delaware
|
Constellation Brands Schenley ULC
|
Alberta
|
Tradenames:
|
|
Danfield Canadian Whisky
|
|
Schenley Distilleries
|
|
The Black Velvet Distilling Company
|
|
Williams & Churchill Inc.
|
|
Constellation Brands (Shanghai) Business Consulting Co., Ltd.
|
Shanghai, China
|
Constellation Brands Singapore Pte. Ltd.
|
Singapore
|
Constellation Brands SMO, LLC
|
Delaware
|
Tradenames:
|
|
Spirits Marque One
|
|
Constellation Brands U.S. Operations, Inc.
|
New York
|
Tradenames:
|
|
3 Blind Moose Cellars
|
|
7 Moons Wine Co.
|
|
Alice White
|
|
Alice White Vineyards
|
|
Alice White Winery
|
|
Almaden Brandies
|
|
Almaden Imports
|
|
Almaden Vineyards
|
|
Arbor Mist Winery
|
|
Ariesse Champagne Cellars
|
|
Axia Wine Company
|
|
Baron Philippe de Rothschild Imports
|
|
Bear Cliff Cellars
|
|
Bear Cliff Vineyards
|
|
Belaire Creek Cellars
|
|
Black Box
|
|
Black Box Wines
|
|
Blackstone Cellars
|
|
Blackstone Winery
|
|
Blossom Hill Collection
|
|
Blossom Hill Vineyards
|
|
Blossom Hill Winery
|
|
Bota Box Vineyards
|
|
Braidenwood Estates
|
|
Brook Hollow
|
|
California Coast Winery
|
|
Callie Collection
|
|
Canandaigua Concentrate
|
|
Canandaigua West, Inc.
|
|
Caves Du Domaine
|
|
CB Vineyards
|
|
Cellars Crest Vineyards
|
|
Centerra Wine Company
|
|
Charlemont Vineyards
|
|
Chase-Limogere
|
|
Chateau LaSalle
|
|
Cheval Sauvage
|
|
Clos du Bois
|
|
Clos du Bois Estate Bottled Wines
|
|
Clos du Bois Estate Wines
|
|
Clos du Bois Vineyards
|
|
Clos du Bois Vineyards & Winery
|
|
Clos du Bois Vintners
|
|
Clos du Bois Wine Merchants
|
|
Clos du Bois Winery
|
|
Clos du Bois Winery & Vineyards
|
|
Clos du Bois Wines
|
|
Club Cellars
|
|
Club Import
|
|
Coastal Vintners
|
|
Constellation Brands
|
|
Constellation Imports
|
|
Constellation Wines U.S.
|
|
Cooks’ Cellars
|
|
Cook’s Champagne Cellars
|
|
Cooper & Thief Cellarmasters
|
|
Cribari & Sons
|
|
Cribari Cellars
|
|
Cribari Champagne Cellars
|
|
Cribari Winery
|
|
CWUS Imports
|
|
DC Flynt MW Selections
|
|
Deer Valley Vineyards
|
|
Delicato Cellars
|
|
Dunnewood Vineyards
|
|
Dunnewood Vineyards and Winery
|
|
Dunnewood Vineyards & Winery
|
|
Echo Falls Vineyards
|
|
Echo Falls Winery
|
|
Echo Grove Cellars
|
|
EC Vineyards
|
|
Estancia
|
|
Estancia Estate
|
|
Estancia Estates
|
|
Estancia Vineyards
|
|
Estancia Vineyards & Estates
|
|
Estancia Winery
|
|
Estate Cellars
|
|
Excelsior Wine & Spirits
|
|
FV Reserve
|
|
Farallon Vineyards
|
|
Forsythe Vineyards
|
|
Foxridge Cellars
|
|
Franciscan
|
|
Franciscan Estate
|
|
Franciscan Estate Wine Merchants
|
|
Franciscan Oakville Estate
|
|
Franciscan Vineyards
|
|
Franciscan Winery
|
|
Galleria Champagne Cellars
|
|
Hartley Cellars
|
|
Hayman & Hill
|
|
Hayman & Hill Vineyards
|
|
Hayman & Hill Wines
|
|
Heritage Village Cellars
|
|
Heritage Vineyards
|
|
Heublein
|
|
Heublein Cellars
|
|
Heublein Wines
|
|
Hidden Crush Vineyards
|
|
Hidden Crush Wines
|
|
Hoffman Grove
|
|
HRM Rex-Goliath Vineyards
|
|
HRM Rex-Goliath Winery
|
|
HRM Rex-Goliath! Wines
|
|
Inglenook Champagne Cellars
|
|
Inglenook Estate Cellars
|
|
Inglenook Vineyard Co.
