NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2018
(unaudited)
1
. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of presentation –
Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to Constellation Brands, Inc. and its subsidiaries. We have prepared the consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reporting on Form 10-Q and reflect, in our opinion, all adjustments necessary to present fairly our financial information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted as permitted by such rules and regulations. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended
February 28, 2018
(the “2018 Annual Report”), and include the recently adopted accounting guidance described below and in Note 2 herein. Results of operations for interim periods are not necessarily indicative of annual results.
Summary of significant accounting policies –
Revenue recognition:
Effective March 1, 2018, we adopted the FASB amended guidance regarding the recognition of revenue from contracts with customers using the retrospective application method (see Note 2 for impacts of adoption). Our revenue (referred to in our financial statements as “sales”) consists primarily of the sale of beer, wine and spirits domestically in the U.S. Sales of products are for cash or otherwise agreed-upon credit terms. Our payment terms vary by location and customer, however, the time period between when revenue is recognized and when payment is due is not significant. Our customers consist primarily of wholesale distributors. Our revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the customer, depending upon the method of distribution and shipping terms. Revenue is measured as the amount of consideration we expect to receive in exchange for the sale of our product. Our sales terms do not allow for a right of return except for matters related to any manufacturing defects on our part. Amounts billed to customers for shipping and handling are included in sales.
As noted, the majority of our revenues are generated from the domestic sale of beer, wine and spirits to wholesale distributors in the U.S. Our other revenue generating activities include the export of certain of our products to select international markets, as well as the sale of our products through state alcohol beverage control agencies and on-premise, retail locations in certain markets. We have evaluated these other revenue generating activities under the disaggregation disclosure criteria outlined within the amended guidance and concluded that these other revenue generating activities are immaterial for separate disclosure. See Note
16
for disclosure of net sales by product type.
Sales reflect reductions attributable to consideration given to customers in various customer incentive programs, including pricing discounts on single transactions, volume discounts, promotional and advertising allowances, coupons and rebates. This variable consideration is recorded as a reduction of the transaction price based upon expected amounts at the time revenue for the corresponding product sale is recognized. For example, customer promotional discount programs are entered into with certain distributors for certain periods of time. The amount ultimately reimbursed to distributors is determined based upon agreed-upon promotional discounts which are applied to distributors’ sales to retailers. Other common forms of variable consideration include volume rebates for meeting established sales targets, and coupons and mail-in rebates offered to the end consumer. The determination of the reduction of the transaction price for variable consideration requires that we make certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recognized. We estimate this variable consideration by taking into account factors such as the nature of the promotional activity, historical information and current trends, availability of actual results, and expectations of customer and consumer behavior.
Excise taxes remitted to tax authorities are government-imposed excise taxes on our beverage alcohol products. Excise taxes are shown on a separate line item as a reduction of sales. Excise taxes are recognized as a current liability in other accrued expenses and liabilities, with the liability subsequently reduced when the taxes are remitted to the tax authority.
2
. ACCOUNTING GUIDANCE:
Recently adopted accounting guidance –
Revenue recognition:
In May 2014, the FASB issued guidance regarding the recognition of revenue from contracts with customers. Under this guidance, an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
We adopted this guidance on March 1, 2018, using the retrospective application method to allow for comparable reporting in all periods throughout the year ending February 28, 2019. Based on our analysis, we concluded that the adoption of the amended guidance did not have a material impact on our net sales recognition. However, the broad definition of variable consideration under this guidance requires us to estimate and recognize certain variable payments resulting from various sales incentives earlier than we have historically recognized them. This change in the timing of when we recognize sales incentive expenses resulted in a shift in net sales recognition primarily between our fiscal quarters. Under the retrospective application method, we recognized the cumulative impact of adopting this guidance in the first quarter of fiscal 2019 with a reduction to our March 1, 2016, opening retained earnings of
$49.0 million
, net of income tax effect, with an offsetting increase to current accrued promotion expense and the recognition of a deferred tax asset to align the timing of when we recognize sales incentive expense and when we recognize revenue.
