(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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¨
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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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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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leveraging our leading position in total beverage alcohol and our scale with wholesalers and retailers to expand distribution of our product portfolio and to provide for 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 and innovation activities;
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•
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positioning ourselves for success with consumer-led products that identify, meet and stay ahead of evolving consumer trends and market dynamics;
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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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Corporate Operations and Other Segment
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||||
Canopy Growth Corporation investments
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November
2018
and
June 2018
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Investment in Ontario, Canada-based public company; leading provider of medicinal and recreationally legal cannabis products; supported our long-term strategy to identify, meet and stay ahead of evolving consumer trends and market dynamics.
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Beer Segment
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Four Corners acquisition
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July
2018
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Portfolio of high-quality, dynamic and bicultural, Texas-based craft beers; strengthened our position in the high-end segment of the U.S. beer market.
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For the Year Ended February 28, 2019
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% of
Net Sales
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For the Year Ended February 28, 2018
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% of
Net Sales |
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For the Year Ended February 28, 2017
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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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5,202.1
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64.1
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%
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$
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4,660.4
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61.5
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%
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$
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4,227.3
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57.7
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%
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Wine and Spirits:
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Wine
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2,532.5
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31.2
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%
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2,556.3
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33.7
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%
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2,732.7
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37.4
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%
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Spirits
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381.4
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4.7
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%
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363.6
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4.8
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%
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361.1
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4.9
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%
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Total Wine and Spirits
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2,913.9
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35.9
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%
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2,919.9
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38.5
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%
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3,093.8
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42.3
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%
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|||
Consolidated Net Sales
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$
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8,116.0
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$
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7,580.3
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|
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$
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7,321.1
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|
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Corona Brand Family
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Modelo Brand Family
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Other Import Brands
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●
Corona Extra
●
Corona Premier
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Corona Familiar
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Corona Light
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●
Modelo Especial
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Modelo Negra
●
Modelo Chelada
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●
Pacifico
●
Victoria
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Beer
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Anheuser-Busch InBev, Molson Coors, Heineken, Pabst Brewing Company, The Boston Beer Company, Mark Anthony
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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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Robert Sands
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60
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Executive Chairman of the Board
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Richard Sands
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68
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Executive Vice Chairman of the Board
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William A. Newlands
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60
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President and Chief Executive Officer
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James O. Bourdeau
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54
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Executive Vice President, General Counsel and Secretary
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F. Paul Hetterich
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56
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Executive Vice President and President, Beer Division
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Thomas M. Kane
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58
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Executive Vice President and Chief Human Resources Officer
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David Klein
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55
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Executive Vice President and Chief Financial Officer
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James A. Sabia, Jr.
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57
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Executive Vice President and Chief Marketing Officer
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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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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 regarding contract enforcement, intellectual property rights, real property rights, and liability issues; and
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•
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inadequate levels of compliance with applicable anti-bribery laws, including the Foreign Corrupt Practices Act.
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•
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our inability to maintain or increase prices;
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•
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new entrants in our market or categories;
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•
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the decision of wholesalers, retailers or consumers to purchase competitors’ products instead of ours; or
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•
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a general decline in beverage alcohol consumption due to consumer dietary preference changes or consumers substituting legalized marijuana or other similar products in lieu of beverage alcohol.
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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 stricter laws relating to driving while under the influence of alcohol;
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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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our ability to obtain financing for future working capital needs or investments/acquisitions or other purposes may be limited;
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•
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our funds available for operations, expansions and construction, 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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actual or anticipated fluctuations in Canopy’s reported results of operations;
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•
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recommendations by securities analysts;
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•
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changes in the market valuations of companies in the industry in which Canopy operates;
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•
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announcement of developments and material events by Canopy or its competitors;
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•
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fluctuations in the costs of vital production materials and services;
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•
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addition or departure of Canopy executive officers or other key personnel;
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•
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news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in Canopy’s industry or target markets;
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•
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regulatory changes affecting the cannabis industry generally and Canopy’s business and operations; and
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•
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administrative obligations associated with Health Canada requirements and compliance with all associated rules and regulations including, but not limited to, the Canadian
Cannabis Act
.
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•
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a perceived failure to maintain high ethical, social and environmental standards for all 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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allegations that we, or persons associated with us or formerly associated with us, have violated applicable laws or regulations, including but not limited to those related to safety, employment, discrimination, harassment, whistle-blowing, privacy, or cyber-security;
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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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efforts that are perceived as insufficient to promote the responsible use of alcohol or cannabis.
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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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2
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8
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Mexico
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2
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Total breweries
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4
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8
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Glass production plant
(1)
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Mexico
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1
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Warehouse, distribution and other production facilities
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U.S.
|
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32
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Mexico
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1
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5
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Total warehouse, distribution and other production facilities
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1
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|
37
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Total Beer Segment
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6
|
|
45
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Wine and Spirits Segment
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Wineries
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U.S.
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California
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14
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2
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New York
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1
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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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Italy
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1
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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.
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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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Warehouse, distribution and other production facilities
|
|
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U.S.
|
|
|
6
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Canada
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|
|
1
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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
|
1
|
|
15
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Total Wine and Spirits Segment
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23
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|
23
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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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For the Years Ended
|
||||||||||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017
(1)
|
|
February 29,
2016 |
|
February 28,
2015 |
||||||||||
(in millions, except per share data)
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|
|
|
|
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||||||||||
Sales
|
$
|
8,884.3
|
|
|
$
|
8,322.1
|
|
|
$
|
8,051.2
|
|
|
$
|
7,223.8
|
|
|
$
|
6,672.1
|
|
Excise taxes
|
(768.3
|
)
|
|
(741.8
|
)
|
|
(730.1
|
)
|
|
(675.4
|
)
|
|
(644.1
|
)
|
|||||
Net sales
|
8,116.0
|
|
|
7,580.3
|
|
|
7,321.1
|
|
|
6,548.4
|
|
|
6,028.0
|
|
|||||
Cost of product sold
|
(4,035.7
|
)
|
|
(3,767.8
|
)
|
|
(3,802.1
|
)
|
|
(3,606.1
|
)
|
|
(3,449.4
|
)
|
|||||
Gross profit
|
4,080.3
|
|
|
3,812.5
|
|
|
3,519.0
|
|
|
2,942.3
|
|
|
2,578.6
|
|
|||||
Selling, general and administrative expenses
(2) (3)
|
(1,668.1
|
)
|
|
(1,532.7
|
)
|
|
(1,392.4
|
)
|
|
(1,177.2
|
)
|
|
(1,078.4
|
)
|
|||||
Gain on sale of business
|
—
|
|
|
—
|
|
|
262.4
|
|
|
—
|
|
|
—
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|
|||||
Operating income
|
2,412.2
|
|
|
2,279.8
|
|
|
2,389.0
|
|
|
1,765.1
|
|
|
1,500.2
|
|
|||||
Income from unconsolidated investments
(4)
|
2,101.6
|
|
|
487.2
|
|
|
27.3
|
|
|
51.1
|
|
|
21.5
|
|
|||||
Interest expense
|
(367.1
|
)
|
|
(332.0
|
)
|
|
(333.3
|
)
|
|
(313.9
|
)
|
|
(337.7
|
)
|
|||||
Loss on extinguishment of debt
(5)
|
(1.7
|
)
|
|
(97.0
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
(4.4
|
)
|
|||||
Income before income taxes
|
4,145.0
|
|
|
2,338.0
|
|
|
2,083.0
|
|
|
1,501.2
|
|
|
1,179.6
|
|
|||||
Provision for income taxes
(6)
|
(685.9
|
)
|
|
(22.7
|
)
|
|
(550.3
|
)
|
|
(440.6
|
)
|
|
(343.4
|
)
|
|||||
Net income
|
3,459.1
|
|
|
2,315.3
|
|
|
1,532.7
|
|
|
1,060.6
|
|
|
836.2
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
(23.2
|
)
|
|
(11.9
|
)
|
|
(4.1
|
)
|
|
(5.7
|
)
|
|
3.1
|
|
|||||
Net income attributable to CBI
|
$
|
3,435.9
|
|
|
$
|
2,303.4
|
|
|
$
|
1,528.6
|
|
|
$
|
1,054.9
|
|
|
$
|
839.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share attributable to CBI:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic – Class A Common Stock
|
$
|
18.24
|
|
|
$
|
11.96
|
|
|
$
|
7.76
|
|
|
$
|
5.42
|
|
|
$
|
4.40
|
|
Basic – Class B Convertible Common Stock
|
$
|
16.57
|
|
|
$
|
10.86
|
|
|
$
|
7.04
|
|
|
$
|
4.92
|
|
|
$
|
4.00
|
|
Diluted – Class A Common Stock
|
$
|
17.57
|
|
|
$
|
11.47
|
|
|
$
|
7.49
|
|
|
$
|
5.18
|
|
|
$
|
4.17
|
|
Diluted – Class B Convertible Common Stock
|
$
|
16.21
|
|
|
$
|
10.59
|
|
|
$
|
6.90
|
|
|
$
|
4.79
|
|
|
$
|
3.83
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A Common Stock
|
$
|
2.96
|
|
|
$
|
2.08
|
|
|
$
|
1.60
|
|
|
$
|
1.24
|
|
|
$
|
—
|
|
Class B Convertible Common Stock
|
$
|
2.68
|
|
|
$
|
1.88
|
|
|
$
|
1.44
|
|
|
$
|
1.12
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
29,231.5
|
|
|
$
|
20,538.7
|
|
|
$
|
18,602.4
|
|
|
$
|
16,965.0
|
|
|
$
|
15,093.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current maturities
|
$
|
12,825.0
|
|
|
$
|
9,439.9
|
|
|
$
|
8,631.6
|
|
|
$
|
7,672.9
|
|
|
$
|
7,244.1
|
|
(1)
|
In December 2016, we completed the Canadian Divestiture and recognized a gain on sale of business (refer to Note
2
of the Notes to the Financial Statements for additional discussion).
|
(2)
|
Includes impairment of intangible assets of $108.0 million, $86.8 million and $46.0 million for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, respectively (refer to Note
7
of the Notes to the Financial Statements for additional discussion).
|
(3)
|
Includes a net gain in connection with the sale of our Accolade Wine Investment of $99.8 million for the year ended February 28, 2019 (refer to Note
2
of the Notes to the Financial Statements for additional discussion).
|
(4)
|
Includes unrealized net gain from the changes in fair value of the Canopy securities measured at fair value of
$1,971.2 million
and
$464.3 million
for the years ended February 28, 2019, and February 28, 2018, respectively (refer to Note
7
of the Notes to the Financial Statements for additional discussion).
|
(5)
|
Consists of a make-whole payment of
$73.6 million
in connection with the early redemption of our April 2012 senior notes and the write-off of debt issuance costs of
$23.4 million
in connection with prior-to-maturity repayments of various debt obligations for the year ended February 28, 2018 (refer to Note
12
of the Notes to the Financial Statements for additional discussion).
|
(6)
|
Includes a provisional net income tax benefit of $351.2 million for the year ended February 28, 2018, associated with the December 2017 enactment of the TCJ Act (refer to Note
13
of the Notes to the Financial Statements for additional discussion).
|
•
|
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 recent developments, investments, 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 and policies.
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 to provide for cross promotional opportunities;
|
•
|
strengthening relationships with wholesalers and retailers by providing consumer and beverage alcohol insights;
|
•
|
investing in brand building and innovation activities;
|
•
|
positioning ourselves for success with consumer-led products that identify, meet and stay ahead of evolving consumer trends and market dynamics;
|
•
|
realizing operating efficiencies through expanding and enhancing production capabilities and maximizing asset utilization; and
|
•
|
developing employees to enhance performance in the marketplace.
|
|
Net Sales
|
|
Gross Profit
|
|
Marketing
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Wine and Spirits segment results
|
$
|
1,106.7
|
|
|
$
|
419.5
|
|
|
$
|
30.5
|
|
Date of
Investment
|
|
Investment
Acquired
|
|
Purchase
Price
|
|
Method of
Accounting
|
||
(in millions)
|
|
|
|
|
|
|
||
Nov 2017
|
|
Common shares
|
|
$
|
130.1
|
|
|
Fair value / equity method
(1)
|
Nov 2017
|
|
Warrants
|
|
61.2
|
|
|
Fair value
|
|
|
|
|
|
$
|
191.3
|
|
|
|
|
|
|
|
|
|
|
||
June 2018
|
|
Convertible debt securities
|
|
$
|
150.5
|
|
|
Fair value
|
|
|
|
|
|
|
|
||
Nov 2018
|
|
Common shares
|
|
$
|
2,740.3
|
|
|
Equity method
|
Nov 2018
|
|
Warrants
|
|
1,146.8
|
|
|
Fair value
|
|
|
|
|
|
$
|
3,887.1
|
|
(2)
|
Date of
Investment
|
|
Investment
|
|
Fiscal 2019
|
|
Fiscal 2018
|
||||
(in millions)
|
|
|
|
|
|
|
||||
Nov 2017
|
|
Common shares
(1)
|
|
$
|
292.5
|
|
|
$
|
272.3
|
|
Nov 2017
|
|
Warrants
|
|
465.5
|
|
|
192.0
|
|
||
June 2018
|
|
Convertible debt securities
|
|
55.5
|
|
|
—
|
|
||
Nov 2018
|
|
Warrants
|
|
1,157.7
|
|
|
—
|
|
||
|
|
|
|
$
|
1,971.2
|
|
|
$
|
464.3
|
|
(1)
|
Accounted for at fair value from the date of investment in November 2017 through October 31, 2018. Accounted for under the equity method from November 1, 2018 (refer to Note
10
of the Financial Statements).
|
(2)
|
I
ncludes
$17.2 million
of direct acquisition costs capitalized under the equity method cost accumulation model. Excludes
$7.3 million
of direct acquisition costs associated with the investment in warrants which are expensed as incurred in selling, general and administrative expenses. See “Financial Liquidity and Capital Resources
–
General” for a discussion of financing for this transaction.
|
|
Net Sales
|
|
Gross Profit
|
|
Depreciation and Amortization
|
|
Operating Income
|
|
Income Before Income Taxes
|
|
Cash Flows From Operating Activities
|
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated results
(1)
|
$
|
311.2
|
|
|
$
|
131.2
|
|
|
$
|
9.1
|
|
|
$
|
49.8
|
|
|
$
|
46.6
|
|
|
$
|
47.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wine and Spirits segment results
(1)
|
$
|
311.2
|
|
|
$
|
131.2
|
|
|
$
|
9.1
|
|
|
$
|
50.1
|
|
|
|
|
|
(1)
|
Amounts have not been adjusted to reflect the adoption of the amended guidance for revenue recognition as the impact is not deemed material. Additionally, the Wine and Spirits segment results do not include the impact of comparable adjustments (see “Comparable Adjustments” below).
|
•
|
Our results of operations benefited primarily from continued improvements within the Beer segment, an unrealized net gain from the changes in fair value of our investments in Canopy and a net gain on the sale of the Accolade Wine Investment.
|
•
|
Net sales
increased
7%
primarily due to an increase in Beer net sales driven predominantly by volume growth and a favorable impact from pricing within our Mexican beer portfolio.
|
•
|
Operating income
increased
6%
largely
due to the net sales volume growth and favorable impact from pricing within our Mexican beer portfolio. Operating income growth was tempered by planned increases in marketing spend and higher cost of product sold across both the Beer and Wine and Spirits segments.
|
•
|
Net income attributable to CBI and diluted net income per common share attributable to CBI
increased
significantly primarily due to the factors discussed above.
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Cost of product sold
|
|
|
|
|
|
||||||
Accelerated depreciation
|
$
|
(8.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Settlements of undesignated commodity derivative contracts
|
(8.6
|
)
|
|
2.3
|
|
|
23.4
|
|
|||
Flow through of inventory step-up
|
(4.9
|
)
|
|
(18.7
|
)
|
|
(20.1
|
)
|
|||
Loss on inventory write-down
|
(3.3
|
)
|
|
(19.1
|
)
|
|
—
|
|
|||
Net gain on undesignated commodity derivative contracts
|
1.8
|
|
|
7.4
|
|
|
16.3
|
|
|||
Other losses
|
(6.0
|
)
|
|
—
|
|
|
(2.2
|
)
|
|||
Total cost of product sold
|
(29.9
|
)
|
|
(28.1
|
)
|
|
17.4
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Impairment of intangible assets
|
(108.0
|
)
|
|
(86.8
|
)
|
|
(37.6
|
)
|
|||
Net loss on foreign currency derivative contracts associated with acquisition of investment
|
(32.6
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring and other strategic business development costs
|
(17.1
|
)
|
|
(14.0
|
)
|
|
(0.9
|
)
|
|||
Deferred compensation
|
(16.3
|
)
|
|
—
|
|
|
—
|
|
|||
Transaction, integration and other acquisition-related costs
|
(10.2
|
)
|
|
(8.1
|
)
|
|
(14.2
|
)
|
|||
Loss on contract termination
|
—
|
|
|
(59.0
|
)
|
|
—
|
|
|||
Costs associated with the Canadian Divestiture and related activities
|
—
|
|
|
(3.2
|
)
|
|
(20.4
|
)
|
|||
Other gains (losses)
|
10.1
|
|
|
10.5
|
|
|
(2.6
|
)
|
|||
Total selling, general and administrative expenses
|
(174.1
|
)
|
|
(160.6
|
)
|
|
(75.7
|
)
|
|||
|
|
|
|
|
|
||||||
Gain on sale of business
|
—
|
|
|
—
|
|
|
262.4
|
|
|||
Comparable Adjustments, Operating income (loss)
|
$
|
(204.0
|
)
|
|
$
|
(188.7
|
)
|
|
$
|
204.1
|
|
|
|
|
|
|
|
||||||
Income (loss) from unconsolidated investments
|
$
|
2,084.9
|
|
|
$
|
452.6
|
|
|
$
|
(1.7
|
)
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Beer
|
$
|
5,202.1
|
|
|
$
|
4,660.4
|
|
|
$
|
541.7
|
|
|
12
|
%
|
Wine and Spirits:
|
|
|
|
|
|
|
|
|||||||
Wine
|
2,532.5
|
|
|
2,556.3
|
|
|
(23.8
|
)
|
|
(1
|
%)
|
|||
Spirits
|
381.4
|
|
|
363.6
|
|
|
17.8
|
|
|
5
|
%
|
|||
Total Wine and Spirits
|
2,913.9
|
|
|
2,919.9
|
|
|
(6.0
|
)
|
|
—
|
%
|
|||
Consolidated net sales
|
$
|
8,116.0
|
|
|
$
|
7,580.3
|
|
|
$
|
535.7
|
|
|
7
|
%
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions, branded product, 24-pack, 12-ounce case equivalents)
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
5,202.1
|
|
|
$
|
4,660.4
|
|
|
$
|
541.7
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|||||||
Shipment volume
|
294.1
|
|
|
268.0
|
|
|
|
|
9.7
|
%
|
||||
|
|
|
|
|
|
|
|
|||||||
Depletion volume
(1)
|
|
|
|
|
|
|
8.8
|
%
|
(1)
|
Depletions represent distributor shipments of our respective branded products to retail customers, based on third-party data.