|
|
Inglenook Vineyards Co.
|
|
Inglenook-Napa Valley
|
|
Inside Out Wines
|
|
International Cellars
|
|
J. Roget Champagne Cellars
|
|
Jakes Fault Winery
|
|
James Arthur Field Winery
|
|
K. Cider Co.
|
|
King’s Pass
|
|
La Terre
|
|
La Terre Cellars
|
|
La Terre Vineyards
|
|
La Terre Winery
|
|
Lodi Distribution Center
|
|
Longhorn Vineyards
|
|
Mt. Veeder Winegrowers
|
|
Mt. Veeder Winery
|
|
Madera Wineries & Distilleries
|
|
Manischewitz Vineyards
|
|
Marcus James
|
|
Marcus James Vineyards
|
|
Marcus James Winery
|
|
Mario Vincelli Cellars
|
|
Mark West Winery
|
|
Medallion Imports
|
|
Medallion Wine Imports
|
|
Meiomi Wines
|
|
Mendocino Vineyards
|
|
Milestone Winery
|
|
Mission Bell Winery
|
|
Mission Bell Wines
|
|
Monkey Bay
|
|
Motif Champagne Cellars
|
|
Nathanson Creek Cellars
|
|
Nathanson Creek Wine Cellar
|
|
Nathanson Creek Winery
|
|
Night Harvest Cellars
|
|
Nobilo Wines
|
|
North Lake Wines
|
|
Notable Wine Co.
|
|
No Wimpy Importers
|
|
Oakville Cellars
|
|
Oakville Vineyards
|
|
Ooh La La Wines
|
|
Paso Creek
|
|
Paul Garrett
|
|
Paul Masson Vineyards
|
|
Paul Masson Winery
|
|
Pinnacles Estate
|
|
Pinnacles Vineyard
|
|
Pinnacles Winery
|
|
Popcrush Wines
|
|
Primal Roots
|
|
Prospect Peak Cellars
|
|
PWP
|
|
R.H. Phillips
|
|
R.M.E., Inc.
|
|
Ravage Wines
|
|
Ravenswood
|
|
Ravenswood Winery
|
|
Red Guitar Winery
|
|
Rev Winery
|
|
Rex-Goliath Vineyards
|
|
Rex-Goliath Winery
|
|
Rex-Goliath Wines
|
|
Rio Vaca Vineyard
|
|
Rio Vaca Vineyards
|
|
River Oaks
|
|
River Oaks Agricorp
|
|
River Oaks Estate Bottled Wines
|
|
River Oaks Estates Vineyards
|
|
River Oaks Estates Wines
|
|
River Oaks Vineyards
|
|
River Oaks Vineyards & Winery
|
|
River Oaks Vintners
|
|
River Oaks Wine Merchants
|
|
River Oaks Winery
|
|
River Oaks Winery & Vineyards
|
|
River Oaks Wines
|
|
Robert James Ltd.
|
|
Robert Mondavi
|
|
Robert Mondavi/Baron Philippe de Rothchild
|
|
Robert Mondavi Coastal
|
|
Robert Mondavi Coastal Winery
|
|
Robert Mondavi Imports
|
|
Robert Mondavi Winery
|
|
Robert Mondavi Winery – Woodbridge
|
|
Robert Mondavi Woodbridge
|
|
Rusty Cage Wines
|
|
Rutherford Estate Cellars
|
|
Saint Regis Vineyards
|
|
Santa Lucia
|
|
Santa Lucia Cellars
|
|
Santa Lucia Co.