The effects of the retrospective application method on our consolidated financial statements for the periods presented in this report were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Previously
Reported
|
|
Revenue
Recognition
Adjustments
|
|
As
Adjusted
|
(in millions, except per share data
)
|
|
|
|
|
|
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
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Previously
Reported
|
|
Revenue
Recognition
Adjustments
|
|
As
Adjusted
|
(in millions, except per share data
)
|
|
|
|
|
|
Consolidated Statement of Comprehensive Income for the Nine Months Ended November 30, 2017
|
Sales
|
$
|
6,391.4
|
|
|
$
|
(0.8
|
)
|
|
$
|
6,390.6
|
|
Net sales
|
$
|
5,819.1
|
|
|
$
|
(0.8
|
)
|
|
$
|
5,818.3
|
|
Gross profit
|
$
|
2,968.1
|
|
|
$
|
(0.8
|
)
|
|
$
|
2,967.3
|
|
Operating income
|
$
|
1,768.8
|
|
|
$
|
(0.8
|
)
|
|
$
|
1,768.0
|
|
Income before income taxes
|
$
|
1,754.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
1,753.5
|
|
Provision for income taxes
|
$
|
(352.3
|
)
|
|
$
|
0.3
|
|
|
$
|
(352.0
|
)
|
Net income
|
$
|
1,402.0
|
|
|
$
|
(0.5
|
)
|
|
$
|
1,401.5
|
|
Net income attributable to CBI
|
$
|
1,393.4
|
|
|
$
|
(0.5
|
)
|
|
$
|
1,392.9
|
|
Comprehensive income attributable to CBI
|
$
|
1,584.2
|
|
|
$
|
(0.5
|
)
|
|
$
|
1,583.7
|
|
|
|
|
|
|
|
Net income per common share attributable to CBI:
|
|
|
|
|
|
Basic – Class A Common Stock
|
$
|
7.22
|
|
|
$
|
—
|
|
|
$
|
7.22
|
|
Basic – Class B Convertible Common Stock
|
$
|
6.55
|
|
|
$
|
—
|
|
|
$
|
6.55
|
|
|
|
|
|
|
|
Diluted – Class A Common Stock
|
$
|
6.93
|
|
|
$
|
(0.01
|
)
|
|
$
|
6.92
|
|
Diluted – Class B Convertible Common Stock
|
$
|
6.40
|
|
|
$
|
—
|
|
|
$
|
6.40
|
|
|
|
|
|
|
|
Consolidated Statement of Comprehensive Income for the Three Months Ended November 30, 2017
|
Sales
|
$
|
1,978.9
|
|
|
$
|
2.8
|
|
|
$
|
1,981.7
|
|
Net sales
|
$
|
1,799.1
|
|
|
$
|
2.8
|
|
|
$
|
1,801.9
|
|
Gross profit
|
$
|
907.5
|
|
|
$
|
2.8
|
|
|
$
|
910.3
|
|
Operating income
|
$
|
486.8
|
|
|
$
|
2.8
|
|
|
$
|
489.6
|
|
Income before income taxes
|
$
|
644.2
|
|
|
$
|
2.8
|
|
|
$
|
647.0
|
|
Provision for income taxes
|
$
|
(149.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(150.6
|
)
|
Net income
|
$
|
494.7
|
|
|
$
|
1.7
|
|
|
$
|
496.4
|
|
Net income attributable to CBI
|
$
|
491.1
|
|
|
$
|
1.7
|
|
|
$
|
492.8
|
|
Comprehensive income attributable to CBI
|
$
|
369.5
|
|
|
$
|
1.7
|
|
|
$
|
371.2
|
|
|
|
|
|
|
|
Net income per common share attributable to CBI:
|
|
|
|
|
|
Basic – Class A Common Stock
|
$
|
2.54
|
|
|
$
|
0.01
|
|
|
$
|
2.55
|
|
Basic – Class B Convertible Common Stock
|
$
|
2.31
|
|
|
$
|
0.01
|
|
|
$
|
2.32
|
|
|
|
|
|
|
|
Diluted – Class A Common Stock
|
$
|
2.44
|
|
|
$
|
0.01
|
|
|
$
|
2.45
|
|
Diluted – Class B Convertible Common Stock
|
$
|
2.26
|
|
|
$
|
—
|
|
|
$
|
2.26
|
|
The adoption of the revenue recognition guidance had
no
impact to cash flows from operating, financing or investing activities in our consolidated statement of cash flows for the nine months ended November 30, 2017.
Income taxes:
In October 2016, the FASB issued guidance that simplifies the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Under this guidance, an entity is required to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Prior guidance prohibited the recognition in earnings of current and deferred income taxes for an intra-entity asset transfer until the asset had been sold to an outside party or recovered through use.
We adopted this guidance on March 1, 2018, using the modified retrospective basis, which requires a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Based on
our assessment of intra-entity asset transfers that are in scope and the related deferred income taxes, in the first quarter of fiscal 2019, we recognized a net increase in our March 1, 2018, opening retained earnings and deferred tax assets of
$2.2 billion
, primarily in connection with the intra-entity transfer of certain intellectual property related to our imported beer business for the year ended February 28, 2018.