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions, branded product, 9-liter case equivalents)
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
2,913.9
|
|
|
$
|
2,919.9
|
|
|
$
|
(6.0
|
)
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|||||||
Shipment volume
|
|
|
|
|
|
|
|
|||||||
Total
|
58.5
|
|
|
59.0
|
|
|
|
|
(0.8
|
%)
|
||||
U.S. Domestic
|
54.4
|
|
|
54.7
|
|
|
|
|
(0.5
|
%)
|
||||
U.S. Domestic Focus Brands
|
33.9
|
|
|
33.1
|
|
|
|
|
2.4
|
%
|
||||
|
|
|
|
|
|
|
|
|||||||
Depletion volume
(1)
|
|
|
|
|
|
|
|
|||||||
U.S. Domestic
|
|
|
|
|
|
|
(2.6
|
%)
|
||||||
U.S. Domestic Focus Brands
|
|
|
|
|
|
|
0.6
|
%
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Beer
|
$
|
2,830.7
|
|
|
$
|
2,531.2
|
|
|
$
|
299.5
|
|
|
12
|
%
|
Wine and Spirits
|
1,279.5
|
|
|
1,309.4
|
|
|
(29.9
|
)
|
|
(2
|
%)
|
|||
Comparable Adjustments
|
(29.9
|
)
|
|
(28.1
|
)
|
|
(1.8
|
)
|
|
(6
|
%)
|
|||
Consolidated gross profit
|
$
|
4,080.3
|
|
|
$
|
3,812.5
|
|
|
$
|
267.8
|
|
|
7
|
%
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Beer
|
$
|
787.8
|
|
|
$
|
691.0
|
|
|
$
|
96.8
|
|
|
14
|
%
|
Wine and Spirits
|
508.3
|
|
|
515.3
|
|
|
(7.0
|
)
|
|
(1
|
%)
|
|||
Corporate Operations and Other
|
197.9
|
|
|
165.8
|
|
|
32.1
|
|
|
19
|
%
|
|||
Comparable Adjustments
|
174.1
|
|
|
160.6
|
|
|
13.5
|
|
|
8
|
%
|
|||
Consolidated selling, general and administrative expenses
|
$
|
1,668.1
|
|
|
$
|
1,532.7
|
|
|
$
|
135.4
|
|
|
9
|
%
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Beer
|
$
|
2,042.9
|
|
|
$
|
1,840.2
|
|
|
$
|
202.7
|
|
|
11
|
%
|
Wine and Spirits
|
771.2
|
|
|
794.1
|
|
|
(22.9
|
)
|
|
(3
|
%)
|
|||
Corporate Operations and Other
|
(197.9
|
)
|
|
(165.8
|
)
|
|
(32.1
|
)
|
|
(19
|
%)
|
|||
Comparable Adjustments
|
(204.0
|
)
|
|
(188.7
|
)
|
|
(15.3
|
)
|
|
(8
|
%)
|
|||
Consolidated operating income
|
$
|
2,412.2
|
|
|
$
|
2,279.8
|
|
|
$
|
132.4
|
|
|
6
|
%
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Beer
|
$
|
4,660.4
|
|
|
$
|
4,227.3
|
|
|
$
|
433.1
|
|
|
10
|
%
|
Wine and Spirits:
|
|
|
|
|
|
|
|
|
||||||
Wine
|
2,556.3
|
|
|
2,732.7
|
|
|
(176.4
|
)
|
|
(6
|
%)
|
|||
Spirits
|
363.6
|
|
|
361.1
|
|
|
2.5
|
|
|
1
|
%
|
|||
Total Wine and Spirits
|
2,919.9
|
|
|
3,093.8
|
|
|
(173.9
|
)
|
|
(6
|
%)
|
|||
Consolidated net sales
|
$
|
7,580.3
|
|
|
$
|
7,321.1
|
|
|
$
|
259.2
|
|
|
4
|
%
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions, branded product, 24-pack, 12-ounce case equivalents)
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
4,660.4
|
|
|
$
|
4,227.3
|
|
|
$
|
433.1
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
|||||||
Shipment volume
|
268.0
|
|
|
246.4
|
|
|
|
|
8.8
|
%
|
||||
|
|
|
|
|
|
|
|
|||||||
Depletion volume
(1)
|
|
|
|
|
|
|
9.8
|
%
|
(1)
|
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 2018
|
|
Fiscal 2017
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions, branded product, 9-liter case equivalents)
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
2,919.9
|
|
|
$
|
3,093.8
|
|
|
$
|
(173.9
|
)
|
|
(6
|
%)
|
|
|
|
|
|
|
|
|
|||||||
Shipment volume
|
|
|
|
|
|
|
|
|||||||
Total
|
59.0
|
|
|
69.2
|
|
|
|
|
(14.7
|
%)
|
||||
Organic
|
58.6
|
|
|
59.3
|
|
|
|
|
(1.2
|
%)
|
||||
|
|
|
|
|
|
|
|
|||||||
U.S. Domestic
|
54.7
|
|
|
55.0
|
|
|
|
|
(0.5
|
%)
|
||||
Organic U.S. Domestic
|
54.4
|
|
|
55.0
|
|
|
|
|
(1.1
|
%)
|
||||
|
|
|
|
|
|
|
|
|||||||
U.S. Domestic Focus Brands
|
33.6
|
|
|
31.8
|
|
|
|
|
5.7
|
%
|
||||
Organic U.S. Domestic Focus Brands
|
33.4
|
|
|
31.8
|
|
|
|
|
5.0
|
%
|
||||
|
|
|
|
|
|
|
|
|||||||
Depletion volume
(1)
|
|
|
|
|
|
|
|
|||||||
U.S. Domestic
|
|
|
|
|
|
|
0.9
|
%
|
||||||
U.S. Domestic Focus Brands
|
|
|
|
|
|
|
6.6
|
%
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Beer
|
$
|
2,531.2
|
|
|
$
|
2,149.3
|
|
|
$
|
381.9
|
|
|
18
|
%
|
Wine and Spirits
|
1,309.4
|
|
|
1,352.3
|
|
|
(42.9
|
)
|
|
(3
|
%)
|
|||
Comparable Adjustments
|
(28.1
|
)
|
|
17.4
|
|
|
(45.5
|
)
|
|
NM
|
|
|||
Consolidated gross profit
|
$
|
3,812.5
|
|
|
$
|
3,519.0
|
|
|
$
|
293.5
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|||||||
NM = Not meaningful
|
|
|
|
|
|
|
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Beer
|
$
|
691.0
|
|
|
$
|
616.9
|
|
|
$
|
74.1
|
|
|
12
|
%
|
Wine and Spirits
|
515.3
|
|
|
559.9
|
|
|
(44.6
|
)
|
|
(8
|
%)
|
|||
Corporate Operations and Other
|
165.8
|
|
|
139.9
|
|
|
25.9
|
|
|
19
|
%
|
|||
Comparable Adjustments
|
160.6
|
|
|
75.7
|
|
|
84.9
|
|
|
NM
|
|
|||
Consolidated selling, general and administrative expenses
|
$
|
1,532.7
|
|
|
$
|
1,392.4
|
|
|
$
|
140.3
|
|
|
10
|
%
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Dollar
Change |
|
Percent
Change |
|||||||
(in millions)
|
|
|
|
|
|
|
|
|||||||
Beer
|
$
|
1,840.2
|
|
|
$
|
1,532.4
|
|
|
$
|
307.8
|
|
|
20
|
%
|
Wine and Spirits
|
794.1
|
|
|
792.4
|
|
|
1.7
|
|
|
—
|
%
|
|||
Corporate Operations and Other
|
(165.8
|
)
|
|
(139.9
|
)
|
|
(25.9
|
)
|
|
(19
|
%)
|
|||
Comparable Adjustments
|
(188.7
|
)
|
|
204.1
|
|
|
(392.8
|
)
|
|
NM
|
|
|||
Consolidated operating income
|
$
|
2,279.8
|
|
|
$
|
2,389.0
|
|
|
$
|
(109.2
|
)
|
|
(5
|
%)
|
•
|
lower effective tax rates applicable to our foreign businesses;
|
•
|
the recognition of the income tax effect of stock-based compensation awards in the income statement when the awards vest or are settled in connection with our March 1, 2017, adoption of FASB amended share-based compensation guidance; and
|
•
|
the new, lower federal statutory rate of 32.7% associated with the TCJ Act, as compared to the federal statutory rate of 35% in effect for Fiscal 2017.
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,246.3
|
|
|
$
|
1,931.4
|
|
|
$
|
1,696.0
|
|
Investing activities
|
(4,831.8
|
)
|
|
(1,423.1
|
)
|
|
(1,461.8
|
)
|
|||
Financing activities
|
2,593.3
|
|
|
(601.2
|
)
|
|
(134.8
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(4.5
|
)
|
|
5.8
|
|
|
(5.1
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
3.3
|
|
|
$
|
(87.1
|
)
|
|
$
|
94.3
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
●
Four Corners (July 2018)
|
|
●
Schrader Cellars (June 2017)
|
|
●
Prisoner (April 2016)
|
|
|
●
Funky Buddha (August 2017)
|
|
●
High West (October 2016)
|
|
|
|
|
●
Charles Smith (October 2016)
|
|
|
|
|
●
Obregon Brewery (December 2016)
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Dollar
Change
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Net proceeds from debt, current and long-term, and related activities
|
$
|
3,605.7
|
|
|
$
|
819.7
|
|
|
$
|
2,786.0
|
|
Dividends paid
|
(557.7
|
)
|
|
(400.1
|
)
|
|
(157.6
|
)
|
|||
Purchases of treasury stock
|
(504.3
|
)
|
|
(1,038.5
|
)
|
|
534.2
|
|
|||
Net cash provided by stock-based compensation activities
|
49.6
|
|
|
17.7
|
|
|
31.9
|
|
|||
Net cash provided by (used in) financing activities
|
$
|
2,593.3
|
|
|
$
|
(601.2
|
)
|
|
$
|
3,194.5
|
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Dollar
Change
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Net proceeds from debt, current and long-term, and related activities
|
$
|
819.7
|
|
|
$
|
1,176.8
|
|
|
$
|
(357.1
|
)
|
Dividends paid
|
(400.1
|
)
|
|
(315.1
|
)
|
|
(85.0
|
)
|
|||
Purchases of treasury stock
|
(1,038.5
|
)
|
|
(1,122.7
|
)
|
|
84.2
|
|
|||
Net cash provided by stock-based compensation activities
|
17.7
|
|
|
126.2
|
|
|
(108.5
|
)
|
|||
Net cash used in financing activities
|
$
|
(601.2
|
)
|
|
$
|
(134.8
|
)
|
|
$
|
(466.4
|
)
|
|
Remaining Borrowing Capacity
|
||||||
|
February 28,
2019 |
|
April 17,
2019 |
||||
(in millions)
|
|
|
|
||||
Revolving Credit Facility
(1)
|
$
|
1,196.7
|
|
|
$
|
1,176.8
|
|
(1)
|
Net of outstanding revolving credit facility borrowings and outstanding letters of credit under our 2018 Credit Agreement and outstanding borrowings under our commercial paper program.
|
|
|
|
Class A Common Shares
|
||||||
|
Repurchase Authorization
|
|
Dollar Value of Shares Repurchased
|
|
Number of Shares Repurchased
|
||||
(in millions, except share data)
|
|
|
|
|
|
||||
2018 Authorization
|
$
|
3,000.0
|
|
|
$
|
995.9
|
|
|
4,632,012
|
|
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
After
5 years
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
791.5
|
|
|
$
|
791.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt (excluding unamortized debt issuance costs and unamortized discounts)
|
12,910.1
|
|
|
1,067.4
|
|
|
2,474.6
|
|
|
3,699.3
|
|
|
5,668.8
|
|
|||||
Interest payments on long-term debt
(1)
|
4,197.0
|
|
|
477.8
|
|
|
853.4
|
|
|
635.7
|
|
|
2,230.1
|
|
|||||
Operating leases
|
559.5
|
|
|
59.0
|
|
|
109.3
|
|
|
89.1
|
|
|
302.1
|
|
|||||
Other long-term liabilities
(2)
|
284.2
|
|
|
58.1
|
|
|
68.1
|
|
|
69.8
|
|
|
88.2
|
|
|||||
Purchase obligations
(3)
|
7,194.2
|
|
|
1,568.7
|
|
|
2,591.6
|
|
|
1,568.9
|
|
|
1,465.0
|
|
|||||
Total contractual obligations
|
$
|
25,936.5
|
|
|
$
|
4,022.5
|
|
|
$
|
6,097.0
|
|
|
$
|
6,062.8
|
|
|
$
|
9,754.2
|
|
(1)
|
Interest rates on long-term debt obligations range from
2.0%
to
5.3%
as of
February 28, 2019
. Interest payments on long-term debt do not include interest related to capital lease obligations, which represent approximately
0.2%
of our total long-term debt, as amounts are not material.
|
(2)
|
Includes
$36.3 million
associated with expected payments for unrecognized tax benefit liabilities as of
February 28, 2019
,
$0.3 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
$188.0 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
13
of the Notes to the Financial Statements.
|
(3)
|
Consists primarily of
$5,955.1 million
for contracts to purchase certain raw materials and supplies over the next
sixteen fiscal years
and
$649.8 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
15
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
|
•
|
Accounting for income taxes.
We estimate our deferred tax assets and liabilities, income taxes payable, provision for income taxes and unrecognized tax benefit liabilities 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 various items of income and expense, interpretation of tax laws and tax planning strategies. We are subject to income taxes in Canada, Luxembourg, Mexico, Switzerland, the U.S. and other jurisdictions. We are regularly audited by federal, state and foreign tax authorities, but a number of years may elapse before an uncertain tax position, for which we have unrecognized tax benefit liabilities, is audited and finally resolved.
|
|
Aggregate
Notional Value
|
|
Fair Value,
Net Asset (Liability)
|
|
Increase (Decrease)
in Fair Value –
Hypothetical
10% Adverse Change
|
||||||||||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2019 |
|
February 28,
2018 |
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
$
|
2,039.6
|
|
|
$
|
1,906.0
|
|
|
$
|
22.5
|
|
|
$
|
20.4
|
|
|
$
|
(166.5
|
)
|
|
$
|
(107.1
|
)
|
Commodity derivative contracts
|
$
|
284.7
|
|
|
$
|
177.5
|
|
|
$
|
(2.9
|
)
|
|
$
|
3.5
|
|
|
$
|
24.4
|
|
|
$
|
(15.0
|
)
|
|
Aggregate
Notional Value
|
|
Fair Value
|
|
Decrease
in Fair Value – Hypothetical 1% Rate Increase |
||||||||||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2019 |
|
February 28,
2018 |
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed interest rate debt
|
$
|
10,278.9
|
|
|
$
|
8,787.5
|
|
|
$
|
10,098.5
|
|
|
$
|
8,682.9
|
|
|
$
|
(591.0
|
)
|
|
$
|
(524.3
|
)
|
Variable interest rate debt
|
$
|
3,422.7
|
|
|
$
|
1,476.1
|
|
|
$
|
3,461.9
|
|
|
$
|
1,460.7
|
|
|
$
|
(88.0
|
)
|
|
$
|
(29.6
|
)
|
|
|
|
Page
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
|
|||||||
|
February 28,
2019 |
|
February 28,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
93.6
|
|
|
$
|
90.3
|
|
Accounts receivable
|
846.9
|
|
|
776.2
|
|
||
Inventories
|
2,130.4
|
|
|
2,084.0
|
|
||
Prepaid expenses and other
|
613.1
|
|
|
523.5
|
|
||
Total current assets
|
3,684.0
|
|
|
3,474.0
|
|
||
Property, plant and equipment
|
5,267.3
|
|
|
4,789.7
|
|
||
Goodwill
|
8,088.8
|
|
|
8,083.1
|
|
||
Intangible assets
|
3,198.1
|
|
|
3,304.8
|
|
||
Equity method investments
|
3,465.6
|
|
|
121.5
|
|
||
Securities measured at fair value
|
3,234.7
|
|
|
672.2
|
|
||
Deferred income taxes
|
2,183.3
|
|
|
—
|
|
||
Other assets
|
109.7
|
|
|
93.4
|
|
||
Total assets
|
$
|
29,231.5
|
|
|
$
|
20,538.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
791.5
|
|
|
$
|
746.8
|
|
Current maturities of long-term debt
|
1,065.2
|
|
|
22.3
|
|
||
Accounts payable
|
616.7
|
|
|
592.2
|
|
||
Other accrued expenses and liabilities
|
690.4
|
|
|
678.3
|
|
||
Total current liabilities
|
3,163.8
|
|
|
2,039.6
|
|
||
Long-term debt, less current maturities
|
11,759.8
|
|
|
9,417.6
|
|
||
Deferred income taxes and other liabilities
|
1,470.7
|
|
|
1,089.8
|
|
||
Total liabilities
|
16,394.3
|
|
|
12,547.0
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
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, 185,740,178 shares and 258,718,356 shares, respectively
|
1.9
|
|
|
2.6
|
|
||
Class B Convertible Common Stock, $.01 par value – Authorized, 30,000,000 shares; Issued, 28,322,419 shares and 28,335,387 shares, respectively
|
0.3
|
|
|
0.3
|
|
||
Class 1 Common Stock, $.01 par value – Authorized, 25,000,000 shares; Issued, 1,149,624 shares and 1,970 shares, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,410.8
|
|
|
2,825.3
|
|
||
Retained earnings
|
14,276.2
|
|
|
9,157.2
|
|
||
Accumulated other comprehensive loss
|
(353.9
|
)
|
|
(202.9
|
)
|
||
|
15,335.3
|
|
|
11,782.5
|
|
||
Less: Treasury stock –
|
|
|
|
||||
Class A Common Stock, at cost, 18,927,966 shares and 90,743,239 shares, respectively
|
(2,782.1
|
)
|
|
(3,805.2
|
)
|
||
Class B Convertible Common Stock, at cost, 5,005,800 shares
|
(2.2
|
)
|
|
(2.2
|
)
|
||
|
(2,784.3
|
)
|
|
(3,807.4
|
)
|
||
Total CBI stockholders’ equity
|
12,551.0
|
|
|
7,975.1
|
|
||
Noncontrolling interests
|
286.2
|
|
|
16.6
|
|
||
Total stockholders’ equity
|
12,837.2
|
|
|
7,991.7
|
|
||
Total liabilities and stockholders’ equity
|
$
|
29,231.5
|
|
|
$
|
20,538.7
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions, except per share data)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
Sales
|
$
|
8,884.3
|
|
|
$
|
8,322.1
|
|
|
$
|
8,051.2
|
|
Excise taxes
|
(768.3
|
)
|
|
(741.8
|
)
|
|
(730.1
|
)
|
|||
Net sales
|
8,116.0
|
|
|
7,580.3
|
|
|
7,321.1
|
|
|||
Cost of product sold
|
(4,035.7
|
)
|
|
(3,767.8
|
)
|
|
(3,802.1
|
)
|
|||
Gross profit
|
4,080.3
|
|
|
3,812.5
|
|
|
3,519.0
|
|
|||
Selling, general and administrative expenses
|
(1,668.1
|
)
|
|
(1,532.7
|
)
|
|
(1,392.4
|
)
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
262.4
|
|
|||
Operating income
|
2,412.2
|
|
|
2,279.8
|
|
|
2,389.0
|
|
|||
Income from unconsolidated investments
|
2,101.6
|
|
|
487.2
|
|
|
27.3
|
|
|||
Interest expense
|
(367.1
|
)
|
|
(332.0
|
)
|
|
(333.3
|
)
|
|||
Loss on extinguishment of debt
|
(1.7
|
)
|
|
(97.0
|
)
|
|
—
|
|
|||
Income before income taxes
|
4,145.0
|
|
|
2,338.0
|
|
|
2,083.0
|
|
|||
Provision for income taxes
|
(685.9
|
)
|
|
(22.7
|
)
|
|
(550.3
|
)
|
|||
Net income
|
3,459.1
|
|
|
2,315.3
|
|
|
1,532.7
|
|
|||
Net income attributable to noncontrolling interests
|
(23.2
|
)
|
|
(11.9
|
)
|
|
(4.1
|
)
|
|||
Net income attributable to CBI
|
$
|
3,435.9
|
|
|
$
|
2,303.4
|
|
|
$
|
1,528.6
|
|
|
|
|
|
|
|
||||||
Net income per common share attributable to CBI:
|
|
|
|
|
|
||||||
Basic – Class A Common Stock
|
$
|
18.24
|
|
|
$
|
11.96
|
|
|
$
|
7.76
|
|
Basic – Class B Convertible Common Stock
|
$
|
16.57
|
|
|
$
|
10.86
|
|
|
$
|
7.04
|
|
|
|
|
|
|
|
||||||
Diluted – Class A Common Stock
|
$
|
17.57
|
|
|
$
|
11.47
|
|
|
$
|
7.49
|
|
Diluted – Class B Convertible Common Stock
|
$
|
16.21
|
|
|
$
|
10.59
|
|
|
$
|
6.90