|
|
Santa Lucia Company
|
|
Santa Lucia Orchard
|
|
Santa Lucia Vineyard
|
|
Santa Lucia Vineyards
|
|
Santa Lucia Wine
|
|
Santa Lucia Wine Cellars
|
|
Santa Lucia Winery
|
|
Santa Lucia Wines
|
|
Sante Vineyards
|
|
Saved Wines
|
|
Shewan Jones
|
|
Simi Winery
|
|
Simply Naked Winery
|
|
Sky Rocket Wines
|
|
Sonoma Vendange
|
|
Sonoma Vendange Winery
|
|
Soul Catcher Cellars
|
|
St. Regis
|
|
St. Regis Cellars
|
|
St. Regis Vineyards
|
|
Ste. Pierre Smirnoff FLS
|
|
Stone Creek Cellars
|
|
Stonewall Canyon
|
|
Stonewall Canyon Cellars
|
|
Stonewall Canyon Creek
|
|
Stonewall Canyon Vineyards
|
|
Stonewall Canyon Winery
|
|
T.J. Swann Wines
|
|
Taco Diamonte
|
|
Talus
|
|
Talus Cellars
|
|
Talus Collection
|
|
Talus Vineyards
|
|
Talus Winery
|
|
Taylor California Cellars
|
|
The Dreaming Tree
|
|
The Jibe
|
|
The Jibe Wine Company
|
|
The Prisoner Wine Company
|
|
The R.H. Phillips Cellars
|
|
The R.H. Phillips Vineyard
|
|
Thorny Rose
|
|
Thorny Rose Wines
|
|
Toasted Head
|
|
Toasted Head Winery
|
|
Tom Gore Vineyards
|
|
Turner Road Cellars
|
|
Turner Road Vineyards
|
|
Turner Road Vintners
|
|
Turner Road Wines
|
|
Twin Fin
|
|
Twin Fin Wines
|
|
V.no Wines
|
|
Vaca Rio Olivos Vineyards
|
|
Vendange Wine Cellars
|
|
Via Firenze Vineyards
|
|
Vincor USA
|
|
Vintage Ink
|
|
W.W. Imports
|
|
Widmer California Vineyards
|
|
Wild Horse
|
|
Wild Horse Cellars
|
|
Wild Horse Co.
|
|
Wild Horse Company
|
|
Wild Horse Vineyard
|
|
Wild Horse Vineyards
|
|
Wild Horse Wine
|
|
Wild Horse Wine Cellar
|
|
Wild Horse Wine Cellars
|
|
Wild Horse Wine Co.
|
|
Wild Horse Wine Company
|
|
Wild Horse Winery
|
|
Wild Horse Winery & Vineyards
|
|
Wild Horse Winery and Vineyards
|
|
Wild Horse Wines
|
|
Woodbridge Vineyards
|
|
Woodbridge Winery
|
|
XYZin Winery
|
|
Zen of Zin Winery
|
|
Constellation Capital LLC
|
Delaware
|
Constellation Europe (Holdings) Limited
|
England and Wales
|
Constellation International CWI Holdings S.C.S.
|
Luxembourg
|
Constellation International Holdings Limited
|
New York
|
Constellation Leasing, LLC
|
New York
|
Constellation Marketing Services, Inc.
|
Delaware
|
Constellation Services LLC
|
Delaware
|
Constellation Trading Company, Inc.
|
New York
|
CO Vidriera S.à r.l.
2
|
Luxembourg
|
Crew Wine Company LLC
1
|
California
|
Crown Imports LLC
|
Delaware
|
Tradenames:
|
|
Constellation Brands
|
|
Crown Imports
|
|
Monarch Import Company
|
|
Tocayo Brewing Company
|
|
Crown Sales Finance LLC
|
Delaware
|
CWI Holdings LLC
|
New York
|
Franciscan Vineyards, Inc.
|
Delaware
|
Tradenames:
|
|
Bernstein Vineyards
|
|
Blackstone Cellars
|
|
Blackstone Winery
|
|
Burr Vineyards
|
|
California Coast Winery
|
|
Carroll Vineyards
|
|
Caymus Cellars
|
|
Chantree
|
|
Clos du Bois
|
|
Constellation Brands
|
|
Constellation Imports
|
|
Cuttings Wharf Vineyards
|
|
CWUS Imports
|
|
DC Flynt MW Selections
|
|
Dickerson Vineyard Cellars
|
|
Domaine Madeline
|
|
Dreamboat Cellars
|
|
Dreamboat Vineyards
|
|
Dreamboat Winery
|
|
Drylands Wines
|
|
Duetto
|
|
Estancia
|
|
Estancia Estates
|
|
Estancia Vineyards
|
|
Estancia Vineyards & Estates
|
|
Estancia Winery
|
|
Franciscan
|
|
Franciscan Estate
|
|
Franciscan Estate Selections
|
|
Franciscan Estate Selections, Ltd.