Accounting guidance not yet adopted
–
Leases:
In February 2016, the FASB issued guidance for the accounting for leases. Under this guidance, a lessee will recognize assets and liabilities on its balance sheet for most leases, but will recognize expense similar to current lease accounting guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We are required to adopt this guidance for our annual and interim periods beginning March 1, 2019. We intend to implement this guidance under the modified retrospective approach and apply the transition method which does not require adjustments to comparative periods or require modified disclosures for those comparative periods.
The guidance provides a number of optional practical expedients in transition. We expect to elect all of the available transition practical expedients, other than the use-of-hindsight. We are currently preparing to implement changes to our accounting policies, systems and controls, including the implementation of new leasing software capable of producing the required data for accounting and disclosure purposes. Based on analysis to date, we do not expect the adoption of this guidance to have a material impact on our results of operations or liquidity. We are in the process of quantifying the impact on our financial condition from applying this guidance, including the recognition of new right-of-use assets and lease liabilities associated with our operating leases. Among other items, we are finalizing (i) the development and application of the rates at which future lease payments will be discounted and (ii) the review of our existing contracts for embedded lease arrangements. Our assessment will be completed during the fourth quarter of fiscal 2019.
The guidance also provides practical expedients for an entity’s ongoing accounting. We expect to elect the short-term lease recognition exemption which will allow us to not recognize right-of-use assets and lease liabilities for all leases with an initial term of 12 months or less. We also expect to elect the practical expedient to not separate lease and non-lease components for all of our leases.
3
. INVENTORIES:
Inventories are stated at the lower of cost (primarily computed in accordance with the first-in, first-out method) or net realizable value. Elements of cost include materials, labor and overhead and consist of the following:
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|
November 30,
2018
|
|
February 28,
2018
|
(in millions
)
|
|
|
|
Raw materials and supplies
|
$
|
142.3
|
|
|
$
|
160.8
|
|
In-process inventories
|
1,532.5
|
|
|
1,382.8
|
|
Finished case goods
|
523.2
|
|
|
540.4
|
|
|
$
|
2,198.0
|
|
|
$
|
2,084.0
|
|
Related party transactions and arrangements –
We have an equally-owned glass production plant joint venture with Owens-Illinois. We have entered into various contractual arrangements with affiliates of Owens-Illinois primarily for the purchase of glass bottles used largely in our imported and craft beer portfolios. Amounts purchased under these arrangements were
$172.4 million
and
$282.5 million
for the
nine months ended
November 30, 2018
, and
November 30, 2017
, respectively, and
$48.7 million
and
$83.4 million
for the
three months ended
November 30, 2018
, and
November 30, 2017
, respectively.
4
. DERIVATIVE INSTRUMENTS:
Overview –
Our risk management and derivative accounting policies are presented in Notes 1 and 6 of our consolidated financial statements included in our 2018 Annual Report and have not changed significantly for the
nine months and three months ended
November 30, 2018
. In addition, we have investments in certain equity securities which provide us with the option to purchase an additional ownership interest in the equity securities of that issuer (see Note 8). These investments are included in other assets and are accounted for at fair value, with the net gain (loss) from the changes in fair value of these investments recognized in income (loss) from unconsolidated investments (see Note 5).
The aggregate notional value of outstanding derivative instruments is as follows:
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|
|
|
|
|
|
|
|
November 30,
2018
|
|
February 28,
2018
|
(in millions
)
|
|
|
|
Derivative instruments designated as hedging instruments
|
|
|
|
Foreign currency contracts
|
$
|
1,598.7
|
|
|
$
|
1,465.4
|
|
|
|
|
|
Derivative instruments not designated as hedging instruments
|
|
|
|
Foreign currency contracts
|
$
|
356.8
|
|
|
$
|
440.6
|
|
Commodity derivative contracts
|
$
|
260.2
|
|
|
$
|
177.5
|
|
Credit risk –
We are exposed to credit-related losses if the counterparties to our derivative contracts default. This credit risk is limited to the fair value of the derivative contracts. To manage this risk, we contract only with major financial institutions that have earned investment-grade credit ratings and with whom we have standard International Swaps and Derivatives Association agreements which allow for net settlement of the derivative contracts. We have also established counterparty credit guidelines that are regularly monitored. Because of these safeguards, we believe the risk of loss from counterparty default to be immaterial.
In addition, our derivative instruments are not subject to credit rating contingencies or collateral requirements. As of
November 30, 2018
, the estimated fair value of derivative instruments in a net liability position due to counterparties was
$65.8 million
. If we were required to settle the net liability position under these derivative instruments on
November 30, 2018
, we would have had sufficient available liquidity on hand to satisfy this obligation.