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic – Class A Common Stock
|
167.249
|
|
|
171.457
|
|
|
175.934
|
|
|||
Basic – Class B Convertible Common Stock
|
23.321
|
|
|
23.336
|
|
|
23.353
|
|
|||
|
|
|
|
|
|
||||||
Diluted – Class A Common Stock
|
195.532
|
|
|
200.745
|
|
|
204.099
|
|
|||
Diluted – Class B Convertible Common Stock
|
23.321
|
|
|
23.336
|
|
|
23.353
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share:
|
|
|
|
|
|
||||||
Class A Common Stock
|
$
|
2.96
|
|
|
$
|
2.08
|
|
|
$
|
1.60
|
|
Class B Convertible Common Stock
|
$
|
2.68
|
|
|
$
|
1.88
|
|
|
$
|
1.44
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
$
|
3,459.1
|
|
|
$
|
2,315.3
|
|
|
$
|
1,532.7
|
|
Other comprehensive income (loss), net of income tax effect:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(196.8
|
)
|
|
153.8
|
|
|
22.1
|
|
|||
Unrealized gain on cash flow hedges
|
11.4
|
|
|
55.5
|
|
|
7.8
|
|
|||
Unrealized gain (loss) on available-for-sale debt securities
|
2.5
|
|
|
(0.2
|
)
|
|
0.5
|
|
|||
Pension/postretirement adjustments
|
0.5
|
|
|
(1.1
|
)
|
|
11.6
|
|
|||
Share of other comprehensive income of equity method investments
|
29.6
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of income tax effect
|
(152.8
|
)
|
|
208.0
|
|
|
42.0
|
|
|||
Comprehensive income
|
3,306.3
|
|
|
2,523.3
|
|
|
1,574.7
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(21.4
|
)
|
|
(23.0
|
)
|
|
6.6
|
|
|||
Comprehensive income attributable to CBI
|
$
|
3,284.9
|
|
|
$
|
2,500.3
|
|
|
$
|
1,581.3
|
|
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 29, 2016
|
$
|
2.6
|
|
|
$
|
0.3
|
|
|
$
|
2,589.0
|
|
|
$
|
6,090.5
|
|
|
$
|
(452.5
|
)
|
|
$
|
(1,670.3
|
)
|
|
$
|
132.2
|
|
|
$
|
6,691.8
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.0
|
)
|
||||||||
Comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,528.6
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
1,532.7
|
|
||||||||
Other comprehensive income (loss), net of income tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52.7
|
|
|
—
|
|
|
(10.7
|
)
|
|
42.0
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,574.7
|
|
|||||||||||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,122.7
|
)
|
|
—
|
|
|
(1,122.7
|
)
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(315.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(315.6
|
)
|
||||||||
Conversion of noncontrolling equity interests 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
|
|
|
7,254.5
|
|
|
(399.8
|
)
|
|
(2,777.7
|
)
|
|
(6.4
|
)
|
|
6,829.3
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,303.4
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|
2,315.3
|
|
||||||||
Other comprehensive income, net of income tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196.9
|
|
|
—
|
|
|
11.1
|
|
|
208.0
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,523.3
|
|
|||||||||||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,038.5
|
)
|
|
—
|
|
|
(1,038.5
|
)
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(400.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400.7
|
)
|
||||||||
Shares issued under equity compensation plans
|
—
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
17.1
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
61.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.2
|
|
||||||||
Balance at February 28, 2018
|
2.6
|
|
|
0.3
|
|
|
2,825.3
|
|
|
9,157.2
|
|
|
(202.9
|
)
|
|
(3,807.4
|
)
|
|
16.6
|
|
|
7,991.7
|
|
||||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
2,242.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,242.0
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,435.9
|
|
|
—
|
|
|
—
|
|
|
23.2
|
|
|
3,459.1
|
|
||||||||
Other comprehensive loss, net of income tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151.0
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
(152.8
|
)
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,306.3
|
|
|||||||||||||||
Retirement of treasury shares
|
(0.7
|
)
|
|
—
|
|
|
(1,522.3
|
)
|
|
—
|
|
|
—
|
|
|
1,523.0
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(504.3
|
)
|
|
—
|
|
|
(504.3
|
)
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(558.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(558.9
|
)
|
||||||||
Conversion of long-term debt to noncontrolling equity interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248.2
|
|
|
248.2
|
|
||||||||
Shares issued under equity compensation plans
|
—
|
|
|
—
|
|
|
45.2
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
49.6
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
62.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62.6
|
|
||||||||
Balance at February 28, 2019
|
$
|
1.9
|
|
|
$
|
0.3
|
|
|
$
|
1,410.8
|
|
|
$
|
14,276.2
|
|
|
$
|
(353.9
|
)
|
|
$
|
(2,784.3
|
)
|
|
$
|
286.2
|
|
|
$
|
12,837.2
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
3,459.1
|
|
|
$
|
2,315.3
|
|
|
$
|
1,532.7
|
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Unrealized net gain on securities measured at fair value
|
(1,971.2
|
)
|
|
(464.3
|
)
|
|
—
|
|
|||
Net gain on sale of unconsolidated investment
|
(99.8
|
)
|
|
—
|
|
|
—
|
|
|||
Net income tax benefit related to the Tax Cuts and Jobs Act
|
(37.6
|
)
|
|
(351.2
|
)
|
|
—
|
|
|||
Deferred tax provision
|
426.9
|
|
|
113.8
|
|
|
124.8
|
|
|||
Depreciation
|
333.1
|
|
|
293.8
|
|
|
237.5
|
|
|||
Impairment and amortization of intangible assets
|
114.0
|
|
|
92.7
|
|
|
56.4
|
|
|||
Stock-based compensation
|
64.1
|
|
|
60.9
|
|
|
56.1
|
|
|||
Amortization of debt issuance costs and loss on extinguishment of debt
|
29.4
|
|
|
108.7
|
|
|
12.7
|
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
(262.4
|
)
|
|||
Loss on contract termination
|
—
|
|
|
59.0
|
|
|
—
|
|
|||
Change in operating assets and liabilities, net of effects from purchases of businesses:
|
|
|
|
|
|
||||||
Accounts receivable
|
(71.9
|
)
|
|
(34.1
|
)
|
|
(49.4
|
)
|
|||
Inventories
|
(61.9
|
)
|
|
(123.8
|
)
|
|
(151.0
|
)
|
|||
Prepaid expenses and other current assets
|
(103.0
|
)
|
|
(111.5
|
)
|
|
(71.6
|
)
|
|||
Accounts payable
|
21.4
|
|
|
12.8
|
|
|
115.9
|
|
|||
Other accrued expenses and liabilities
|
(22.1
|
)
|
|
(66.8
|
)
|
|
132.6
|
|
|||
Other
|
165.8
|
|
|
26.1
|
|
|
(38.3
|
)
|
|||
Total adjustments
|
(1,212.8
|
)
|
|
(383.9
|
)
|
|
163.3
|
|
|||
Net cash provided by operating activities
|
2,246.3
|
|
|
1,931.4
|
|
|
1,696.0
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investments in equity method investees and securities
|
(4,081.5
|
)
|
|
(210.9
|
)
|
|
(17.1
|
)
|
|||
Purchases of property, plant and equipment
|
(886.3
|
)
|
|
(1,057.6
|
)
|
|
(907.4
|
)
|
|||
Purchases of businesses, net of cash acquired
|
(45.6
|
)
|
|
(150.1
|
)
|
|
(1,111.0
|
)
|
|||
Proceeds from sale of unconsolidated investment
|
110.2
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of assets
|
72.3
|
|
|
5.9
|
|
|
2.1
|
|
|||
Proceeds from (payments related to) sale of business
|
—
|
|
|
(5.0
|
)
|
|
575.3
|
|
|||
Other investing activities
|
(0.9
|
)
|
|
(5.4
|
)
|
|
(3.7
|
)
|
|||
Net cash used in investing activities
|
(4,831.8
|
)
|
|
(1,423.1
|
)
|
|
(1,461.8
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
3,657.6
|
|
|
7,933.4
|
|
|
1,965.6
|
|
|||
Proceeds from shares issued under equity compensation plans
|
63.2
|
|
|
49.4
|
|
|
59.7
|
|
|||
Net proceeds from short-term borrowings
|
45.5
|
|
|
137.2
|
|
|
197.1
|
|
|||
Dividends paid
|
(557.7
|
)
|
|
(400.1
|
)
|
|
(315.1
|
)
|
|||
Purchases of treasury stock
|
(504.3
|
)
|
|
(1,038.5
|
)
|
|
(1,122.7
|
)
|
|||
Principal payments of long-term debt
|
(62.8
|
)
|
|
(7,128.7
|
)
|
|
(971.8
|
)
|
|||
Payments of debt issuance, debt extinguishment and other financing costs
|
(34.6
|
)
|
|
(122.2
|
)
|
|
(14.1
|
)
|
|||
Payments of minimum tax withholdings on stock-based payment awards
|
(13.6
|
)
|
|
(31.7
|
)
|
|
(64.9
|
)
|
|||
Excess tax benefits from stock-based payment awards
|
—
|
|
|
—
|
|
|
131.4
|
|
|||
Net cash provided by (used in) financing activities
|
2,593.3
|
|
|
(601.2
|
)
|
|
(134.8
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(4.5
|
)
|
|
5.8
|
|
|
(5.1
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
3.3
|
|
|
(87.1
|
)
|
|
94.3
|
|
|||
Cash and cash equivalents, beginning of year
|
90.3
|
|
|
177.4
|
|
|
83.1
|
|
|||
Cash and cash equivalents, end of year
|
$
|
93.6
|
|
|
$
|
90.3
|
|
|
$
|
177.4
|
|
|
|
|
|
|
|
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
|
|||||||||||
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year:
|
|
|
|
|
|
||||||
Interest, net of interest capitalized
|
$
|
324.8
|
|
|
$
|
322.2
|
|
|
$
|
300.4
|
|
Income taxes, net of refunds received
|
$
|
186.2
|
|
|
$
|
238.6
|
|
|
$
|
219.6
|
|
|
|
|
|
|
|
||||||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
$
|
141.7
|
|
|
$
|
170.0
|
|
|
$
|
190.3
|
|
Conversion of long-term debt to noncontrolling equity interest
|
$
|
248.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Conversion of noncontrolling equity interest to long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132.0
|
|
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 8
|
|
As
Previously
Reported
|
|
Revenue
Recognition
Adjustments
|
|
As
Adjusted
|
||||||
(in millions
)
|
|
|
|
|
|
||||||
Consolidated Balance Sheet at February 28, 2018
|
|
|
|
|
|
||||||
Other accrued expenses and liabilities
|
$
|
583.4
|
|
|
$
|
94.9
|
|
|
$
|
678.3
|
|
Total current liabilities
|
$
|
1,944.7
|
|
|
$
|
94.9
|
|
|
$
|
2,039.6
|
|
Deferred income taxes and other liabilities (including deferred income taxes – as previously reported, $718.3 million; as adjusted, $694.4 million)
|
$
|
1,113.7
|
|
|
$
|
(23.9
|
)
|
|
$
|
1,089.8
|
|
Total liabilities
|
$
|
12,476.0
|
|
|
$
|
71.0
|
|
|
$
|
12,547.0
|
|
Retained earnings
|
$
|
9,228.2
|
|
|
$
|
(71.0
|
)
|
|
$
|
9,157.2
|
|
Total stockholders’ equity
|
$
|
8,062.7
|
|
|
$
|
(71.0
|
)
|
|
$
|
7,991.7
|
|
|
For the Year Ended February 28, 2018
|
|
For the Year Ended February 28, 2017
|
||||||||||||||||||||
|
As
Previously Reported |
|
Revenue
Recognition Adjustments |
|
As
Adjusted |
|
As
Previously Reported |
|
Revenue
Recognition Adjustments |
|
As
Adjusted |
||||||||||||
(in millions, except per share data
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Sales
|
$
|
8,326.8
|
|
|
$
|
(4.7
|
)
|
|
$
|
8,322.1
|
|
|
$
|
8,061.6
|
|
|
$
|
(10.4
|
)
|
|
$
|
8,051.2
|
|
Net sales
|
$
|
7,585.0
|
|
|
$
|
(4.7
|
)
|
|
$
|
7,580.3
|
|
|
$
|
7,331.5
|
|
|
$
|
(10.4
|
)
|
|
$
|
7,321.1
|
|
Gross profit
|
$
|
3,817.2
|
|
|
$
|
(4.7
|
)
|
|
$
|
3,812.5
|
|
|
$
|
3,529.4
|
|
|
$
|
(10.4
|
)
|
|
$
|
3,519.0
|
|
Operating income
|
$
|
2,284.5
|
|
|
$
|
(4.7
|
)
|
|
$
|
2,279.8
|
|
|
$
|
2,399.4
|
|
|
$
|
(10.4
|
)
|
|
$
|
2,389.0
|
|
Income before income taxes
|
$
|
2,342.7
|
|
|
$
|
(4.7
|
)
|
|
$
|
2,338.0
|
|
|
$
|
2,093.4
|
|
|
$
|
(10.4
|
)
|
|
$
|
2,083.0
|
|
Provision for income taxes
|
$
|
(11.9
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(22.7
|
)
|
|
$
|
(554.2
|
)
|
|
$
|
3.9
|
|
|
$
|
(550.3
|
)
|
Net income
|
$
|
2,330.8
|
|
|
$
|
(15.5
|
)
|
|
$
|
2,315.3
|
|
|
$
|
1,539.2
|
|
|
$
|
(6.5
|
)
|
|
$
|
1,532.7
|
|
Net income attributable to CBI
|
$
|
2,318.9
|
|
|
$
|
(15.5
|
)
|
|
$
|
2,303.4
|
|
|
$
|
1,535.1
|
|
|
$
|
(6.5
|
)
|
|
$
|
1,528.6
|
|
Comprehensive income attributable to CBI
|
$
|
2,515.8
|
|
|
$
|
(15.5
|
)
|
|
$
|
2,500.3
|
|
|
$
|
1,587.8
|
|
|
$
|
(6.5
|
)
|
|
$
|
1,581.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income per common share attributable to CBI:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic – Class A Common Stock
|
$
|
12.04
|
|
|
$
|
(0.08
|
)
|
|
$
|
11.96
|
|
|
$
|
7.79
|
|
|
$
|
(0.03
|
)
|
|
$
|
7.76
|
|
Basic – Class B Convertible Common Stock
|
$
|
10.93
|
|
|
$
|
(0.07
|
)
|
|
$
|
10.86
|
|
|
$
|
7.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
7.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted – Class A Common Stock
|
$
|
11.55
|
|
|
$
|
(0.08
|
)
|
|
$
|
11.47
|
|
|
$
|
7.52
|
|
|
$
|
(0.03
|
)
|
|
$
|
7.49
|
|
Diluted – Class B Convertible Common Stock
|
$
|
10.66
|
|
|
$
|
(0.07
|
)
|
|
$
|
10.59
|
|
|
$
|
6.93
|
|
|
$
|
(0.03
|
)
|
|
$
|
6.90
|
|
(in millions)
|
|
||
Cash received from buyer
|
$
|
580.2
|
|
Net assets sold
|
(175.3
|
)
|
|
AOCI reclassification adjustments, primarily foreign currency translation
|
(122.5
|
)
|
|
Direct costs to sell
|
(9.9
|
)
|
|
Other
|
(10.1
|
)
|
|
Gain on sale of business
|
$
|
262.4
|
|
|
February 28,
2019 |
|
February 28,
2018 |
||||
(in millions
)
|
|
|
|
||||
Raw materials and supplies
|
$
|
182.6
|
|
|
$
|
160.8
|
|
In-process inventories
|
1,480.5
|
|
|
1,382.8
|
|
||
Finished case goods
|
467.3
|
|
|
540.4
|
|
||
|
$
|
2,130.4
|
|
|
$
|
2,084.0
|
|
|
February 28,
2019 |
|
February 28,
2018 |
||||
(in millions
)
|
|
|
|
||||
Value added taxes receivable
|
$
|
315.8
|
|
|
$
|
209.9
|
|
Income taxes receivable
|
105.2
|
|
|
121.0
|
|
||
Prepaid excise and sales taxes
|
48.1
|
|
|
59.2
|
|
||
Other
|
144.0
|
|
|
133.4
|
|
||
|
$
|
613.1
|
|
|
$
|
523.5
|
|
|
February 28,
2019 |
|
February 28,
2018 |
||||
(in millions)
|
|
|
|
||||
Land and land improvements
|
$
|
456.7
|
|
|
$
|
438.0
|
|
Vineyards
|
221.3
|
|
|
238.3
|
|
||
Buildings and improvements
|
1,067.3
|
|
|
883.0
|
|
||
Machinery and equipment
|
3,931.1
|
|
|
3,548.3
|
|
||
Motor vehicles
|
81.8
|
|
|
93.6
|
|
||
Construction in progress
|
1,214.3
|
|
|
1,072.5
|
|
||
|
6,972.5
|
|
|
6,273.7
|
|
||
Less – Accumulated depreciation
|
(1,705.2
|
)
|
|
(1,484.0
|
)
|
||
|
$
|
5,267.3
|
|
|
$
|
4,789.7
|
|
|
February 28,
2019 |
|
February 28,
2018 |
||||
(in millions
)
|
|
|
|
||||
Derivative instruments designated as hedging instruments
|
|
|
|
||||
Foreign currency contracts
|
$
|
1,579.3
|
|
|
$
|
1,465.4
|
|
|
|
|
|
||||
Derivative instruments not designated as hedging instruments
|
|
|
|
||||
Foreign currency contracts
|
$
|
460.3
|
|
|
$
|
440.6
|
|
Commodity derivative contracts
|
$
|
284.7
|
|
|
$
|
177.5
|
|
Derivative Instruments in
Designated Cash Flow
Hedging Relationships
|
|
Net
Gain (Loss)
Recognized
in OCI
|
|
Location of Net Gain (Loss)
Reclassified from AOCI to
Income
|
|
Net
Gain (Loss)
Reclassified
from AOCI to
Income
|
||||
(in millions)
|
|
|
|
|
|
|
||||
For the Year Ended February 28, 2019
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
15.9
|
|
|
Sales
|
|
$
|
0.4
|
|
|
|
|
|
Cost of product sold
|
|
4.1
|
|
|||
|
|
$
|
15.9
|
|
|
|
|
$
|
4.5
|
|
|
|
|
|
|
|
|
||||
For the Year Ended February 28, 2018
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
61.4
|
|
|
Sales
|
|
$
|
(1.4
|
)
|
|
|
|
|
Cost of product sold
|
|
1.3
|
|
|||
Interest rate swap contracts
|
|
(1.5
|
)
|
|
Interest expense
|
|
2.2
|
|
||
|
|
$
|
59.9
|
|
|
|
|
$
|
2.1
|
|
|
|
|
|
|
|
|
||||
For the Year Ended February 28, 2017
|
|
|
|
|
|
|
||||
Foreign currency contracts
|
|
$
|
(26.1
|
)
|
|
Sales
|
|
$
|
1.1
|
|
|
|
|
|
Cost of product sold
|
|
(28.3
|
)
|
|||
Interest rate swap contracts
|
|
2.8
|
|
|
Interest expense
|
|
(4.0
|
)
|
||
|
|
$
|
(23.3
|
)
|
|
|
|
$
|
(31.2
|
)
|
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, 2019
|
|
|
|
|
|
|
||
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
1.8
|
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
(60.8
|
)
|
|
Interest rate swap contracts
|
|
|
|
Interest expense
|
|
35.0
|
|
|
|
|
|
|
|
|
$
|
(24.0
|
)
|
|
|
|
|
|
|
|
||
For the Year Ended February 28, 2018
|
|
|
|
|
|
|
||
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
7.5
|
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
6.0
|
|
|
|
|
|
|
|
|
$
|
13.5
|
|
|
|
|
|
|
|
|
||
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
|
)
|
•
|
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.