|
|
Franciscan Estate Wine Merchants
|
|
Franciscan Oakville Estate
|
|
Franciscan Vineyards
|
|
Franciscan Vineyards, Inc.
|
|
Franciscan Winery
|
|
Friars’ Table
|
|
FV Reserve
|
|
Goldfields
|
|
Greenbrier Vineyards
|
|
Groth Vineyards
|
|
Hayman & Hill Wines
|
|
HRM Rex-Goliath Vineyards
|
|
HRM Rex-Goliath Winery
|
|
HRM Rex-Goliath! Wines
|
|
Icon Estates
|
|
J. Emerson
|
|
Kim Crawford Wines
|
|
Mathis Wine
|
|
Michael’s
|
|
Moltepulciano
|
|
Monte Verde
|
|
Mt. Veeder Winegrowers
|
|
Mt. Veeder Winery
|
|
Nap Val Winery
|
|
Nobilo Wines
|
|
No Wimpy Importers
|
|
Oakmont Vineyards
|
|
Oakville Estate
|
|
Paso Creek
|
|
Peter Mathis Wines
|
|
Pickle Canyon Vineyards
|
|
Pina Wine Cellars
|
|
Pinnacles Estate
|
|
Pinnacles Vineyard
|
|
Pinnacles Winery
|
|
Press-Oak Cellars
|
|
Press-Oak Vineyards
|
|
Press-Oak Winery
|
|
Ravenswood
|
|
Ravenswood Winery
|
|
Redwood Coast Winery
|
|
Redwood Creek Vineyards
|
|
Rio Vaca Vineyard
|
|
Rio Vaca Vineyards
|
|
River Glen Vineyards
|
|
Robert Mondavi
|
|
Round Hill Vineyards
|
|
Ruffino Import Company
|
|
Ruffino Imports
|
|
Silver Oak Cellars
|
|
Simi Winery
|
|
Simi Winescapes
|
|
Smothers Brothers Wines
|
|
Spring Creek Vineyards
|
|
Stonewall Canyon
|
|
Stonewall Canyon Cellars
|
|
Stonewall Canyon Creek
|
|
Stonewall Canyon Vineyards
|
|
Stonewall Canyon Winery
|
|
Tantalus
|
|
The Prisoner Wine Company
|
|
Toasted Head Winery
|
|
Tree Press Cellar
|
|
Turtle Cellars
|
|
Vaca Rio Olivos Vineyards
|
|
Villa Caporicci
|
|
Vina Caliterra
|
|
Vineone
|
|
Vino Bambino
|
|
Vintage Ink
|
|
Wild Cat Cellars
|
|
William Scheffler Estates
|
|
Willow Creek Cellars
|
|
Winescapes
|
|
Götene Västerby 1:263 AB
1
|
Sweden
|
High West Distillery, LLC
|
Utah
|
High West Holdings, LLC
|
Delaware
|
High West Properties, LLC
|
Utah
|
High West Saloon, LLC
|
Utah
|
Home Brew Mart, Inc.
|
California
|
Tradenames:
|
|
Ballast Point
|
|
Industria Vidriera de Coahuila, S. de R.L. de C.V.
3
|
Mexico
|
Kikowhero Partnership
1
|
New Zealand
|
Kim Crawford Wines Limited
|
New Zealand
|
L.O. Smith AB
1
|
Sweden
|
Manor Park Cellars Limited
|
England and Wales
|
National Liquor Distributors Limited
|
New Zealand
|
Nelson’s Green Brier Distillery, LLC
1
|
Delaware
|
Tradenames:
|
|
Belle Meade Distillery
|
|
Green Brier Distillery Co
|
|
Marathon Distilling Company
|
|
Marathon Whiskey Company
|
|
Music City Whiskey
|
|
Nelson’s Distillery Co.
|
|
Nelson’s Green Brier
|
|
Robertson County Distilling Company
|
|
Robertson County Whiskey Company
|
|
Tennessee Whiskey Company
|
|
Whiskey 615
|
|
Nobilo Holdings
|
New Zealand
|
Nobilo Vintners Limited
|
New Zealand
|
Nobilo Wines Limited
|
New Zealand
|
Opus One Winery LLC
1
|
Delaware
|
RMD Acquisition Corp.