Results of period derivative activity –
The estimated fair value and location of our derivative instruments on our balance sheets are as follows (see Note
5
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
Liabilities
|
|
November 30,
2018
|
|
February 28,
2018
|
|
|
November 30,
2018
|
|
February 28,
2018
|
(in millions)
|
|
|
|
|
|
|
|
|
Derivative instruments designated as hedging instruments
|
Foreign currency contracts:
|
Prepaid expenses and other
|
$
|
4.8
|
|
|
$
|
21.2
|
|
|
Other accrued expenses and liabilities
|
$
|
34.9
|
|
|
$
|
7.8
|
|
Other assets
|
$
|
4.9
|
|
|
$
|
17.0
|
|
|
Other liabilities
|
$
|
30.6
|
|
|
$
|
9.9
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments not designated as hedging instruments
|
Foreign currency contracts:
|
Prepaid expenses and other
|
$
|
1.6
|
|
|
$
|
2.1
|
|
|
Other accrued expenses and liabilities
|
$
|
2.0
|
|
|
$
|
2.2
|
|
Commodity derivative contracts:
|
Prepaid expenses and other
|
$
|
6.6
|
|
|
$
|
6.3
|
|
|
Other accrued expenses and liabilities
|
$
|
8.7
|
|
|
$
|
3.0
|
|
Other assets
|
$
|
1.7
|
|
|
$
|
2.8
|
|
|
Other liabilities
|
$
|
8.5
|
|
|
$
|
2.6
|
|
The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as Other Comprehensive Income (“OCI”), net of income tax effect, is as follows:
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|
|
|
|
|
|
|
|
|
|
|
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 Nine Months Ended November 30, 2018
|
|
|
|
|
|
|
Foreign currency contracts
|
|
$
|
(55.6
|
)
|
|
Sales
|
|
$
|
0.1
|
|
|
|
|
|
Cost of product sold
|
|
5.2
|
|
|
|
$
|
(55.6
|
)
|
|
|
|
$
|
5.3
|
|
|
|
|
|
|
|
|
For the Nine Months Ended November 30, 2017
|
|
|
|
|
|
|
Foreign currency contracts
|
|
$
|
44.5
|
|
|
Sales
|
|
$
|
(0.3
|
)
|
|
|
|
|
Cost of product sold
|
|
0.3
|
|
Interest rate swap contracts
|
|
(1.5
|
)
|
|
Interest expense
|
|
1.3
|
|
|
|
$
|
43.0
|
|
|
|
|
$
|
1.3
|
|
|
|
|
|
|
|
|
For the Three Months Ended November 30, 2018
|
|
|
|
|
|
|
Foreign currency contracts
|
|
$
|
(48.6
|
)
|
|
Sales
|
|
$
|
—
|
|
|
|
|
|
Cost of product sold
|
|
0.5
|
|
|
|
$
|
(48.6
|
)
|
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
For the Three Months Ended November 30, 2017
|
|
|
|
|
|
|
Foreign currency contracts
|
|
$
|
(22.1
|
)
|
|
Sales
|
|
$
|
(0.4
|
)
|
|
|
|
|
Cost of product sold
|
|
2.3
|
|
Interest rate swap contracts
|
|
0.9
|
|
|
Interest expense
|
|
1.4
|
|
|
|
$
|
(21.2
|
)
|
|
|
|
$
|
3.3
|
|
We expect
$15.5 million
of net losses, net of income tax effect, to be reclassified from accumulated other comprehensive income (loss) (“AOCI”) to our results of operations within the next 12 months.