|
|
February 28, 2019
|
|
February 28,
2018 |
||||||||
|
November
2018 Canopy
Warrants
|
|
November
2017 Canopy
Warrants
|
|
November
2017 Canopy
Warrants
|
||||||
Issue date exercise price
(1)
|
C$
|
50.40
|
|
|
C$
|
12.98
|
|
|
C$
|
12.98
|
|
Valuation date stock price
(1)
|
C$
|
62.38
|
|
|
C$
|
62.38
|
|
|
C$
|
27.35
|
|
Expected life
(2)
|
2.7 years
|
|
|
1.2 years
|
|
|
2.2 years
|
|
|||
Expected volatility
(3)
|
79.3
|
%
|
|
87.8
|
%
|
|
70.9
|
%
|
|||
Risk-free interest rate
(4)
|
1.8
|
%
|
|
1.8
|
%
|
|
1.8
|
%
|
|||
Expected dividend yield
(5)
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
(1)
|
Based on the closing market price for Canopy common stock on the Toronto Stock Exchange (“TSX”) as of the applicable date.
|
(2)
|
Based on the expiration date of the warrants.
|
(3)
|
Based on historical volatility levels of the underlying equity security.
|
(4)
|
Based on the implied yield currently available on Canadian Treasury zero coupon issues with a remaining term equal to the expected life.
|
(5)
|
Based on historical dividend levels.
|
Conversion price
(1)
|
C$
|
48.17
|
|
|
Expected volatility
(2)
|
45.9
|
%
|
Valuation date stock price
(3)
|
C$
|
62.38
|
|
|
Risk-free interest rate
(4)
|
1.8
|
%
|
Remaining term
(5)
|
4.4 years
|
|
|
Expected dividend yield
(6)
|
0.0
|
%
|
(1)
|
Based on the rate which the Canopy Debt Securities may be converted into equity shares, or the equivalent amount of cash, at the option of the issuer.
|
(2)
|
Based on historical volatility levels of the underlying equity security reduced to account for certain risks not incorporated into the option-pricing model.
|
(3)
|
Based on the closing market price for Canopy common stock on the TSX as of the applicable date.
|
(4)
|
Based on the implied yield currently available on Canadian Treasury zero coupon issues with a term equal to the remaining contractual term of the debt securities.
|
(5)
|
Based on the contractual maturity date of the notes.
|
(6)
|
Based on historical dividend levels.
|
|
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, 2019
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
38.2
|
|
|
$
|
—
|
|
|
$
|
38.2
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
Equity securities
(1) (2)
|
$
|
—
|
|
|
$
|
3,023.2
|
|
|
$
|
—
|
|
|
$
|
3,023.2
|
|
Canopy Debt Securities
(2)
|
$
|
—
|
|
|
$
|
211.5
|
|
|
$
|
—
|
|
|
$
|
211.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
11.6
|
|
|
$
|
—
|
|
|
$
|
11.6
|
|
|
|
|
|
|
|
|
|
||||||||
February 28, 2018
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
40.3
|
|
|
$
|
—
|
|
|
$
|
40.3
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
$
|
9.1
|
|
Equity securities
(1) (2)
|
$
|
402.4
|
|
|
$
|
253.2
|
|
|
$
|
—
|
|
|
$
|
655.6
|
|
Debt securities, AFS
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.6
|
|
|
$
|
16.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
19.9
|
|
|
$
|
—
|
|
|
$
|
19.9
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
5.6
|
|
(1)
|
Equity securities consist of:
|
February 28,
2019 |
|
February 28,
2018 |
||||
|
(in millions)
|
|
|
|
||||
|
November 2017 Canopy Investment
(i)
|
$
|
—
|
|
|
$
|
402.4
|
|
|
November 2017 Canopy Warrants
|
718.7
|
|
|
253.2
|
|
||
|
November 2018 Canopy Warrants
|
2,304.5
|
|
|
—
|
|
||
|
|
$
|
3,023.2
|
|
|
$
|
655.6
|
|
|
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, 2019
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.0
|
|
|
$
|
108.0
|
|
|
|
|
|
|
|
|
|
||||||||
For the Year Ended February 28, 2018
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136.0
|
|
|
$
|
86.8
|
|
|
|
|
|
|
|
|
|
||||||||
For the Year Ended February 28, 2017
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46.0
|
|
|
Beer
|
|
Wine and Spirits
|
|
Consolidated
|
||||||
(in millions)
|
|
|
|
|
|
||||||
Balance, February 28, 2017
|
$
|
5,053.0
|
|
|
$
|
2,867.5
|
|
|
$
|
7,920.5
|
|
Purchase accounting allocations
(1)
|
63.9
|
|
|
56.2
|
|
|
120.1
|
|
|||
Foreign currency translation adjustments
|
40.7
|
|
|
1.8
|
|
|
42.5
|
|
|||
Balance, February 28, 2018
|
5,157.6
|
|
|
2,925.5
|
|
|
8,083.1
|
|
|||
Purchase accounting allocations
(2)
|
22.3
|
|
|
2.7
|
|
|
25.0
|
|
|||
Foreign currency translation adjustments
|
(12.0
|
)
|
|
(7.3
|
)
|
|
(19.3
|
)
|
|||
Balance, February 28, 2019
|
$
|
5,167.9
|
|
|
$
|
2,920.9
|
|
|
$
|
8,088.8
|
|
(1)
|
Purchase accounting allocations associated primarily with the acquisitions of the Obregon Brewery (
$13.8 million
) and Funky Buddha (Beer), and Schrader Cellars (Wine and Spirits).
|
(2)
|
Preliminary purchase accounting allocations associated primarily with the acquisition of Four Corners (Beer).
|
|
February 28, 2019
|
|
February 28, 2018
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Net
Carrying
Amount
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Amortizable intangible assets
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
89.9
|
|
|
$
|
39.1
|
|
|
$
|
89.8
|
|
|
$
|
44.2
|
|
Other
|
20.5
|
|
|
0.9
|
|
|
20.3
|
|
|
1.4
|
|
||||
Total
|
$
|
110.4
|
|
|
40.0
|
|
|
$
|
110.1
|
|
|
45.6
|
|
||
|
|
|
|
|
|
|
|
||||||||
Nonamortizable intangible assets
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
|
|
3,158.1
|
|
|
|
|
3,259.2
|
|
||||||
Total intangible assets
|
|
|
$
|
3,198.1
|
|
|
|
|
$
|
3,304.8
|
|
|
February 28, 2019
|
|
February 28, 2018
|
||||||||||
|
Carrying Value
|
|
Ownership Percentage
|
|
Carrying Value
|
|
Ownership Percentage
|
||||||
(in millions)
|
|
|
|
|
|
|
|
||||||
Canopy Equity Method Investment
|
$
|
3,332.1
|
|
|
36.0
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Other equity method investments
|
133.5
|
|
|
20%-50%
|
|
|
121.5
|
|
|
20%-50%
|
|
||
|
$
|
3,465.6
|
|
|
|
|
$
|
121.5
|
|
|
|
Issue date exercise price
|
C$
|
50.40
|
|
|
Expected volatility
|
75.9
|
%
|
Valuation date stock price
|
C$
|
48.43
|
|
|
Risk-free interest rate
|
2.4
|
%
|
Expected life
|
3.0 years
|
|
|
Expected dividend yield
|
0.0
|
%
|
|
February 28,
2019
|
|
|
For the Year
Ended
February 28,
2019
|
||||
(in millions)
|
|
|
|
|
||||
Current assets
|
$
|
3,800.7
|
|
|
Net sales
|
$
|
48.6
|
|
Noncurrent assets
|
$
|
2,466.0
|
|
|
Gross profit
|
$
|
11.2
|
|
Current liabilities
|
$
|
216.8
|
|
|
Net loss
|
$
|
(39.6
|
)
|
Noncurrent liabilities
|
$
|
668.2
|
|
|
Net loss attributable to Canopy
|
$
|
(27.8
|
)
|
Noncontrolling interests
|
$
|
143.3
|
|
|
|
|
|
February 28,
2019 |
|
February 28,
2018 |
||||
(in millions)
|
|
|
|
||||
Promotions and advertising
|
$
|
181.2
|
|
|
$
|
209.0
|
|
Salaries, commissions, and payroll benefits and withholdings
|
163.1
|
|
|
149.0
|
|
||
Accrued interest
|
107.3
|
|
|
86.7
|
|
||
Income taxes payable
|
24.5
|
|
|
48.5
|
|
||
Accrued excise taxes
|
21.0
|
|
|
28.7
|
|
||
Other
|
193.3
|
|
|
156.4
|
|
||
|
$
|
690.4
|
|
|
$
|
678.3
|
|
|
February 28, 2019
|
|
February 28,
2018 |
||||||||||||
|
Current
|
|
Long-term
|
|
Total
|
|
Total
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Short-term borrowings
|
|
|
|
|
|
|
|
||||||||
Senior credit facility, Revolving credit loan
|
$
|
59.0
|
|
|
|
|
|
|
$
|
79.0
|
|
||||
Commercial paper
|
732.5
|
|
|
|
|
|
|
266.9
|
|
||||||
Other
|
—
|
|
|
|
|
|
|
400.9
|
|
||||||
|
$
|
791.5
|
|
|
|
|
|
|
$
|
746.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Senior credit facility, Term loan
|
$
|
5.0
|
|
|
$
|
487.8
|
|
|
$
|
492.8
|
|
|
$
|
497.7
|
|
Term loan credit facilities
|
50.0
|
|
|
1,436.4
|
|
|
1,486.4
|
|
|
—
|
|
||||
Senior notes
|
997.8
|
|
|
9,819.1
|
|
|
10,816.9
|
|
|
8,674.2
|
|
||||
Other
|
12.4
|
|
|
16.5
|
|
|
28.9
|
|
|
268.0
|
|
||||
|
$
|
1,065.2
|
|
|
$
|
11,759.8
|
|
|
$
|
12,825.0
|
|
|
$
|
9,439.9
|
|
•
|
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 2016 European Borrowers whereby each guarantees the others’ obligations under the 2016 Credit Agreement.
|
•
|
The refinance and increase of the existing U.S. Term A-1 loan facility by
$261.1 million
to
$500.0 million
and extension of its maturity to July 14, 2024;
|
•
|
The creation of a new
$2.0 billion
European Term A loan facility into which the then-existing European Term A loan facility, European Term A-1 loan facility and European Term A-2 loan facility were combined;
|
•
|
The increase of the revolving credit facility by
$350.0 million
to
$1.5 billion
and extension of its maturity to July 14, 2022; and
|
•
|
The removal of CIHH as a borrower under the 2017 Restatement Agreement.
|
•
|
The removal of CIH as a borrower under the August 2018 Credit Agreement;
|
•
|
The termination of a cross-guarantee agreement by the European Borrowers; and
|
•
|
The addition of a mechanism to provide for the replacement of LIBOR with an alternative benchmark rate in certain circumstances where LIBOR cannot be adequately ascertained or available.
|
|
Amount
|
|
Maturity
|
|
|
Amount
|
|
Maturity
|
||||
(in millions)
|
|
|
|
|
|
|
|
|
||||
2018 Credit Agreement
|
|
|
|
|
Term Credit Agreement
|
|
|
|
||||
Revolving Credit Facility
(1) (2)
|
$
|
2,000.0
|
|
|
Sept 14, 2023
|
|
Three-Year Term Facility
(1) (3)
|
$
|
500.0
|
|
|
Nov 1, 2021
|
U.S. Term A-1 Facility
(1) (3)
|
500.0
|
|
|
July 14, 2024
|
|
Five-Year Term Facility
(1) (3)
|
1,000.0
|
|
|
Nov 1, 2023
|
||
|
$
|
2,500.0
|
|
|
|
|
|
$
|
1,500.0
|
|
|
|
(1)
|
Contractual interest rate varies based on our debt rating (as defined in the respective agreement) and is a function of LIBOR plus a margin, or the base rate plus a margin, or, in certain circumstances where LIBOR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin.
|
(2)
|
We and/or CB International are the borrower under the
$2,000.0 million
Revolving Credit Facility. Includes a sub-facility for letters of credit of up to
$200.0 million
.
|
(3)
|
We are the borrower under the U.S. Term A-1 loan facility, the Three-Year Term Facility and the Five-Year Term Facility.
|
|
2018 Credit Agreement
|
|
Term Credit Agreement
|
||||||||||||
|
Revolving
Credit
Facility
|
|
U.S.
Term A
Facility
(1)
|
|
Three-Year Term
Facility
(1)
|
|
Five-Year Term
Facility
(1)
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
||||||||
Outstanding borrowings
|
$
|
59.0
|
|
|
$
|
492.8
|
|
|
$
|
499.5
|
|
|
$
|
986.9
|
|
Interest rate
|
3.6
|
%
|
|
4.0
|
%
|
|
3.6
|
%
|
|
3.8
|
%
|
||||
LIBOR margin
|
1.13
|
%
|
|
1.50
|
%
|
|
1.13
|
%
|
|
1.25
|
%
|
||||
Outstanding letters of credit
|
$
|
10.8
|
|
|
|
|
|
|
|
||||||
Remaining borrowing capacity
(2)
|
$
|
1,196.7
|
|
|
|
|
|
|
|
(1)
|
Outstanding term loan facility borrowings are net of unamortized debt issuance costs.
|
(2)
|
Net of outstanding revolving credit facility borrowings and outstanding letters of credit under the 2018 Credit Agreement and outstanding borrowings under our commercial paper program of
$733.5 million
(excluding unamortized discount) (see “Commercial paper program”).
|
|
|
|
Date of
|
|
Outstanding Balance
(1)
|
||||||||||||
|
Principal
|
|
Issuance
|
|
Maturity
|
|
Interest
Payments
|
|
February 28,
2019 |
|
February 28,
2018 |
||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
3.75% Senior Notes
(2) (3)
|
$
|
500.0
|
|
|
May 2013
|
|
May 2021
|
|
May/Nov
|
|
$
|
498.6
|
|
|
$
|
498.0
|
|
4.25% Senior Notes
(2) (3)
|
$
|
1,050.0
|
|
|
May 2013
|
|
May 2023
|
|
May/Nov
|
|
1,045.4
|
|
|
1,044.4
|
|
||
3.875% Senior Notes
(2) (3)
|
$
|
400.0
|
|
|
Nov 2014
|
|
Nov 2019
|
|
May/Nov
|
|
399.1
|
|
|
397.9
|
|
||
4.75% Senior Notes
(2) (3)
|
$
|
400.0
|
|
|
Nov 2014
|
|
Nov 2024
|
|
May/Nov
|
|
396.4
|
|
|
395.9
|
|
||
4.75% Senior Notes
(2) (3)
|
$
|
400.0
|
|
|
Dec 2015
|
|
Dec 2025
|
|
Jun/Dec
|
|
395.8
|
|
|
395.3
|
|
||
3.70% Senior Notes
(2) (4)
|
$
|
600.0
|
|
|
Dec 2016
|
|
Dec 2026
|
|
Jun/Dec
|
|
595.4
|
|
|
594.9
|
|
||
2.70% Senior Notes
(2) (4)
|
$
|
500.0
|
|
|
May 2017
|
|
May 2022
|
|
May/Nov
|
|
496.8
|
|
|
495.9
|
|
||
3.50% Senior Notes
(2) (4)
|
$
|
500.0
|
|
|
May 2017
|
|
May 2027
|
|
May/Nov
|
|
495.6
|
|
|
495.1
|
|
||
4.50% Senior Notes
(2) (4)
|
$
|
500.0
|
|
|
May 2017
|
|
May 2047
|
|
May/Nov
|
|
492.9
|
|
|
492.7
|
|
||
2.00% Senior Notes
(2) (5)
|
$
|
600.0
|
|
|
Nov 2017
|
|
Nov 2019
|
|
May/Nov
|
|
598.6
|
|
|
596.8
|
|
||
2.25% Senior Notes
(2) (5)
|
$
|
700.0
|
|
|
Nov 2017
|
|
Nov 2020
|
|
May/Nov
|
|
696.8
|
|
|
695.0
|
|
||
2.65% Senior Notes
(2) (4)
|
$
|
700.0
|
|
|
Nov 2017
|
|
Nov 2022
|
|
May/Nov
|
|
693.9
|
|
|
692.3
|
|
||
3.20% Senior Notes
(2) (4)
|
$
|
600.0
|
|
|
Feb 2018
|
|
Feb 2023
|
|
Feb/Aug
|
|
596.0
|
|
|
595.0
|
|
||
3.60% Senior Notes
(2) (4)
|
$
|
700.0
|
|
|
Feb 2018
|
|
Feb 2028
|
|
Feb/Aug
|
|
693.8
|
|
|
693.2
|
|
||
4.10% Senior Notes
(2) (4)
|
$
|
600.0
|
|
|
Feb 2018
|
|
Feb 2048
|
|
Feb/Aug
|
|
592.0
|
|
|
591.8
|
|
||
Senior Floating Rate Notes
(2) (6)
|
$
|
650.0
|
|
|
Oct 2018
|
|
Nov 2021
|
|
Quarterly
|
|
646.8
|
|
|
—
|
|
||
4.40% Senior Notes
(2) (4)
|
$
|
500.0
|
|
|
Oct 2018
|
|
Nov 2025
|
|
May/Nov
|
|
495.4
|
|
|
—
|
|
||
4.65% Senior Notes
(2) (4)
|
$
|
500.0
|
|
|
Oct 2018
|
|
Nov 2028
|
|
May/Nov
|
|
494.7
|
|
|
—
|
|
||
5.25% Senior Notes
(2) (4)
|
$
|
500.0
|
|
|
Oct 2018
|
|
Nov 2048
|
|
May/Nov
|
|
492.9
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
$
|
10,816.9
|
|
|
$
|
8,674.2
|
|
(1)
|
Amounts are net of unamortized debt issuance costs and unamortized discounts, where applicable.
|
(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 accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus
50
basis points.
|
(4)
|
Redeemable, in whole or in part, at our option at any time prior to the stated redemption date as defined in the indenture, at a redemption 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 the stated basis points as defined in the indenture. On or after the stated redemption date, redeemable, in whole or in part, at our option at any time at a redemption price equal to
100%
of the outstanding principal amount, plus accrued and unpaid interest.
|
|
Redemption
|
|||
|
Stated
Redemption
Date
|
|
Stated
Basis
Points
|
|
3.70% Senior Notes due December 2026
|
Sept 2026
|
|
25
|
|
2.70% Senior Notes due May 2022
|
Apr 2022
|
|
15
|
|
3.50% Senior Notes due May 2027
|
Feb 2027
|
|
20
|
|
4.50% Senior Notes due May 2047
|
Nov 2046
|
|
25
|
|
2.65% Senior Notes due November 2022
|
Oct 2022
|
|
15
|
|
3.20% Senior Notes due February 2023
|
Jan 2023
|
|
13
|
|
3.60% Senior Notes due February 2028
|
Nov 2027
|
|
15
|
|
4.10% Senior Notes due February 2048
|
Aug 2047
|
|
20
|
|
4.40% Senior Notes due November 2025
|
Sept 2025
|
|
20
|
|
4.65% Senior Notes due November 2028
|
Aug 2028
|
|
25
|
|
5.25% Senior Notes due November 2048
|
May 2048
|
|
30
|
|
(5)
|
Redeemable, in whole or in part, at our option at any time prior to maturity, at a redemption price equal to
100%
of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus
10
basis points.