|
Delaware
|
Robert Mondavi Europe GmbH
|
Germany
|
Robert Mondavi Investments
|
California
|
Ruffino S.r.l.
|
Italy
|
Tradenames:
|
|
I.L. Ruffino 1877 Srl
|
|
Chianti Ruffino Srl
|
|
Toscovini Srl
|
|
Schenley Holdings S.à r.l.
|
Luxembourg
|
Selaks Wines Limited
|
New Zealand
|
Servicios Modelo de Coahuila, S. de R.L. de C.V.
|
Mexico
|
Springfield Partnership
1
|
New Zealand
|
Stanton South LLC
1
|
Illinois
|
Tradenames:
|
|
Crafthouse Cocktails
|
|
Tenute Ruffino S.r.l. Società Agricola
|
Italy
|
Tradenames:
|
|
Ruffino Estates Srl
|
|
Tenimenti Ruffino Srl
|
|
Tenute Ruffino S.r.l.
|
|
Tenute Agricole Ruffino S.r.l.
|
|
The Bardstown Bourbon Company, LLC
1
|
Kentucky
|
The Hogue Cellars, Ltd.
|
Washington
|
Tradenames:
|
|
3 Blind Moose Cellars
|
|
Big O Wine Company
|
|
Buffalo Ridge Wine Cellars
|
|
Constellation Brands
|
|
Genesis
|
|
Hayman & Hill Wines
|
|
Hogue
|
|
Hogue Cellars
|
|
Hogue Cellars, Ltd.
|
|
Horse Heaven Hills Wine
|
|
Latitudes Wine Company
|
|
Millennium
|
|
Olympic Cellars
|
|
Pacific Rim Winemakers
|
|
Paul Thomas
|
|
Peninsula
|
|
Pepper Bridge
|
|
Pepper Bridge Vineyard
|
|
Pontin Del Roza
|
|
Redwood Grove
|
|
Roza Estates Winery
|
|
Rusty Cage Wines
|
|
Salmon Harbor
|
|
Salmon Harbor Wine Cellars
|
|
Sawtooth Winery
|
|
Silver Falls
|
|
Sunridge Winery
|
|
The Magnificent Wine Company
|
|
Thorny Rose
|
|
Thorny Rose Wines
|
|
Thurston Wolfe Cellars
|
|
Washington Vineyards
|
|
Watchdog Rock Cellars
|
|
The Robert Mondavi Company II LLC
|
Delaware
|
The Robert Mondavi Corporation
|
California
|
Valleyfield Vineyard Partnership
1
|
New Zealand
|
Vidriera Holdings S.à r.l.
3
|
Luxembourg
|
Vincor Finance, LLC
|
Delaware
|
Wicer, LLC
1
|
Delaware
|
|
|
In addition to the tradenames listed above, which are used by subsidiaries of the registrant, the registrant uses the following tradenames:
|
|
Alice White
|
|
Arbor Mist
|
|
Arbor Mist Winery
|
|
Aurora Valley Vineyards
|
|
Batavia Wine Cellars
|
|
Bisceglia Brothers Wine Co.
|
|
Black Box Wines
|
|
Black Velvet Import Co.
|
|
Bramble & Vine Cellars
|
|
Bristol Hills Wine Company
|
|
Canandaigua Champagne Cellars
|
|
Canandaigua Industries Co.
|
|
Canandaigua Wine Company
|
|
Carolina Wine Co.
|
|
Casa Noble Imports
|
|
Casata Vineyards
|
|
Caves du Domaine
|
|
CBI, Inc.
|
|
CDB Travel
|
|
Charles Jacquin Vineyards Co.
|
|
Chateau Donay Wine Cellars
|
|
Chateau Luzerne Vintners Co.
|
|
Chateau Martin Company
|
|
Chelsea Wine Company
|
|
Cisco Wine Company
|
|
Cisco Wine Co.
|
|
Classic Marketing Co.
|
|
Constellation Imports
|
|
Constellation Spirits
|
|
Constellation Spirits and Specialty Wines
|
|
Constellation Wines U.S.