|
(6)
|
Interest will accrue for each quarterly interest period at a rate equal to three-month LIBOR plus 0.70% per year as determined on the applicable interest determination date as defined in the indenture. Interest is payable quarterly in February, May, August and November. The notes are not redeemable prior to October 30, 2019. On or after this date, the notes are redeemable, in whole or in part, at our option at any time prior to maturity, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,615.9
|
|
|
$
|
591.5
|
|
|
$
|
777.6
|
|
Foreign
|
2,529.1
|
|
|
1,746.5
|
|
|
1,305.4
|
|
|||
|
$
|
4,145.0
|
|
|
$
|
2,338.0
|
|
|
$
|
2,083.0
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
4.1
|
|
|
$
|
261.1
|
|
|
$
|
270.8
|
|
State
|
15.7
|
|
|
20.4
|
|
|
28.5
|
|
|||
Foreign
|
239.2
|
|
|
158.4
|
|
|
126.2
|
|
|||
Total current
|
259.0
|
|
|
439.9
|
|
|
425.5
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Federal
|
223.9
|
|
|
(475.9
|
)
|
|
109.9
|
|
|||
State
|
75.0
|
|
|
0.4
|
|
|
7.1
|
|
|||
Foreign
|
128.0
|
|
|
58.3
|
|
|
7.8
|
|
|||
Total deferred
|
426.9
|
|
|
(417.2
|
)
|
|
124.8
|
|
|||
Income tax provision
|
$
|
685.9
|
|
|
$
|
22.7
|
|
|
$
|
550.3
|
|
|
For the Years Ended
|
|||||||||||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
|||||||||||||||
|
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
|
$
|
870.5
|
|
|
21.0
|
%
|
|
$
|
765.4
|
|
|
32.7
|
%
|
|
$
|
729.1
|
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
(1)
|
81.3
|
|
|
2.0
|
%
|
|
18.0
|
|
|
0.8
|
%
|
|
23.1
|
|
|
1.1
|
%
|
|||
Net income tax benefit from TCJ Act
|
(37.6
|
)
|
|
(0.9
|
%)
|
|
(351.2
|
)
|
|
(15.0
|
%)
|
|
—
|
|
|
—
|
%
|
|||
Earnings of subsidiaries taxed at other than U.S. statutory rate
(2)
|
(149.0
|
)
|
|
(3.6
|
%)
|
|
(319.1
|
)
|
|
(13.7
|
%)
|
|
(160.4
|
)
|
|
(7.7
|
%)
|
|||
Excess tax benefits from stock-based compensation awards
(3)
|
(82.9
|
)
|
|
(2.0
|
%)
|
|
(68.6
|
)
|
|
(2.9
|
%)
|
|
—
|
|
|
—
|
%
|
|||
Canadian Divestiture
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(25.5
|
)
|
|
(1.2
|
%)
|
|||
Miscellaneous items, net
|
3.6
|
|
|
—
|
%
|
|
(21.8
|
)
|
|
(0.9
|
%)
|
|
(16.0
|
)
|
|
(0.8
|
%)
|
|||
Income tax provision at effective rate
|
$
|
685.9
|
|
|
16.5
|
%
|
|
$
|
22.7
|
|
|
1.0
|
%
|
|
$
|
550.3
|
|
|
26.4
|
%
|
(1)
|
Includes differences resulting from adjustments to the current and deferred state effective tax rates.
|
(2)
|
Consists of the difference between the U.S. statutory rate and local jurisdiction tax rates, as well as the provision for incremental U.S. taxes on unremitted earnings of certain foreign subsidiaries offset by foreign tax credits and other foreign adjustments.
|
(3)
|
Represents the recognition of the income tax effect of stock-based compensation awards in the income statement when the awards vest or are settled as a result of our March 1, 2017, adoption of FASB amended share-based compensation guidance (see Note
17
).
|
|
February 28,
2019 |
|
February 28,
2018 |
||||
(in millions)
|
|
|
|
||||
Deferred tax assets
|
|
|
|
||||
Intangible assets
|
$
|
1,616.7
|
|
|
$
|
—
|
|
Loss carryforwards
|
147.8
|
|
|
106.0
|
|
||
Stock-based compensation
|
33.4
|
|
|
29.1
|
|
||
Inventory
|
20.3
|
|
|
18.3
|
|
||
Other accruals
|
93.4
|
|
|
81.1
|
|
||
Gross deferred tax assets
|
1,911.6
|
|
|
234.5
|
|
||
Valuation allowances
|
(86.9
|
)
|
|
(112.1
|
)
|
||
Deferred tax assets, net
|
1,824.7
|
|
|
122.4
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Intangible assets
|
—
|
|
|
(499.8
|
)
|
||
Property, plant and equipment
|
(191.5
|
)
|
|
(197.8
|
)
|
||
Investments in unconsolidated investees
|
(448.9
|
)
|
|
(78.2
|
)
|
||
Provision for unremitted earnings
|
(22.8
|
)
|
|
(21.2
|
)
|
||
Derivative instruments
|
(7.9
|
)
|
|
(19.8
|
)
|
||
Total deferred tax liabilities
|
(671.1
|
)
|
|
(816.8
|
)
|
||
Deferred tax assets (liabilities), net
|
$
|
1,153.6
|
|
|
$
|
(694.4
|
)
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Balance as of March 1
|
$
|
89.3
|
|
|
$
|
39.5
|
|
|
$
|
30.4
|
|
Increases as a result of tax positions taken during a prior period
|
56.4
|
|
|
7.5
|
|
|
—
|
|
|||
Decreases as a result of tax positions taken during a prior period
|
(1.4
|
)
|
|
(0.1
|
)
|
|
(11.5
|
)
|
|||
Increases as a result of tax positions taken during the current period
|
88.8
|
|
|
43.8
|
|
|
21.3
|
|
|||
Decreases related to settlements with tax authorities
|
(0.8
|
)
|
|
(0.4
|
)
|
|
—
|
|
|||
Decreases related to lapse of applicable statute of limitations
|
(8.0
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|||
Balance as of last day of February
|
$
|
224.3
|
|
|
$
|
89.3
|
|
|
$
|
39.5
|
|
|
February 28,
2019 |
|
February 28,
2018 |
||||
(in millions)
|
|
|
|
||||
Deferred income taxes
|
$
|
1,029.7
|
|
|
$
|
694.4
|
|
Unrecognized tax benefit liabilities
|
239.0
|
|
|
93.7
|
|
||
Long-term income tax payable
|
95.4
|
|
|
165.6
|
|
||
Other
|
106.6
|
|
|
136.1
|
|
||
|
$
|
1,470.7
|
|
|
$
|
1,089.8
|
|
|
Type
|
|
Length of Commitment
|
|
Amount
|
||
(in millions)
|
|
|
|
|
|
||
Raw materials and supplies
(1)
|
Packaging, grapes, hops, malts and other raw materials
|
|
through May 2034
|
|
$
|
5,955.1
|
|
In-process inventories
|
Bulk wine and spirits
|
|
through February 2027
|
|
100.4
|
|
|
Capital expenditures
(2)
|
Property, plant and equipment, and contractor and manufacturing services
|
|
through February 2022
|
|
649.8
|
|
|
Other
|
Processing and warehousing services, transportation services, energy contracts
|
|
through December 2030
|
|
488.9
|
|
|
|
|
|
|
|
$
|
7,194.2
|
|
(1)
|
Certain grape purchasing arrangements include the purchase of grape production yielded from specified blocks of a vineyard. The actual tonnage and price of grapes that we 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 vineyard. Amounts included herein for the estimated aggregate minimum grape purchase obligations consist of estimates for the purchase of the grapes and the implicit leases of the land. Upon adoption of the new lease guidance on March 1, 2019, certain grape purchasing arrangements classified as leases will result in the recognition of right-of-use assets and lease liabilities on our balance sheet. However, certain other grape purchasing arrangements classified as leases will not result in the recognition of right-of-use assets and lease liabilities on our balance sheet due to their variable nature.
|
(2)
|
Consists of purchase commitments entered into primarily in connection with the construction of a new, state-of-the-art brewery located in Mexicali, Baja California, Mexico (the “Mexicali Brewery”), and the expansion project for the Obregon Brewery.
|
|
Common Stock
|
|
Treasury Stock
|
|||||||||||
|
Class A
|
|
Class B
|
|
Class 1
|
|
Class A
|
|
Class B
|
|||||
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
|
|
Share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
4,810,061
|
|
|
—
|
|
Conversion of shares
|
29,640
|
|
|
(23,140
|
)
|
|
(6,500
|
)
|
|
—
|
|
|
—
|
|
Exercise of stock options
|
1,182,532
|
|
|
—
|
|
|
6,390
|
|
|
—
|
|
|
—
|
|
Employee stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,023
|
)
|
|
—
|
|
Grant of restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,848
|
)
|
|
—
|
|
Vesting of restricted stock units
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,994
|
)
|
|
—
|
|
Vesting of performance share units
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,928
|
)
|
|
—
|
|
Balance at February 28, 2018
|
258,718,356
|
|
|
28,335,387
|
|
|
1,970
|
|
|
90,743,239
|
|
|
5,005,800
|
|
Retirement of treasury shares
(3)
|
(74,000,000
|
)
|
|
—
|
|
|
—
|
|
|
(74,000,000
|
)
|
|
—
|
|
Share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
2,352,145
|
|
|
—
|
|
Conversion of shares
|
12,968
|
|
|
(12,968
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercise of stock options
|
1,008,854
|
|
|
—
|
|
|
1,147,654
|
|
|
—
|
|
|
—
|
|
Employee stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,844
|
)
|
|
—
|
|
Grant of restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,914
|
)
|
|
—
|
|
Vesting of restricted stock units
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,308
|
)
|
|
—
|
|
Vesting of performance share units
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,352
|
)
|
|
—
|
|
Balance at February 28, 2019
|
185,740,178
|
|
|
28,322,419
|
|
|
1,149,624
|
|
|
18,927,966
|
|
|
5,005,800
|
|
(1)
|
Net of
15,409
shares,
117,188
shares and
241,870
shares withheld for the years ended
February 28, 2019
,
February 28, 2018
, and
February 28, 2017
, respectively, to satisfy tax withholding requirements.
|
(2)
|
Net of
44,016
shares,
55,584
shares and
168,811
shares withheld for the years ended
February 28, 2019
,
February 28, 2018
, and
February 28, 2017
, respectively, to satisfy tax withholding requirements.
|
(3)
|
Shares of our Class A Treasury Stock were retired to authorized and unissued shares of our Class A Common Stock.
|
|
|
|
|
|
Class A Common Shares Repurchased
|
|||||||||||||||||||
|
Repurchase
Authorization
|
|
For the Year Ended
February 28, 2019
|
|
For the Year Ended
February 28, 2018
|
|
For the Year Ended
February 28, 2017
|
|||||||||||||||||
|
Date
|
|
Amount
Authorized
|
|
Dollar
Value
|
|
Number of
Shares
|
|
Dollar
Value
|
|
Number of
Shares
|
|
Dollar
Value
|
|
Number of
Shares
|
|||||||||
(in millions, except share data)
|
||||||||||||||||||||||||
2013 Authorization
(1)
|
Apr 2012
|
|
$1,000.0
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
669.6
|
|
|
4,400,504
|
|
2017 Authorization
(2)
|
Nov 2016
|
|
$1,000.0
|
|
—
|
|
|
—
|
|
|
546.9
|
|
|
2,530,194
|
|
|
453.1
|
|
|
3,006,547
|
|
|||
2018 Authorization
(3)
|
Jan 2018
|
|
$3,000.0
|
|
504.3
|
|
|
2,352,145
|
|
|
491.6
|
|
|
2,279,867
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
$
|
504.3
|
|
|
2,352,145
|
|
|
$
|
1,038.5
|
|
|
4,810,061
|
|
|
$
|
1,122.7
|
|
|
7,407,051
|
|
(1)
|
The 2013 Authorization was fully utilized during the year ended February 28, 2017.
|
(2)
|
The 2017 Authorization was fully utilized during the year ended February 28, 2018.
|
(3)
|
As of February 28, 2019,
$2,004.1 million
remains available for future share repurchase under the 2018 Authorization. The Board of Directors did not specify a date upon which this authorization would expire.
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Total compensation cost recognized in our results of operations
|
$
|
64.1
|
|
|
$
|
60.9
|
|
|
$
|
56.1
|
|
Income tax benefit related thereto recognized in our results of operations
|
$
|
11.6
|
|
|
$
|
13.5
|
|
|
$
|
18.5
|
|
|
For the Years Ended
|
|||||||||||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
|||||||||||||||
|
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
|
7,444,701
|
|
|
$
|
56.33
|
|
|
8,070,255
|
|
|
$
|
44.31
|
|
|
9,541,393
|
|
|
$
|
34.03
|
|
Granted
|
540,640
|
|
|
$
|
227.91
|
|
|
624,121
|
|
|
$
|
172.70
|
|
|
648,147
|
|
|
$
|
157.01
|
|
Exercised
|
(2,156,508
|
)
|
|
$
|
23.55
|
|
|
(1,188,922
|
)
|
|
$
|
31.86
|
|
|
(1,948,236
|
)
|
|
$
|
25.79
|
|
Forfeited
|
(133,250
|
)
|
|
$
|
187.84
|
|
|
(59,725
|
)
|
|
$
|
136.08
|
|
|
(170,711
|
)
|
|
$
|
109.23
|
|
Expired
|
(4,364
|
)
|
|
$
|
175.86
|
|
|
(1,028
|
)
|
|
$
|
36.13
|
|
|
(338
|
)
|
|
$
|
31.92
|
|
Outstanding as of last day of February
|
5,691,219
|
|
|
$
|
81.87
|
|
|
7,444,701
|
|
|
$
|
56.33
|
|
|
8,070,255
|
|
|
$
|
44.31
|
|
Exercisable
|
4,456,486
|
|
|
$
|
53.18
|
|
|
5,983,286
|
|
|
$
|
34.12
|
|
|
6,456,382
|
|
|
$
|
26.66
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Fair value of stock options vested
|
$
|
22.8
|
|
|
$
|
20.3
|
|
|
$
|
20.3
|
|
Intrinsic value of stock options exercised
|
$
|
348.5
|
|
|
$
|
189.9
|
|
|
$
|
260.4
|
|
Tax benefit realized from stock options exercised
|
$
|
82.6
|
|
|
$
|
59.8
|
|
|
$
|
106.0
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
Grant-date fair value
|
$
|
53.06
|
|
|
$
|
42.88
|
|
|
$
|
40.09
|
|
Expected life
(1)
|
5.9 years
|
|
|
5.9 years
|
|
|
5.9 years
|
|
|||
Expected volatility
(2)
|
22.3
|
%
|
|
26.0
|
%
|
|
27.1
|
%
|
|||
Risk-free interest rate
(3)
|
2.9
|
%
|
|
2.0
|
%
|
|
1.6
|
%
|
|||
Expected dividend yield
(4)
|
1.3
|
%
|
|
1.2
|
%
|
|
1.0
|
%
|
(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, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
|||||||||||||||
|
|
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
|
|
3,848
|
|
|
$
|
197.18
|
|
|
4,088
|
|
|
$
|
166.34
|
|
|
4,984
|
|
|
$
|
119.37
|
|
Granted
|
|
3,914
|
|
|
$
|
214.29
|
|
|
3,848
|
|
|
$
|
197.18
|
|
|
4,088
|
|
|
$
|
166.34
|
|
Vested
|
|
(3,848
|
)
|
|
$
|
197.18
|
|
|
(4,088
|
)
|
|
$
|
166.34
|
|
|
(4,984
|
)
|
|
$
|
119.37
|
|
Outstanding balance as of last day of February, Nonvested
|
|
3,914
|
|
|
$
|
214.29
|
|
|
3,848
|
|
|
$
|
197.18
|
|
|
4,088
|
|
|
$
|
166.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Restricted Stock Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding balance as of March 1, Nonvested
|
|
286,658
|
|
|
$
|
157.29
|
|
|
455,699
|
|
|
$
|
117.44
|
|
|
917,009
|
|
|
$
|
70.23
|
|
Granted
|
|
108,545
|
|
|
$
|
226.97
|
|
|
157,200
|
|
|
$
|
178.11
|
|
|
174,187
|
|
|
$
|
156.74
|
|
Vested
|
|
(39,717
|
)
|
|
$
|
129.57
|
|
|
(299,182
|
)
|
|
$
|
109.09
|
|
|
(567,643
|
)
|
|
$
|
54.29
|
|
Forfeited
|
|
(41,234
|
)
|
|
$
|
182.00
|
|
|
(27,059
|
)
|
|
$
|
140.00
|
|
|
(67,854
|
)
|
|
$
|
108.56
|
|
Outstanding balance as of last day of February, Nonvested
|
|
314,252
|
|
|
$
|
181.62
|
|
|
286,658
|
|
|
$
|
157.29
|
|
|
455,699
|
|
|
$
|
117.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performance Share Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Outstanding balance as of March 1, Nonvested
|
|
227,720
|
|
|
$
|
177.90
|
|
|
250,333
|
|
|
$
|
141.91
|
|
|
501,261
|
|
|
$
|
92.41
|
|
Granted
|
|
172,468
|
|
|
$
|
222.92
|
|
|
55,464
|
|
|
$
|
236.79
|
|
|
75,765
|
|
|
$
|
190.33
|
|
Performance achievement
(1)
|
|
(281
|
)
|
|
$
|
155.72
|
|
|
55,081
|
|
|
$
|
99.85
|
|
|
105,330
|
|
|
$
|
66.50
|
|
Vested
|
|
(106,368
|
)
|
|
$
|
147.34
|
|
|
(124,512
|
)
|
|
$
|
100.73
|
|
|
(359,370
|
)
|
|
$
|
60.50
|
|
Forfeited
|
|
(34,075
|
)
|
|
$
|
215.63
|
|
|
(8,646
|
)
|
|
$
|
144.57
|
|
|
(72,653
|
)
|
|
$
|
144.26
|
|
Outstanding balance as of last day of February, Nonvested
|
|
259,464
|
|
|
$
|
213.27
|
|
|
227,720
|
|
|
$
|
177.90
|
|
|
250,333
|
|
|
$
|
141.91
|
|
(1)
|
Reflects the net number of awards achieved above (below) target levels based on actual performance measured at the end of the performance period.
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Restricted stock awards
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
Restricted stock units
|
$
|
9.0
|
|
|
$
|
56.5
|
|
|
$
|
89.4
|
|
Performance share units
|
$
|
24.4
|
|
|
$
|
21.4
|
|
|
$
|
57.2
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
Grant-date fair value
|
$
|
322.42
|
|
|
$
|
250.30
|
|
|
$
|
204.53
|
|
Grant-date price
|
$
|
228.26
|
|
|
$
|
172.09
|
|
|
$
|
157.33
|
|
Performance period
|
2.9 years
|
|
|
2.9 years
|
|
|
2.8 years
|
|
|||
Expected volatility
(1)
|
20.7
|
%
|
|
21.5
|
%
|
|
20.6
|
%
|
|||
Risk-free interest rate
(2)
|
2.6
|
%
|
|
1.4
|
%
|
|
1.0
|
%
|
|||
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 as units granted earn dividend equivalents.
|
|
For the Years Ended
|
||||||||||||||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||||||||||||||
|
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
|
$
|
3,049.5
|
|
|
$
|
386.4
|
|
|
$
|
2,049.9
|
|
|
$
|
253.5
|
|
|
$
|
1,364.3
|
|
|
$
|
164.3
|
|
Conversion of Class B common shares into Class A common shares
|
386.4
|
|
|
—
|
|
|
253.5
|
|
|
—
|
|
|
164.3
|
|
|
—
|
|
||||||
Effect of stock-based awards on allocated net income
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
(3.1
|
)
|
||||||
Net income attributable to CBI allocated – diluted
|
$
|
3,435.9
|
|
|
$
|
378.1
|
|
|
$
|
2,303.4
|
|
|
$
|
247.2
|
|
|
$
|
1,528.6
|
|
|
$
|
161.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average common shares outstanding – basic
|
167.249
|
|
|
23.321
|
|
|
171.457
|
|
|
23.336
|
|
|
175.934
|
|
|
23.353
|
|
||||||
Conversion of Class B common shares into Class A common shares
|
23.321
|
|
|
—
|
|
|
23.336
|
|
|
—
|
|
|
23.353
|
|
|
—
|
|
||||||
Stock-based awards, primarily stock options
|
4.962
|
|
|
—
|
|
|
5.952
|
|
|
—
|
|
|
4.812
|
|
|
—
|
|
||||||
Weighted average common shares outstanding – diluted
|
195.532
|
|
|
23.321
|
|
|
200.745
|
|
|
23.336
|
|
|
204.099
|
|
|
23.353
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income per common share attributable to CBI – basic
|
$
|
18.24
|
|
|
$
|
16.57
|
|
|
$
|
11.96
|
|
|
$
|
10.86
|
|
|
$
|
7.76
|
|
|
$
|
7.04
|
|
Net income per common share attributable to CBI – diluted
|
$
|
17.57
|
|
|
$
|
16.21
|
|
|
$
|
11.47
|
|
|
$
|
10.59
|
|
|
$
|
7.49
|
|
|
$
|
6.90
|
|
|
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 loss
|
$
|
(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 loss
|
(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 gain
|
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 gain
|
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
|
|
|
|
|
|
|
|
||||||
For the Year Ended February 28, 2018
|
|
|
|
|
|
||||||
Other comprehensive income (loss) attributable to CBI:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net gain
|
$
|
147.3
|
|
|
$
|
(1.6
|
)
|
|
$
|
145.7
|
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net gain recognized in other comprehensive income
|
147.3
|
|
|
(1.6
|
)
|
|
145.7
|
|
|||
Unrealized gain on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative gain
|
76.7
|
|
|
(21.5
|
)
|
|
55.2
|
|
|||
Reclassification adjustments
|
(2.9
|
)
|
|
0.2
|
|
|
(2.7
|
)
|
|||
Net gain recognized in other comprehensive income
|
73.8
|
|
|
(21.3
|
)
|
|
52.5
|
|
|||
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities loss
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive income
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial loss
|
(1.7
|
)
|
|
0.6
|
|
|
(1.1
|
)
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive income
|
(1.7
|
)
|
|
0.6
|
|
|
(1.1
|
)
|
|||
Other comprehensive income attributable to CBI
|
$
|
219.4
|
|
|
$
|
(22.5
|
)
|
|
$
|
196.9
|
|
|
|
|
|
|
|
|
Before Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
Net of Tax
Amount
|
||||||
(in millions)
|
|
|
|
|
|
||||||
For the Year Ended February 28, 2019
|
|
|
|
|
|
||||||
Other comprehensive income (loss) attributable to CBI:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(194.2
|
)
|
|
$
|
—
|
|
|
$
|
(194.2
|
)
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized in other comprehensive loss
|
(194.2
|
)
|
|
—
|
|
|
(194.2
|
)
|
|||
Unrealized gain on cash flow hedges:
|
|
|
|
|
|
||||||
Net derivative gain
|
8.3
|
|
|
5.0
|
|
|
13.3
|
|
|||
Reclassification adjustments
|
(3.6
|
)
|
|
0.9
|
|
|
(2.7
|
)
|
|||
Net gain recognized in other comprehensive loss
|
4.7
|
|
|
5.9
|
|
|
10.6
|
|
|||
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
||||||
Net AFS debt securities loss
|
(0.4
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
|||
Reclassification adjustments
|
1.9
|
|
|
0.9
|
|
|
2.8
|
|
|||
Net gain recognized in other comprehensive loss
|
1.5
|
|
|
1.0
|
|
|
2.5
|
|
|||
Pension/postretirement adjustments:
|
|
|
|
|
|
||||||
Net actuarial gain
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||
Reclassification adjustments
|
0.3
|
|
|
(0.1
|
)
|
|
0.2
|
|
|||
Net gain recognized in other comprehensive loss
|
0.7
|
|
|
(0.2
|
)
|
|
0.5
|
|
|||
Share of OCI of equity method investments:
|
|
|
|
|
|
||||||
Net gain
|
38.7
|
|
|
(9.1
|
)
|
|
29.6
|
|
|||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net gain recognized in other comprehensive loss
|
38.7
|
|
|
(9.1
|
)
|
|
29.6
|
|
|||
Other comprehensive loss attributable to CBI
|
$
|
(148.6
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(151.0
|
)
|
|
Foreign
Currency
Translation
Adjustments
|
|
Net
Unrealized
Gain on
Derivative
Instruments
|
|
Net
Unrealized
Loss
on AFS Debt
Securities
|
|
Pension/
Postretirement
Adjustments
|
|
Share of OCI of Equity Method Investments
|
|
Accumulated
Other
Comprehensive Loss
|
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, February 28, 2018
|
$
|
(212.3
|
)
|
|
$
|
14.5
|
|
|
$
|
(2.5
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
|
$
|
(202.9
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassification adjustments
|
(194.2
|
)
|
|
13.3
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
29.6
|
|
|
(151.3
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(2.7
|
)
|
|
2.8
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
||||||
Other comprehensive income (loss)
|
(194.2
|
)
|
|
10.6
|
|
|
2.5
|
|
|
0.5
|
|
|
29.6
|
|
|
(151.0
|
)
|
||||||
Balance, February 28, 2019
|
$
|
(406.5
|
)
|
|
$
|
25.1
|
|
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
29.6
|
|
|
$
|
(353.9
|
)
|
|
For the Years Ended
|
|||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
|||
Southern Glazer’s Wine and Spirits
|
|
|
|
|
|
|||
Net sales
|
12.9
|
%
|
|
13.0
|
%
|
|
14.1
|
%
|
Accounts receivable
|
30.8
|
%
|
|
28.1
|
%
|
|
32.1
|
%
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Balance Sheet at February 28, 2019
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
11.0
|
|
|
$
|
2.6
|
|
|
$
|
80.0
|
|
|
$
|
—
|
|
|
$
|
93.6
|
|
Accounts receivable
|
435.6
|
|
|
370.6
|
|
|
40.7
|
|
|
—
|
|
|
846.9
|
|
|||||
Inventories
|
197.7
|
|
|
1,485.4
|
|
|
609.9
|
|
|
(162.6
|
)
|
|
2,130.4
|
|
|||||
Intercompany receivable
|
29,712.5
|
|
|
33,775.4
|
|
|
20,050.6
|
|
|
(83,538.5
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
89.9
|
|
|
78.1
|
|
|
446.7
|
|
|
(1.6
|
)
|
|
613.1
|
|
|||||
Total current assets
|
30,446.7
|
|
|
35,712.1
|
|
|
21,227.9
|
|
|
(83,702.7
|
)
|
|
3,684.0
|
|
|||||
Property, plant and equipment
|
85.3
|
|
|
786.8
|
|
|
4,395.2
|
|
|
—
|
|
|
5,267.3
|
|
|||||
Investments in subsidiaries
|
26,533.8
|
|
|
1,599.6
|
|
|
2,982.1
|
|
|
(31,115.5
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
6,185.5
|
|
|
1,903.3
|
|
|
—
|
|
|
8,088.8
|
|
|||||
Intangible assets
|
—
|
|
|
605.0
|
|
|
2,593.1
|
|
|
—
|
|
|
3,198.1
|
|
|||||
Intercompany notes receivable
|
3,218.6
|
|
|
—
|
|
|
38.6
|
|
|
(3,257.2
|
)
|
|
—
|
|
|||||
Equity method investments
|
—
|
|
|
1.7
|
|
|
3,463.9
|
|
|
—
|
|
|
3,465.6
|
|
|||||
Securities measured as fair value
|
—
|
|
|
—
|
|
|
3,234.7
|
|
|
—
|
|
|
3,234.7
|
|
|||||
Deferred income taxes
|
69.2
|
|
|
—
|
|
|
2,183.3
|
|
|
(69.2
|
)
|
|
2,183.3
|
|
|||||
Other assets
|
17.3
|
|
|
1.1
|
|
|
91.3
|
|
|
—
|
|
|
109.7
|
|
|||||
Total assets
|
$
|
60,370.9
|
|
|
$
|
44,891.8
|
|
|
$
|
42,113.4
|
|
|
$
|
(118,144.6
|
)
|
|
$
|
29,231.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
732.5
|
|
|
$
|
—
|
|
|
$
|
59.0
|
|
|
$
|
—
|
|
|
$
|
791.5
|
|
Current maturities of long-term debt
|
1,052.8
|
|
|
12.2
|
|
|
0.2
|
|
|
—
|
|
|
1,065.2
|
|
|||||
Accounts payable
|
59.6
|
|
|
141.3
|
|
|
415.8
|
|
|
—
|
|
|
616.7
|
|
|||||
Intercompany payable
|
33,787.6
|
|
|
31,428.9
|
|
|
18,322.0
|
|
|
(83,538.5
|
)
|
|
—
|
|
|||||
Other accrued expenses and liabilities
|
374.3
|
|
|
184.0
|
|
|
156.6
|
|
|
(24.5
|
)
|
|
690.4
|
|
|||||
Total current liabilities
|
36,006.8
|
|
|
31,766.4
|
|
|
18,953.6
|
|
|
(83,563.0
|
)
|
|
3,163.8
|
|
|||||
Long-term debt, less current maturities
|
11,743.4
|
|
|
16.0
|
|
|
0.4
|
|
|
—
|
|
|
11,759.8
|
|
|||||
Intercompany notes payable
|
38.5
|
|
|
2,694.4
|
|
|
524.3
|
|
|
(3,257.2
|
)
|
|
—
|
|
|||||
Deferred income taxes and other liabilities
|
31.2
|
|
|
540.5
|
|
|
955.9
|
|
|
(56.9
|
)
|
|
1,470.7
|
|
|||||
Total liabilities
|
47,819.9
|
|
|
35,017.3
|
|
|
20,434.2
|
|
|
(86,877.1
|
)
|
|
16,394.3
|
|
|||||
CBI stockholders’ equity
|
12,551.0
|
|
|
9,874.5
|
|
|
21,393.0
|
|
|
(31,267.5
|
)
|
|
12,551.0
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
286.2
|
|
|
—
|
|
|
286.2
|
|
|||||
Total stockholders’ equity
|
12,551.0
|
|
|
9,874.5
|
|
|
21,679.2
|
|
|
(31,267.5
|
)
|
|
12,837.2
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
60,370.9
|
|
|
$
|
44,891.8
|
|
|
$
|
42,113.4
|
|
|
$
|
(118,144.6
|
)
|
|
$
|
29,231.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Balance Sheet at February 28, 2018
|
|||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
4.6
|
|
|
$
|
4.4
|
|
|
$
|
81.3
|
|
|
$
|
—
|
|
|
$
|
90.3
|
|
Accounts receivable
|
2.0
|
|
|
12.6
|
|
|
761.6
|
|
|
—
|
|
|
776.2
|
|
|||||
Inventories
|
184.3
|
|
|
1,537.5
|
|
|
546.6
|
|
|
(184.4
|
)
|
|
2,084.0
|
|
|||||
Intercompany receivable
|
27,680.0
|
|
|
37,937.5
|
|
|
18,940.8
|
|
|
(84,558.3
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
138.4
|
|
|
77.7
|
|
|
311.0
|
|
|
(3.6
|
)
|
|
523.5
|
|
|||||
Total current assets
|
28,009.3
|
|
|
39,569.7
|
|
|
20,641.3
|
|
|
(84,746.3
|
)
|
|
3,474.0
|
|
|||||
Property, plant and equipment
|
76.2
|
|
|
775.7
|
|
|
3,937.8
|
|
|
—
|
|
|
4,789.7
|
|
|||||
Investments in subsidiaries
|
20,948.7
|
|
|
442.0
|
|
|
5,876.9
|
|
|
(27,267.6
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
6,185.5
|
|
|
1,897.6
|
|
|
—
|
|
|
8,083.1
|
|
|||||
Intangible assets
|
—
|
|
|
718.2
|
|
|
2,586.6
|
|
|
—
|
|
|
3,304.8
|
|
|||||
Intercompany notes receivable
|
6,236.4
|
|
|
2,435.4
|
|
|
—
|
|
|
(8,671.8
|
)
|
|
—
|
|
|||||
Equity method investments
|
—
|
|
|
1.9
|
|
|
119.6
|
|
|
—
|
|
|
121.5
|
|
|||||
Securities measured at fair value
|
—
|
|
|
—
|
|
|
672.2
|
|
|
—
|
|
|
672.2
|
|
|||||
Deferred income taxes
|
17.4
|
|
|
—
|
|
|
—
|
|
|
(17.4
|
)
|
|
—
|
|
|||||
Other assets
|
15.7
|
|
|
2.8
|
|
|
74.9
|
|
|
—
|
|
|
93.4
|
|
|||||
Total assets
|
$
|
55,303.7
|
|
|
$
|
50,131.2
|
|
|
$
|
35,806.9
|
|
|
$
|
(120,703.1
|
)
|
|
$
|
20,538.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
266.9
|
|
|
$
|
—
|
|
|
$
|
479.9
|
|
|
$
|
—
|
|
|
$
|
746.8
|
|
Current maturities of long-term debt
|
7.1
|
|
|
15.0
|
|
|
0.2
|
|
|
—
|
|
|
22.3
|
|
|||||
Accounts payable
|
63.4
|
|
|
128.3
|
|
|
400.5
|
|
|
—
|
|
|
592.2
|
|
|||||
Intercompany payable
|
37,408.2
|
|
|
30,029.7
|
|
|
17,120.4
|
|
|
(84,558.3
|
)
|
|
—
|
|
|||||
Other accrued expenses and liabilities
|
356.2
|
|
|
199.3
|
|
|
150.5
|
|
|
(27.7
|
)
|
|
678.3
|
|
|||||
Total current liabilities
|
38,101.8
|
|
|
30,372.3
|
|
|
18,151.5
|
|
|
(84,586.0
|
)
|
|
2,039.6
|
|
|||||
Long-term debt, less current maturities
|
9,166.9
|
|
|
9.1
|
|
|
241.6
|
|
|
—
|
|
|
9,417.6
|
|
|||||
Intercompany notes payable
|
—
|
|
|
5,029.2
|
|
|
3,642.6
|
|
|
(8,671.8
|
)
|
|
—
|
|
|||||
Deferred income taxes and other liabilities
|
59.9
|
|
|
493.5
|
|
|
553.8
|
|
|
(17.4
|
)
|
|
1,089.8
|
|
|||||
Total liabilities
|
47,328.6
|
|
|
35,904.1
|
|
|
22,589.5
|
|
|
(93,275.2
|
)
|
|
12,547.0
|
|
|||||
CBI stockholders’ equity
|
7,975.1
|
|
|
14,227.1
|
|
|
13,200.8
|
|
|
(27,427.9
|
)
|
|
7,975.1
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
|||||
Total stockholders’ equity
|
7,975.1
|
|
|
14,227.1
|
|
|
13,217.4
|
|
|
(27,427.9
|
)
|
|
7,991.7
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
55,303.7
|
|
|
$
|
50,131.2
|
|
|
$
|
35,806.9
|
|
|
$
|
(120,703.1
|
)
|
|
$
|
20,538.7
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2019
|
|||||||||||||||||||
Sales
|
$
|
2,996.9
|
|
|
$
|
7,323.1
|
|
|
$
|
3,905.8
|
|
|
$
|
(5,341.5
|
)
|
|
$
|
8,884.3
|
|
Excise taxes
|
(359.3
|
)
|
|
(396.2
|
)
|
|
(12.8
|
)
|
|
—
|
|
|
(768.3
|
)
|
|||||
Net sales
|
2,637.6
|
|
|
6,926.9
|
|
|
3,893.0
|
|
|
(5,341.5
|
)
|
|
8,116.0
|
|
|||||
Cost of product sold
|
(2,060.3
|
)
|
|
(5,399.8
|
)
|
|
(1,924.2
|
)
|
|
5,348.6
|
|
|
(4,035.7
|
)
|
|||||
Gross profit
|
577.3
|
|
|
1,527.1
|
|
|
1,968.8
|
|
|
7.1
|
|
|
4,080.3
|
|
|||||
Selling, general and administrative expenses
|
(548.1
|
)
|
|
(908.7
|
)
|
|
(233.6
|
)
|
|
22.3
|
|
|
(1,668.1
|
)
|
|||||
Operating income
|
29.2
|
|
|
618.4
|
|
|
1,735.2
|
|
|
29.4
|
|
|
2,412.2
|
|
|||||
Equity in earnings (losses) of equity method investees and subsidiaries and related activities
|
3,889.6
|
|
|
(39.4
|
)
|
|
482.9
|
|
|
(4,302.5
|
)
|
|
30.6
|
|
|||||
Unrealized net gain on securities measured at fair value
|
—
|
|
|
—
|
|
|
1,971.2
|
|
|
—
|
|
|
1,971.2
|
|
|||||
Net gain on sale of unconsolidated investment
|
—
|
|
|
—
|
|
|
99.8
|
|
|
—
|
|
|
99.8
|
|
|||||
Interest income
|
0.6
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
12.0
|
|
|||||
Intercompany interest income
|
259.7
|
|
|
647.1
|
|
|
6.3
|
|
|
(913.1
|
)
|
|
—
|
|
|||||
Interest expense
|
(361.7
|
)
|
|
(1.0
|
)
|
|
(16.4
|
)
|
|
—
|
|
|
(379.1
|
)
|
|||||
Intercompany interest expense
|
(547.1
|
)
|
|
(196.3
|
)
|
|
(169.7
|
)
|
|
913.1
|
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||||
Income before income taxes
|
3,268.6
|
|
|
1,028.8
|
|
|
4,120.7
|
|
|
(4,273.1
|
)
|
|
4,145.0
|
|
|||||
(Provision for) benefit from income taxes
|
167.3
|
|
|
(250.2
|
)
|
|
(598.1
|
)
|
|
(4.9
|
)
|
|
(685.9
|
)
|
|||||
Net income
|
3,435.9
|
|
|
778.6
|
|
|
3,522.6
|
|
|
(4,278.0
|
)
|
|
3,459.1
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
|
—
|
|
|
(23.2
|
)
|
|||||
Net income attributable to CBI
|
$
|
3,435.9
|
|
|
$
|
778.6
|
|
|
$
|
3,499.4
|
|
|
$
|
(4,278.0
|
)
|
|
$
|
3,435.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income attributable to CBI
|
$
|
3,284.9
|
|
|
$
|
777.7
|
|
|
$
|
3,358.4
|
|
|
$
|
(4,136.1
|
)
|
|
$
|
3,284.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2018
|
|||||||||||||||||||
Sales
|
$
|
2,953.5
|
|
|
$
|
6,822.8
|
|
|
$
|
3,499.6
|
|
|
$
|
(4,953.8
|
)
|
|
$
|
8,322.1
|
|
Excise taxes
|
(353.5
|
)
|
|
(375.6
|
)
|
|
(12.7