|
|
Cook’s Champagne Cellars
|
|
Cook’s Sparkling Wine Cellars
|
|
Cribari & Sons
|
|
Cribari Cellars
|
|
Cribari Champagne Cellars
|
|
Cribari Winery
|
|
Crystal Wine Cellars
|
|
Dixie Wine Company
|
|
DNA ENTERPRISES
|
|
Dunnewood Vineyards & Winery
|
|
Eastern Wine Company
|
|
F. Heinrich Wine Cellars
|
|
Finger Lakes Wine Company
|
|
Gay Page Wine Cellars
|
|
Global Wine Co.
|
|
Gold Seal Vineyards
|
|
Gold Vine Winery
|
|
Golden Age Wine Cellars
|
|
Great Western Winery
|
|
Guild Wineries & Distilleries
|
|
Hammondsport Wine Company
|
|
HRM Rex-Goliath Vineyards
|
|
HRM Rex-Goliath Winery
|
|
Italian Swiss Colony
|
|
J. Roget Champagne Cellars
|
|
John MacNaughton Co.
|
|
K.C. Arey & Co.
|
|
King Solomon Wine Co.
|
|
Kings Wine Co.
|
|
La Domaine
|
|
La Petite Wine Cellars
|
|
Lake Island Champagne Cellars
|
|
Manischewitz Wine Company
|
|
Marcus James Winery
|
|
Margo Vintners
|
|
Marvino Wine Company
|
|
Masada Wine Company
|
|
McMaster Import Co.
|
|
Medallion Wine Imports
|
|
Melody Hill Vintners
|
|
Monarch Wine Co.
|
|
Monarch Wine Imports
|
|
Monte Carlo Champagne Cellars
|
|
Moselweinhaus Import Company
|
|
Mother Vineyard Wine Co.
|
|
Moulin Rouge Champagne Cellars
|
|
M-R Champagne Co.
|
|
New York State Wine Company
|
|
Old Rabbinical Bottling Co.
|
|
Paul Garrett
|
|
Paul Masson
|
|
Paul Masson Winery
|
|
Pol D’Argent Import Company
|
|
Premium Champagne Company
|
|
Red Guitar Winery
|
|
Reserve Du Domaine Vineyard
|
|
Richards Champagne Cellars
|
|
Richards Fils Et Cie Wineries
|
|
Richards Wine Company
|
|
Rosatello Wines
|
|
Sangria Más Wines
|
|
Satin Rose Wine Co.
|
|
Schenley Distributors
|
|
Sky Rocket Wines
|
|
Skyrocket Wines
|
|
Southland Wine Co.
|
|
Spirits Marque One
|
|
Sun Country Cellars
|
|
Taylor California Cellars
|
|
Taylor Country Cellars
|
|
Taylor Wine Cellars
|
|
Taylor Wine Company
|
|
The California Cellars of Chase-Limogere
|
|
The Great Western Winery
|
|
The Taylor Wine Company
|
|
The Taylor Wine Company, Inc.
|
|
Tiger Wine Co.
|
|
Trance Winery
|
|
Upper Bay Wine Cellars
|
|
Vendage Wine Cellars
|
|
Vine Valley Winery
|
|
Vineyard to Wine Cellars
|
|
Virginia Dare Wine Company
|
|
Wheeler Wine Cellars
|
|
Wild Irish Rose Wine Company
|
|
Wilen Brothers Co.
|
|
Wilen Wine Co.
|
|
Winedale Vineyards
|
|
Woodbridge Winery
|
|
1
|
Less than wholly-owned entity; financial results of this entity are not consolidated with those of the registrant.
|
2
|
Less than wholly-owned entity; financial results of this entity are consolidated with those of the registrant.
|
3
|
Entity is wholly-owned by an entity which is less than wholly-owned by the registrant but the financial results of this entity’s parent or parents, as applicable, are consolidated with those of the registrant.
|
/s/ Robert Sands
|
Robert Sands
|
President and Chief Executive Officer
|
/s/ David Klein
|
David Klein
|
Executive Vice President and
|
Chief Financial Officer
|
Dated:
|
April 27, 2017
|
/s/ Robert Sands
|
|
Robert Sands,
President and Chief Executive Officer
|
Dated:
|
April 27, 2017
|
/s/ David Klein
|
|
|
David Klein,
Executive Vice President and
Chief Financial Officer
|