|
)
|
|
—
|
|
|
(741.8
|
)
|
|||||
Net sales
|
2,600.0
|
|
|
6,447.2
|
|
|
3,486.9
|
|
|
(4,953.8
|
)
|
|
7,580.3
|
|
|||||
Cost of product sold
|
(2,080.3
|
)
|
|
(4,809.5
|
)
|
|
(1,795.7
|
)
|
|
4,917.7
|
|
|
(3,767.8
|
)
|
|||||
Gross profit
|
519.7
|
|
|
1,637.7
|
|
|
1,691.2
|
|
|
(36.1
|
)
|
|
3,812.5
|
|
|||||
Selling, general and administrative expenses
|
(468.8
|
)
|
|
(820.0
|
)
|
|
(259.9
|
)
|
|
16.0
|
|
|
(1,532.7
|
)
|
|||||
Operating income
|
50.9
|
|
|
817.7
|
|
|
1,431.3
|
|
|
(20.1
|
)
|
|
2,279.8
|
|
|||||
Equity in earnings (losses) of equity method investees and subsidiaries and related activities
|
2,515.1
|
|
|
(13.9
|
)
|
|
547.8
|
|
|
(3,014.4
|
)
|
|
34.6
|
|
|||||
Unrealized net gain on securities measured at fair value and related activities
|
—
|
|
|
—
|
|
|
452.6
|
|
|
—
|
|
|
452.6
|
|
|||||
Interest income
|
0.4
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
2.3
|
|
|||||
Intercompany interest income
|
240.9
|
|
|
491.1
|
|
|
4.2
|
|
|
(736.2
|
)
|
|
—
|
|
|||||
Interest expense
|
(279.1
|
)
|
|
(1.1
|
)
|
|
(54.1
|
)
|
|
—
|
|
|
(334.3
|
)
|
|||||
Intercompany interest expense
|
(395.3
|
)
|
|
(195.6
|
)
|
|
(145.3
|
)
|
|
736.2
|
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
(81.8
|
)
|
|
—
|
|
|
(15.2
|
)
|
|
—
|
|
|
(97.0
|
)
|
|||||
Income before income taxes
|
2,051.1
|
|
|
1,098.2
|
|
|
2,223.2
|
|
|
(3,034.5
|
)
|
|
2,338.0
|
|
|||||
(Provision for) benefit from income taxes
|
252.3
|
|
|
(74.2
|
)
|
|
(180.9
|
)
|
|
(19.9
|
)
|
|
(22.7
|
)
|
|||||
Net income
|
2,303.4
|
|
|
1,024.0
|
|
|
2,042.3
|
|
|
(3,054.4
|
)
|
|
2,315.3
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
|
(11.9
|
)
|
|||||
Net income attributable to CBI
|
$
|
2,303.4
|
|
|
$
|
1,024.0
|
|
|
$
|
2,030.4
|
|
|
$
|
(3,054.4
|
)
|
|
$
|
2,303.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income attributable to CBI
|
$
|
2,500.3
|
|
|
$
|
1,024.4
|
|
|
$
|
2,232.4
|
|
|
$
|
(3,256.8
|
)
|
|
$
|
2,500.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2017
|
|||||||||||||||||||
Sales
|
$
|
2,824.2
|
|
|
$
|
6,252.4
|
|
|
$
|
3,535.1
|
|
|
$
|
(4,560.5
|
)
|
|
$
|
8,051.2
|
|
Excise taxes
|
(351.9
|
)
|
|
(320.8
|
)
|
|
(57.4
|
)
|
|
—
|
|
|
(730.1
|
)
|
|||||
Net sales
|
2,472.3
|
|
|
5,931.6
|
|
|
3,477.7
|
|
|
(4,560.5
|
)
|
|
7,321.1
|
|
|||||
Cost of product sold
|
(1,974.5
|
)
|
|
(4,373.8
|
)
|
|
(1,949.9
|
)
|
|
4,496.1
|
|
|
(3,802.1
|
)
|
|||||
Gross profit
|
497.8
|
|
|
1,557.8
|
|
|
1,527.8
|
|
|
(64.4
|
)
|
|
3,519.0
|
|
|||||
Selling, general and administrative expenses
|
(417.2
|
)
|
|
(707.5
|
)
|
|
(290.5
|
)
|
|
22.8
|
|
|
(1,392.4
|
)
|
|||||
Gain on sale of business
|
(23.4
|
)
|
|
(4.3
|
)
|
|
290.1
|
|
|
—
|
|
|
262.4
|
|
|||||
Operating income
|
57.2
|
|
|
846.0
|
|
|
1,527.4
|
|
|
(41.6
|
)
|
|
2,389.0
|
|
|||||
Equity in earnings (losses) of equity method investees and subsidiaries and related activities
|
1,656.1
|
|
|
(31.1
|
)
|
|
410.4
|
|
|
(2,008.1
|
)
|
|
27.3
|
|
|||||
Interest income
|
0.4
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.8
|
|
|||||
Intercompany interest income
|
227.1
|
|
|
402.7
|
|
|
3.6
|
|
|
(633.4
|
)
|
|
—
|
|
|||||
Interest expense
|
(280.0
|
)
|
|
(1.5
|
)
|
|
(53.6
|
)
|
|
—
|
|
|
(335.1
|
)
|
|||||
Intercompany interest expense
|
(311.1
|
)
|
|
(197.4
|
)
|
|
(124.9
|
)
|
|
633.4
|
|
|
—
|
|
|||||
Income before income taxes
|
1,349.7
|
|
|
1,018.7
|
|
|
1,764.3
|
|
|
(2,049.7
|
)
|
|
2,083.0
|
|
|||||
(Provision for) benefit from income taxes
|
178.9
|
|
|
(385.1
|
)
|
|
(347.6
|
)
|
|
3.5
|
|
|
(550.3
|
)
|
|||||
Net income
|
1,528.6
|
|
|
633.6
|
|
|
1,416.7
|
|
|
(2,046.2
|
)
|
|
1,532.7
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||||
Net income attributable to CBI
|
$
|
1,528.6
|
|
|
$
|
633.6
|
|
|
$
|
1,412.6
|
|
|
$
|
(2,046.2
|
)
|
|
$
|
1,528.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income attributable to CBI
|
$
|
1,581.3
|
|
|
$
|
633.5
|
|
|
$
|
1,435.0
|
|
|
$
|
(2,068.5
|
)
|
|
$
|
1,581.3
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2019
|
|||||||||||||||||||
Net cash provided by operating activities
|
$
|
169.8
|
|
|
$
|
353.1
|
|
|
$
|
1,880.4
|
|
|
$
|
(157.0
|
)
|
|
$
|
2,246.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in equity method investees and securities
|
—
|
|
|
(0.1
|
)
|
|
(4,081.4
|
)
|
|
—
|
|
|
(4,081.5
|
)
|
|||||
Purchases of property, plant and equipment
|
(34.4
|
)
|
|
(104.2
|
)
|
|
(747.7
|
)
|
|
—
|
|
|
(886.3
|
)
|
|||||
Purchases of businesses, net of cash acquired
|
—
|
|
|
(19.5
|
)
|
|
(26.1
|
)
|
|
—
|
|
|
(45.6
|
)
|
|||||
Proceeds from sale of unconsolidated investment
|
—
|
|
|
—
|
|
|
110.2
|
|
|
—
|
|
|
110.2
|
|
|||||
Proceeds from sales of assets
|
0.6
|
|
|
41.1
|
|
|
30.6
|
|
|
—
|
|
|
72.3
|
|
|||||
Net proceeds from intercompany notes
|
525.1
|
|
|
—
|
|
|
—
|
|
|
(525.1
|
)
|
|
—
|
|
|||||
Net investment in equity affiliates
|
(3,927.8
|
)
|
|
(11.1
|
)
|
|
—
|
|
|
3,938.9
|
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Net cash used in investing activities
|
(3,436.5
|
)
|
|
(93.8
|
)
|
|
(4,715.3
|
)
|
|
3,413.8
|
|
|
(4,831.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to parent company
|
—
|
|
|
—
|
|
|
(209.5
|
)
|
|
209.5
|
|
|
—
|
|
|||||
Net contributions from equity affiliates
|
—
|
|
|
25.8
|
|
|
3,965.6
|
|
|
(3,991.4
|
)
|
|
—
|
|
|||||
Net proceeds from (repayments of) intercompany notes
|
214.9
|
|
|
(256.9
|
)
|
|
(483.1
|
)
|
|
525.1
|
|
|
—
|
|
|||||
Proceeds from issuance of long-term debt
|
3,645.6
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|
3,657.6
|
|
|||||
Proceeds from shares issued under equity compensation plans
|
63.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.2
|
|
|||||
Net proceeds from (repayments of) short-term borrowings
|
465.6
|
|
|
—
|
|
|
(420.1
|
)
|
|
—
|
|
|
45.5
|
|
|||||
Dividends paid
|
(557.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(557.7
|
)
|
|||||
Purchases of treasury stock
|
(504.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(504.3
|
)
|
|||||
Principal payments of long-term debt
|
(19.6
|
)
|
|
(17.2
|
)
|
|
(26.0
|
)
|
|
—
|
|
|
(62.8
|
)
|
|||||
Payments of debt issuance, debt extinguishment and other financing costs
|
(34.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.6
|
)
|
|||||
Payments of minimum tax withholdings on stock-based payment awards
|
—
|
|
|
(12.8
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(13.6
|
)
|
|||||
Net cash provided by (used in) financing activities
|
3,273.1
|
|
|
(261.1
|
)
|
|
2,838.1
|
|
|
(3,256.8
|
)
|
|
2,593.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
6.4
|
|
|
(1.8
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
3.3
|
|
|||||
Cash and cash equivalents, beginning of year
|
4.6
|
|
|
4.4
|
|
|
81.3
|
|
|
—
|
|
|
90.3
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
11.0
|
|
|
$
|
2.6
|
|
|
$
|
80.0
|
|
|
$
|
—
|
|
|
$
|
93.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2018
|
|||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(374.5
|
)
|
|
$
|
1,288.2
|
|
|
$
|
1,017.7
|
|
|
$
|
—
|
|
|
$
|
1,931.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in equity method investees and securities
|
—
|
|
|
(0.1
|
)
|
|
(210.8
|
)
|
|
—
|
|
|
(210.9
|
)
|
|||||
Purchases of property, plant and equipment
|
(21.3
|
)
|
|
(128.3
|
)
|
|
(908.0
|
)
|
|
—
|
|
|
(1,057.6
|
)
|
|||||
Purchases of businesses, net of cash acquired
|
—
|
|
|
(70.9
|
)
|
|
(79.2
|
)
|
|
—
|
|
|
(150.1
|
)
|
|||||
Proceeds from sales of assets
|
0.1
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
5.9
|
|
|||||
Payments related to sale of business
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
|||||
Net proceeds from intercompany notes
|
265.8
|
|
|
—
|
|
|
3.8
|
|
|
(269.6
|
)
|
|
—
|
|
|||||
Net investment in equity affiliates
|
(1,355.0
|
)
|
|
—
|
|
|
—
|
|
|
1,355.0
|
|
|
—
|
|
|||||
Other investing activities
|
(6.2
|
)
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
(5.4
|
)
|
|||||
Net cash used in investing activities
|
(1,116.6
|
)
|
|
(199.3
|
)
|
|
(1,192.6
|
)
|
|
1,085.4
|
|
|
(1,423.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to parent company
|
—
|
|
|
—
|
|
|
(70.0
|
)
|
|
70.0
|
|
|
—
|
|
|||||
Net contributions from equity affiliates
|
—
|
|
|
0.9
|
|
|
1,424.1
|
|
|
(1,425.0
|
)
|
|
—
|
|
|||||
Net proceeds from (repayments of) intercompany notes
|
(211.0
|
)
|
|
(1,041.1
|
)
|
|
982.5
|
|
|
269.6
|
|
|
—
|
|
|||||
Proceeds from issuance of long-term debt
|
5,886.4
|
|
|
—
|
|
|
2,047.0
|
|
|
—
|
|
|
7,933.4
|
|
|||||
Proceeds from shares issued under equity compensation plan
|
49.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.4
|
|
|||||
Net proceeds from short-term borrowings
|
33.3
|
|
|
—
|
|
|
103.9
|
|
|
—
|
|
|
137.2
|
|
|||||
Dividends paid
|
(400.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400.1
|
)
|
|||||
Purchases of treasury stock
|
(1,038.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,038.5
|
)
|
|||||
Principal payments of long-term debt
|
(2,717.8
|
)
|
|
(19.1
|
)
|
|
(4,391.8
|
)
|
|
—
|
|
|
(7,128.7
|
)
|
|||||
Payments of debt issuance, debt extinguishment and other financing costs
|
(115.6
|
)
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
(122.2
|
)
|
|||||
Payments of minimum tax withholdings on stock-based payment awards
|
—
|
|
|
(30.5
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(31.7
|
)
|
|||||
Net cash provided by (used in) financing activities
|
1,486.1
|
|
|
(1,089.8
|
)
|
|
87.9
|
|
|
(1,085.4
|
)
|
|
(601.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
5.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net decrease in cash and cash equivalents
|
(5.0
|
)
|
|
(0.9
|
)
|
|
(81.2
|
)
|
|
—
|
|
|
(87.1
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
9.6
|
|
|
5.3
|
|
|
162.5
|
|
|
—
|
|
|
177.4
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
4.6
|
|
|
$
|
4.4
|
|
|
$
|
81.3
|
|
|
$
|
—
|
|
|
$
|
90.3
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
$
|
341.4
|
|
|
$
|
1,051.5
|
|
|
$
|
958.5
|
|
|
$
|
(655.4
|
)
|
|
$
|
1,696.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in equity method investees and securities
|
—
|
|
|
(0.1
|
)
|
|
(17.0
|
)
|
|
—
|
|
|
(17.1
|
)
|
|||||
Purchases of property, plant and equipment
|
(12.8
|
)
|
|
(89.8
|
)
|
|
(804.8
|
)
|
|
—
|
|
|
(907.4
|
)
|
|||||
Purchases of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(1,111.0
|
)
|
|
—
|
|
|
(1,111.0
|
)
|
|||||
Proceeds from sales of assets
|
0.7
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
2.1
|
|
|||||
Proceeds from sale of business
|
(9.9
|
)
|
|
—
|
|
|
585.2
|
|
|
—
|
|
|
575.3
|
|
|||||
Net proceeds from intercompany notes
|
422.0
|
|
|
—
|
|
|
—
|
|
|
(422.0
|
)
|
|
—
|
|
|||||
Net returns of capital from equity affiliates
|
470.7
|
|
|
—
|
|
|
—
|
|
|
(470.7
|
)
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(3.7
|
)
|
|||||
Net cash provided by (used in) investing activities
|
870.7
|
|
|
(89.9
|
)
|
|
(1,349.9
|
)
|
|
(892.7
|
)
|
|
(1,461.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to parent company
|
—
|
|
|
—
|
|
|
(868.7
|
)
|
|
868.7
|
|
|
—
|
|
|||||
Net returns of capital to equity affiliates
|
—
|
|
|
(22.0
|
)
|
|
(235.4
|
)
|
|
257.4
|
|
|
—
|
|
|||||
Net proceeds from (repayments of) intercompany notes
|
(20.2
|
)
|
|
(855.4
|
)
|
|
453.6
|
|
|
422.0
|
|
|
—
|
|
|||||
Proceeds from issuance of long-term debt
|
600.0
|
|
|
—
|
|
|
1,365.6
|
|
|
—
|
|
|
1,965.6
|
|
|||||
Proceeds from shares issued under equity compensation plans
|
59.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.7
|
|
|||||
Net proceeds from (repayments of) short-term borrowings
|
231.0
|
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
|
197.1
|
|
|||||
Dividends paid
|
(315.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(315.1
|
)
|
|||||
Purchases of treasury stock
|
(1,122.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,122.7
|
)
|
|||||
Principal payments of long-term debt
|
(767.6
|
)
|
|
(20.6
|
)
|
|
(183.6
|
)
|
|
—
|
|
|
(971.8
|
)
|
|||||
Payments of debt issuance, debt extinguishment and other financing costs
|
(5.0
|
)
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
(14.1
|
)
|
|||||
Payments of minimum tax withholdings on stock-based payment awards
|
—
|
|
|
(61.9
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
(64.9
|
)
|
|||||
Excess tax benefits from stock-based payment awards
|
131.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131.4
|
|
|||||
Net cash provided by (used in) financing activities
|
(1,208.5
|
)
|
|
(959.9
|
)
|
|
485.5
|
|
|
1,548.1
|
|
|
(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
|
|
|
1.7
|
|
|
89.0
|
|
|
—
|
|
|
94.3
|
|
|||||
Cash and cash equivalents, beginning of year
|
6.0
|
|
|
3.6
|
|
|
73.5
|
|
|
—
|
|
|
83.1
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
9.6
|
|
|
$
|
5.3
|
|
|
$
|
162.5
|
|
|
$
|
—
|
|
|
$
|
177.4
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Cost of product sold
|
|
|
|
|
|
||||||
Accelerated depreciation
|
$
|
(8.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Settlements of undesignated commodity derivative contracts
|
(8.6
|
)
|
|
2.3
|
|
|
23.4
|
|
|||
Flow through of inventory step-up
|
(4.9
|
)
|
|
(18.7
|
)
|
|
(20.1
|
)
|
|||
Loss on inventory write-down
|
(3.3
|
)
|
|
(19.1
|
)
|
|
—
|
|
|||
Net gain on undesignated commodity derivative contracts
|
1.8
|
|
|
7.4
|
|
|
16.3
|
|
|||
Other losses
|
(6.0
|
)
|
|
—
|
|
|
(2.2
|
)
|
|||
Total cost of product sold
|
(29.9
|
)
|
|
(28.1
|
)
|
|
17.4
|
|
|||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Impairment of intangible assets
|
(108.0
|
)
|
|
(86.8
|
)
|
|
(37.6
|
)
|
|||
Net loss on foreign currency derivative contracts associated with acquisition of investment
|
(32.6
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring and other strategic business development costs
|
(17.1
|
)
|
|
(14.0
|
)
|
|
(0.9
|
)
|
|||
Deferred compensation
|
(16.3
|
)
|
|
—
|
|
|
—
|
|
|||
Transaction, integration and other acquisition-related costs
|
(10.2
|
)
|
|
(8.1
|
)
|
|
(14.2
|
)
|
|||
Loss on contract termination
(1)
|
—
|
|
|
(59.0
|
)
|
|
—
|
|
|||
Costs associated with the Canadian Divestiture and related activities
|
—
|
|
|
(3.2
|
)
|
|
(20.4
|
)
|
|||
Other gains (losses)
(2)
|
10.1
|
|
|
10.5
|
|
|
(2.6
|
)
|
|||
Total selling, general and administrative expenses
|
(174.1
|
)
|
|
(160.6
|
)
|
|
(75.7
|
)
|
|||
|
|
|
|
|
|
||||||
Gain on sale of business
|
—
|
|
|
—
|
|
|
262.4
|
|
|||
|
|
|
|
|
|
||||||
Comparable Adjustments, Operating income (loss)
|
$
|
(204.0
|
)
|
|
$
|
(188.7
|
)
|
|
$
|
204.1
|
|
(1)
|
Represents a loss incurred in connection with the early termination of a beer glass supply contract with an affiliate of Owens-Illinois.
|
(2)
|
Includes a gain of
$8.5 million
for the year ended February 28, 2019, in connection with the sale of certain non-core assets and a gain of
$8.1 million
for the year ended February 28, 2018, in connection with the reduction in estimated fair value of a contingent liability associated with a prior period acquisition.
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Beer
|
|
|
|
|
|
||||||
Net sales
|
$
|
5,202.1
|
|
|
$
|
4,660.4
|
|
|
$
|
4,227.3
|
|
Segment operating income
|
$
|
2,042.9
|
|
|
$
|
1,840.2
|
|
|
$
|
1,532.4
|
|
Long-lived tangible assets
|
$
|
4,050.1
|
|
|
$
|
3,611.6
|
|
|
$
|
2,810.0
|
|
Total assets
|
$
|
15,044.1
|
|
|
$
|
12,325.2
|
|
|
$
|
11,325.3
|
|
Capital expenditures
|
$
|
720.0
|
|
|
$
|
882.6
|
|
|
$
|
759.2
|
|
Depreciation and amortization
|
$
|
203.5
|
|
|
$
|
168.8
|
|
|
$
|
114.9
|
|
|
|
|
|
|
|
||||||
Wine and Spirits
|
|
|
|
|
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Wine
|
$
|
2,532.5
|
|
|
$
|
2,556.3
|
|
|
$
|
2,732.7
|
|
Spirits
|
381.4
|
|
|
363.6
|
|
|
361.1
|
|
|||
Net sales
|
$
|
2,913.9
|
|
|
$
|
2,919.9
|
|
|
$
|
3,093.8
|
|
Segment operating income
|
$
|
771.2
|
|
|
$
|
794.1
|
|
|
$
|
792.4
|
|
Income from unconsolidated investments
|
$
|
33.4
|
|
|
$
|
34.4
|
|
|
$
|
29.2
|
|
Long-lived tangible assets
|
$
|
1,125.5
|
|
|
$
|
1,080.7
|
|
|
$
|
992.9
|
|
Equity method investments
|
$
|
79.7
|
|
|
$
|
80.7
|
|
|
$
|
77.6
|
|
Total assets
|
$
|
7,305.7
|
|
|
$
|
7,217.4
|
|
|
$
|
6,976.6
|
|
Capital expenditures
|
$
|
129.5
|
|
|
$
|
151.1
|
|
|
$
|
100.0
|
|
Depreciation and amortization
|
$
|
98.4
|
|
|
$
|
94.0
|
|
|
$
|
99.4
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Corporate Operations and Other
|
|
|
|
|
|
||||||
Segment operating loss
|
$
|
(197.9
|
)
|
|
$
|
(165.8
|
)
|
|
$
|
(139.9
|
)
|
Income (loss) from unconsolidated investments
|
$
|
(16.7
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Long-lived tangible assets
|
$
|
91.7
|
|
|
$
|
97.4
|
|
|
$
|
129.9
|
|
Equity method investments
|
$
|
3,385.9
|
|
|
$
|
40.8
|
|
|
$
|
21.1
|
|
Total assets
|
$
|
6,881.7
|
|
|
$
|
996.1
|
|
|
$
|
300.5
|
|
Capital expenditures
|
$
|
36.8
|
|
|
$
|
23.9
|
|
|
$
|
48.2
|
|
Depreciation and amortization
|
$
|
28.3
|
|
|
$
|
36.9
|
|
|
$
|
31.4
|
|
|
|
|
|
|
|
||||||
Comparable Adjustments
|
|
|
|
|
|
||||||
Operating income (loss)
|
$
|
(204.0
|
)
|
|
$
|
(188.7
|
)
|
|
$
|
204.1
|
|
Income (loss) from unconsolidated investments
|
$
|
2,084.9
|
|
|
$
|
452.6
|
|
|
$
|
(1.7
|
)
|
Depreciation and amortization
|
$
|
8.9
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
|
|
|
|
||||||
Net sales
|
$
|
8,116.0
|
|
|
$
|
7,580.3
|
|
|
$
|
7,321.1
|
|
Operating income
|
$
|
2,412.2
|
|
|
$
|
2,279.8
|
|
|
$
|
2,389.0
|
|
Income from unconsolidated investments
(1)
|
$
|
2,101.6
|
|
|
$
|
487.2
|
|
|
$
|
27.3
|
|
Long-lived tangible assets
|
$
|
5,267.3
|
|
|
$
|
4,789.7
|
|
|
$
|
3,932.8
|
|
Equity method investments
|
$
|
3,465.6
|
|
|
$
|
121.5
|
|
|
$
|
98.7
|
|
Total assets
|
$
|
29,231.5
|
|
|
$
|
20,538.7
|
|
|
$
|
18,602.4
|
|
Capital expenditures
|
$
|
886.3
|
|
|
$
|
1,057.6
|
|
|
$
|
907.4
|
|
Depreciation and amortization
|
$
|
339.1
|
|
|
$
|
299.7
|
|
|
$
|
247.9
|
|
(1)
|
Income from unconsolidated investments consists of:
|
For the Years Ended
|
|||||||||||
|
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
|||||||
|
(in millions)
|
|
|
|
|
|
|||||||
|
Unrealized net gain on securities measured at fair value
|
$
|
1,971.2
|
|
|
$
|
464.3
|
|
|
$
|
—
|
|
|
|
Net gain on sale of unconsolidated investment
|
99.8
|
|
|
—
|
|
|
—
|
|
||||
|
Equity in earnings from equity method investees and related activities
|
30.6
|
|
|
34.6
|
|
|
27.3
|
|
||||
|
Other
(i)
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
||||
|
|
|
$
|
2,101.6
|
|
|
$
|
487.2
|
|
|
$
|
27.3
|
|
|
(i)
|
Net loss on foreign currency derivative contracts associated with November 2017 Canopy securities measured at fair value
|
|
For the Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 |
|
February 28,
2017 |
||||||
(in millions)
|
|
|
|
|
|
||||||
Net sales
|
|
|
|
|
|
||||||
U.S.
|
$
|
7,894.8
|
|
|
$
|
7,325.4
|
|
|
$
|
6,797.3
|
|
Non-U.S. (primarily Canada)
|
221.2
|
|
|
254.9
|
|
|
523.8
|
|
|||
|
$
|
8,116.0
|
|
|
$
|
7,580.3
|
|
|
$
|
7,321.1
|
|
|
February 28,
2019 |
|
February 28,
2018 |
||||
(in millions)
|
|
|
|
||||
Long-lived tangible assets
|
|
|
|
||||
U.S.
|
$
|
1,127.7
|
|
|
$
|
1,124.5
|
|
Non-U.S. (primarily Mexico)
|
4,139.6
|
|
|
3,665.2
|
|
||
|
$
|
5,267.3
|
|
|
$
|
4,789.7
|
|
|
QUARTER ENDED
|
|
|
||||||||||||||||
|
May 31,
2018 |
|
August 31,
2018 |
|
November 30,
2018 |
|
February 28,
2019 |
|
Full Year
|
||||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,047.1
|
|
|
$
|
2,299.1
|
|
|
$
|
1,972.6
|
|
|
$
|
1,797.2
|
|
|
$
|
8,116.0
|
|
Gross profit
|
$
|
1,048.6
|
|
|
$
|
1,168.2
|
|
|
$
|
970.0
|
|
|
$
|
893.5
|
|
|
$
|
4,080.3
|
|
Net income attributable to CBI
(1)
|
$
|
743.8
|
|
|
$
|
1,149.5
|
|
|
$
|
303.1
|
|
|
$
|
1,239.5
|
|
|
$
|
3,435.9
|
|
Net income per common share attributable to CBI
(1) (2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic – Class A Common Stock
|
$
|
3.93
|
|
|
$
|
6.11
|
|
|
$
|
1.62
|
|
|
$
|
6.57
|
|
|
$
|
18.24
|
|
Basic – Class B Convertible Common Stock
|
$
|
3.57
|
|
|
$
|
5.55
|
|
|
$
|
1.47
|
|
|
$
|
5.97
|
|
|
$
|
16.57
|
|
Diluted – Class A Common Stock
|
$
|
3.77
|
|
|
$
|
5.87
|
|
|
$
|
1.56
|
|
|
$
|
6.37
|
|
|
$
|
17.57
|
|
Diluted – Class B Convertible Common Stock
|
$
|
3.48
|
|
|
$
|
5.41
|
|
|
$
|
1.45
|
|
|
$
|
5.87
|
|
|
$
|
16.21
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED
|
|
|
||||||||||||||||
|
May 31,
2017 |
|
August 31,
2017 |
|
November 30,
2017 |
|
February 28,
2018 |
|
Full Year
|
||||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,928.5
|
|
|
$
|
2,087.9
|
|
|
$
|
1,801.9
|
|
|
$
|
1,762.0
|
|
|
$
|
7,580.3
|
|
Gross profit
|
$
|
988.3
|
|
|
$
|
1,068.7
|
|
|
$
|
910.3
|
|
|
$
|
845.2
|
|
|
$
|
3,812.5
|
|
Net income attributable to CBI
(1)
|
$
|
398.5
|
|
|
$
|
501.6
|
|
|
$
|
492.8
|
|
|
$
|
910.5
|
|
|
$
|
2,303.4
|
|
Net income per common share attributable to CBI
(1) (2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic – Class A Common Stock
|
$
|
2.07
|
|
|
$
|
2.59
|
|
|
$
|
2.55
|
|
|
$
|
4.76
|
|
|
$
|
11.96
|
|
Basic – Class B Convertible Common Stock
|
$
|
1.88
|
|
|
$
|
2.36
|
|
|
$
|
2.32
|
|
|
$
|
4.32
|
|
|
$
|
10.86
|
|
Diluted – Class A Common Stock
|
$
|
1.98
|
|
|
$
|
2.49
|
|
|
$
|
2.45
|
|
|
$
|
4.56
|
|
|
$
|
11.47
|
|
Diluted – Class B Convertible Common Stock
|
$
|
1.83
|
|
|
$
|
2.30
|
|
|
$
|
2.26
|
|
|
$
|
4.21
|
|
|
$
|
10.59
|
|
(1)
|
Includes the following:
|
QUARTER ENDED
|
||||||||||||||
|
(in millions, net of income tax effect)
|
May 31,
2018 |
|
August 31,
2018 |
|
November 30,
2018 |
|
February 28,
2019 |
||||||||
|
Unrealized net gain (loss) on securities measured at fair value
|
$
|
224.1
|
|
|
$
|
595.1
|
|
|
$
|
(168.4
|
)
|
|
$
|
911.7
|
|
|
Net gain (loss) on sale of unconsolidated investment
|
$
|
99.5
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Impairment of intangible assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(81.0
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
QUARTER ENDED
|
||||||||||||||
|
|
May 31,
2017 |
|
August 31,
2017 |
|
November 30,
2017 |
|
February 28,
2018 |
||||||||
|
Unrealized net gain on securities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
138.7
|
|
|
$
|
264.0
|
|
|
Net income tax benefit related to the TCJ Act
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
351.2
|
|
|
Impairment of intangible assets
|
$
|
(54.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
(2)
|
The sum of the quarterly net income per common share for Fiscal 2019 and Fiscal 2018 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, 2019
(our fourth fiscal quarter) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
|
|
(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
|
|
6,454,437
|
|
(1)
|
$
|
81.87
|
|
(2)
|
13,345,733
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
|
6,454,437
|
|
|
$
|
81.87
|
|
|
13,345,733
|
|
|
(1)
|
Includes 448,966 shares of unvested performance share units and 314,252 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 152,764 of the target shares granted will be awarded between 100% and 175% of target; 73,532 of the target shares granted will be awarded between 25% and 75% and 33,168 of the target shares granted will not be awarded based upon our expectations as of
February 28, 2019
, 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 1,423,013 shares of Class A Common Stock under our Employee Stock Purchase Plan remaining available for purchase, of which approximately 43,400 shares are subject to purchase during the current offering period.
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
4.23
|
|
|
|
|
|
4.24
|
|
|
|
|
|
4.25
|
|
|
|
|
|
4.26
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
10.45
|
|
|
|
|
|
10.46
|
|
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
10.52
|
|
|
|
|
|
10.53
|
|
|
|
|
|
10.54
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
99.1
|
|
|
|
|
|
99.2
|
|
|
|
|
|
99.3
|
|
|
|
|
|
101.1
|
|
The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of February 28, 2019 and February 28, 2018; (ii) Consolidated Statements of Comprehensive Income for the years ended February 28, 2019, February 28, 2018 and February 28, 2017; (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended February 28, 2019, February 28, 2018 and February 28, 2017; (iv) Consolidated Statements of Cash Flows for the years ended February 28, 2019, February 28, 2018 and February 28, 2017; 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.
|
†
|
The exhibits, disclosure schedules and other schedules, as applicable, have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Constellation Brands, Inc. agrees to furnish supplementally a copy of such exhibits, disclosure schedules and other schedules, as applicable, or any section thereof, to the SEC upon request.
|
+
|
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.
|
|
|
|
April 23, 2019
|
CONSTELLATION BRANDS, INC.
|
|
|
|
|
|
By:
|
/s/ William A. Newlands
|
|
|
William A. Newlands
President and Chief Executive Officer
|
|
|
|
/s/ William A. Newlands
|
|
/s/ David Klein
|
William A. Newlands, 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 23, 2019
|
|
April 23, 2019
|
|
|
|
/s/ Robert Sands
|
|
/s/ Richard Sands
|
Robert Sands, Director and
Chairman of the Board
|
|
Richard Sands, Director and
Vice Chairman of the Board
|
April 23, 2019
|
|
April 23, 2019
|
|
|
|
/s/ Jennifer M. Daniels
|
|
/s/ Jerry Fowden
|
Jennifer M. Daniels, Director
|
|
Jerry Fowden, Director
|
April 23, 2019
|
|
April 23, 2019
|
|
|
|
/s/ Barry Fromberg
|
|
/s/ Robert L. Hanson
|
Barry Fromberg, Director
|
|
Robert L. Hanson, Director
|
April 23, 2019
|
|
April 23, 2019
|
|
|
|
/s/ Ernesto M. Hernández
|
|
/s/ Susan Somersille Johnson
|
Ernesto M. Hernández, Director
|
|
Susan Somersille Johnson, Director
|
April 23, 2019
|
|
April 23, 2019
|
|
|
|
/s/ James A. Locke III
|
|
/s/ Daniel J. McCarthy
|
James A. Locke III, Director
|
|
Daniel J. McCarthy, Director
|
April 23, 2019
|
|
April 23, 2019
|
|
|
|
/s/ Judy A. Schmeling
|
|
/s/ Keith E. Wandell
|
Judy A. Schmeling, Director
|
|
Keith E. Wandell, Director
|
April 23, 2019
|
|
April 23, 2019
|
SUBSIDIARIES OF CONSTELLATION BRANDS, INC.
|
|
As of March 1, 2019
|
|
|
|
|
PLACE OF
|
SUBSIDIARY
|
INCORPORATION/FORMATION
|
ALCOFI Inc.
|
New York
|
Allberry, Inc.
|
California
|
Austin Cocktails Enterprises, LLC
4
|
Texas
|
Austin Cocktails Investments, LLC
1
|
Texas
|
Austin Cocktails Management, LLC
4
|
Texas
|
AVA Food Labs, Inc.
1
|
Delaware
|
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
|
Canopus Holdings NZ Limited
|
New Zealand
|
Canopy Growth Corporation
1
|
Canada
|
Carolina Global LLC
1
|
Delaware
|
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 Glass Holdings GmbH
|
Switzerland
|
CB International Finance S.à r.l.
|
Luxembourg
|
CB Procurement LLC
|
Delaware
|
CB Spirits S.à r.l.
|
Luxembourg
|
CB TenWhiskey LLC
|
Delaware
|
CBrands Mexico SA de CV
|
Mexico
|
CBG Holdings LLC
|
Delaware
|
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
|
Cerveza Holdings LLC
|
Delaware
|
CIC Holdings S.à r.l.
|
Luxembourg
|
CI Cerveza GmbH
|
Switzerland
|
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 Distillers
|
|
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
|
|
Crafters Union
|
|
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
|
|
HRM Rex-Goliath Vineyards
|
|
HRM Rex-Goliath Winery
|
|
HRM Rex-Goliath! Wines
|
|
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
|
|
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
|
|
Mark West Winery
|
|
Medallion Imports
|
|
Medallion Wine Imports
|
|
Meiomi Wines
|
|
Mendocino Vineyards
|
|
Milestone Winery
|
|
Mission Bell Wines
|
|
Monkey Bay
|
|
Motif Champagne Cellars
|
|
Mount Veeder Winery
|
|
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 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 Mondavi
|
|
Robert Mondavi/Baron Philippe de Rothchild
|
|
Robert Mondavi Coastal
|
|
Robert Mondavi Coastal Winery
|
|
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
|
|
Schrader Cellars
|
|
Shewan Jones
|
|
Simi Winery
|
|
Simply Naked Winery
|
|
Sky Rocket Wines
|
|
Sonoma Vendange
|
|
Sonoma Vendange Winery
|
|
Soul Catcher Cellars
|
|
Spoken Barrell
|
|
St. Regis
|
|
St. Regis Cellars
|
|
St. Regis Vineyards
|
|
Ste. Pierre Smirnoff FLS
|
|
Stonewall Canyon
|
|
Stonewall Canyon Cellars
|
|
Stonewall Canyon Creek
|
|
Stonewall Canyon Vineyards
|
|
Stonewall Canyon Winery
|
|
T.J. Swann Wines
|
|
T.K. Wine Co.
|
|
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
|
|
To Kalon Vineyard Company
|
|
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
|
|
Zen of Zin Winery
|
|
Constellation Capital LLC
|
Delaware
|
Constellation Europe (Holdings) Limited
|
England and Wales
|
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
|
Copper & Kings American Brandy Company
1
|
Kentucky
|
CO Vidriera S.à r.l. a/k/a Co Vidriera GmbH
2
|
Switzerland
|
Corkteam, LLC
1
|
Illinois
|
Tradename:
|
|
Winestyr
|
|
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
|
Declan Distillers, LLC
4
|
Texas
|
Tradename:
|
|
Austin Cocktails
|
|
Four Corners Brewing Company LLC
|
Texas
|
Franciscan Vineyards, Inc.
|
Delaware
|
Tradenames:
|
|
Blackstone Cellars
|
|
Blackstone Winery
|
|
Burr Vineyards
|
|
California Coast Winery
|
|
Carrol Vineyards
|
|
Carroll Vineyards
|
|
Cason Tyler Wines
|
|
Caymus Cellars
|
|
Chantree
|
|
Clos du Bois
|
|
Constellation Brands
|
|
Constellation Imports
|
|
Crafters Union
|
|
Cuttings Wharf Vineyards
|
|
Cuvee Sauvage
|
|
CWUS Imports
|
|
DC Flynt MW Selections
|
|
Dickerson Vineyard Cellar
|
|
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
|
|
Meiomi Wines
|
|
Michael’s
|
|
Moltepulciano
|
|
Monte Verde
|
|
Mt. Veeder Winegrowers
|
|
Mt. Veeder Winery
|
|
Nap Val Winery
|
|
Nobilo Wines
|
|
No Wimpy Importers
|
|
Oakmont Vineyards
|
|
Oakville Estate
|
|
Optix Wines
|
|
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
|
|
TRU Estates & Vineyards
|
|
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
|
|
Funky Buddha Brewery LLC
|
Florida
|
Tradename:
|
|
Funky Buddha Brewery
|
|
Greenstar Canada Investment Corporation
|
British Columbia
|
Greenstar Canada Investment Limited Partnership
|
British Columbia
|
High West Distillery, LLC
|
Utah
|
Coalbanks Whiskey
|
|
High West Holdings, LLC
|
Delaware
|
High West Properties, LLC
|
Utah
|
High West Saloon, LLC
|
Utah
|
Home Brew Mart, Inc.
|
California
|
Tradenames:
|
|
Ballast Point
|
|
Four Corners Brewing, Co.
|
|
Funky Buddha Brewery
|
|
Industria Vidriera de Coahuila, S. de R.L. de C.V.
3
|
Mexico
|
Kikowhero Partnership
1
|
New Zealand
|
Kim Crawford Wines Limited
|
New Zealand
|
Kingstreet GmbH
|
Switzerland
|
Manor Park Cellars Limited
|
England and Wales
|
MXL H2O, S. de R.L. de C.V.
|
Mexico
|
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
|
Old Line Spirits, LLC
1
|
Maryland
|
Opus One Winery LLC
1
|
Delaware
|
Poderi Ducali Ruffino S.r.l. Società Agricola
|
Italy
|
Real McCoy Spirits, Corp.
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
|
Schrader Cellars, LLC
|
California
|
Tradename:
|
|
Schrader Cellars
|
|
Selaks Wines Limited
|
New Zealand
|
Servicios Modelo de Coahuila, S. de R.L. de C.V.
|
Mexico
|
Springfield Partnership
1
|
New Zealand
|
STZ Lucky Stars LLC
|
Delaware
|
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
4
|
Kentucky
|
The Hogue Cellars, Ltd.
|
Washington
|
Tradenames:
|
|
3 Blind Moose Cellars
|
|
Big O Wine Company
|
|
Buffalo Ridge Wine Cellars
|
|
Charles Smith Wines
|
|
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
|
|
Spoken Barrell
|
|
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
5
|
New Zealand
|
Vidriera Holdings S.à r.l. a/k/a Vidriera Holdings GmbH
3
|
Switzerland
|
Vivify Beverages, LLC
1
|
Delaware
|
Vincor Finance, LLC
|
Delaware
|
Wicer, LLC
1
|
Delaware
|
24 Ligne LLC
1
|
New York
|
Tradename:
|
|
Black Button Distillery
|
|
|
|
In addition to the tradenames listed above, which are used by subsidiaries of the registrant, the registrant uses the following tradenames:
|
|
240 Days Winery
|
|
Alice White
|
|
Arbor Mist
|
|
Arbor Mist Winery
|
|
Aurora Valley Vineyards
|
|
Batavia Wine Cellars
|
|
Bisceglia Brothers Wine Co.
|
|
Black Box Distillers
|
|
Black Box Wines
|
|
Black Velvet Import Co.
|
|
Black Velvet Whisky Company
|
|
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 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
|
|
Mi Campo Spirits
|
|
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
|
|
Real McCoy Spirits
|
|
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 Cellar
|
|
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 that is an equity investment of the registrant; 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.
|
4
|
Entity is owned by an entity which is an equity investment that is less than wholly-owned by the registrant; financial results of this entity are not consolidated with those of the registrant.
|
5
|
Less than wholly-owned entity; financial results of this entity are not consolidated with those of the registrant.
|
/s/ William A. Newlands
|
William A. Newlands
|
President and Chief Executive Officer
|
/s/ David Klein
|
David Klein
|
Executive Vice President and
|
Chief Financial Officer
|
Dated:
|
April 23, 2019
|
/s/ William A. Newlands
|
|
William A. Newlands,
President and Chief Executive Officer
|
Dated:
|
April 23, 2019
|
/s/ David Klein
|
|
|
David Klein,
Executive Vice President and
Chief Financial Officer
|