The effect of our undesignated derivative instruments on our results of operations is as follows:
|
|
|
|
|
|
|
|
|
|
Derivative Instruments Not
Designated as Hedging Instruments
|
|
|
|
Location of Net Gain (Loss)
Recognized in Income
|
|
Net
Gain (Loss)
Recognized
in Income
|
(in millions)
|
|
|
|
|
|
|
For the Nine Months Ended November 30, 2018
|
|
|
|
|
|
|
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
(5.1
|
)
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
(58.5
|
)
|
Interest rate swap contracts
|
|
|
|
Interest expense
|
|
35.0
|
|
|
|
|
|
|
|
$
|
(28.6
|
)
|
|
|
|
|
|
|
|
For the Nine Months Ended November 30, 2017
|
|
|
|
|
|
|
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
4.3
|
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
4.4
|
|
|
|
|
|
|
|
$
|
8.7
|
|
|
|
|
|
|
|
|
For the Three Months Ended November 30, 2018
|
|
|
|
|
|
|
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
(14.7
|
)
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
(30.4
|
)
|
Interest rate swap contracts
|
|
|
|
Interest expense
|
|
32.3
|
|
|
|
|
|
|
|
$
|
(12.8
|
)
|
|
|
|
|
|
|
|
For the Three Months Ended November 30, 2017
|
|
|
|
|
|
|
Commodity derivative contracts
|
|
|
|
Cost of product sold
|
|
$
|
3.5
|
|
Foreign currency contracts
|
|
|
|
Selling, general and administrative expenses
|
|
(2.0
|
)
|
|
|
|
|
|
|
$
|
1.5
|
|
5
. FAIR VALUE OF FINANCIAL INSTRUMENTS:
Authoritative guidance establishes a framework for measuring fair value, including a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy includes three levels:
|
|
•
|
Level 1 inputs are quoted prices in active markets for identical assets or liabilities;
|
|
|
•
|
Level 2 inputs include data points that are observable such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) such as interest rates and yield curves that are observable for the asset and liability, either directly or indirectly; and
|
|
|
•
|
Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
|
Fair value methodology and assumptions –
The following methods and assumptions are used to estimate the fair value for each class of our financial instruments:
Foreign currency and commodity derivative contracts:
The fair value is estimated using market-based inputs, obtained from independent pricing services, entered into valuation models. These valuation models require various inputs, including contractual terms, market foreign exchange prices, market commodity prices, interest-rate yield curves and currency volatilities, as applicable (Level 2 fair value measurement).
Canopy investments:
Equity securities, Common stock
–
The fair value of the November 2017 Canopy Investment (as defined in Note
8
) is calculated through the date of the November 2018 Canopy Transaction (as defined in Note
8
) by using the closing market price of the underlying equity security (Level 1 fair value measurement). As of the date of the November 2018 Canopy Transaction, the November 2017 Canopy Investment, collectively with the November 2018 Canopy Investment (as defined in Note
8
), is accounted for under the equity method (see Note
8
).
Equity securities, Warrants
–
The fair value of the November 2017 Canopy Warrants and the November 2018 Canopy Warrants (both as defined in Note
8
) is estimated using the Black-Scholes option-pricing model (Level 2 fair value measurement). The assumptions used to estimate the fair value of the warrants are as follows:
|
|
|
|
|
|
|
|
|
|
|
November 30, 2018
|
|
February 28, 2018
|
|
November
2018 Canopy
Warrants
|
|
November
2017 Canopy
Warrants
|
|
November
2017 Canopy
Warrants
|
Expected life
(1)
|
2.9 years
|
|
|
1.4 years
|
|
|
2.2 years
|
|
Expected volatility
(2)
|
75.2
|
%
|
|
83.2
|
%
|
|
70.9
|
%
|
Risk-free interest rate
(3)
|
2.2
|
%
|
|
2.1
|
%
|
|
1.8
|
%
|
Expected dividend yield
(4)
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
|
(1)
|
Based on the expiration date of the warrants.
|
|
|
(2)
|
Based on historical volatility levels of the underlying equity security.
|
|
|
(3)
|
Based on the implied yield currently available on Canadian Treasury zero coupon issues with a remaining term equal to the expected life.
|
|
|
(4)
|
Based on historical dividend levels.
|
Debt securities, Convertible
–
In June 2018, we acquired convertible debt securities issued by Canopy for
C$200.0 million
, or
$150.5 million
(the “Canopy Debt Securities”). We have elected the fair value option to account for the Canopy Debt Securities. This provides the greatest level of consistency with the accounting treatment for the November 2017 Canopy Warrants. Interest income on the Canopy Debt Securities is calculated using the effective interest method and is recognized separately from the changes in fair value in interest expense. The Canopy Debt Securities have a contractual maturity of five years from the date of issuance, but may be converted prior to maturity by either party upon the occurrence of certain events. At settlement, the Canopy Debt Securities can be settled at the option of the issuer, in cash, equity shares of the issuer, or a combination thereof. The fair value is estimated using a binomial lattice option-pricing model (Level 2 fair value measurement). As of
November 30, 2018
, the assumptions used to estimate the fair value of the Canopy Debt Securities are as follows:
|
|
|
|
Remaining term
(1)
|
4.6 years
|
|
Expected volatility
(2)
|
44.2
|
%
|
Risk-free interest rate
(3)
|
2.2
|
%
|
Expected dividend yield
(4)
|
0.0
|
%
|
|
|
(1)
|
Based on the contractual maturity date of the notes.
|
|
|
(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 implied yield currently available on Canadian Treasury zero coupon issues with a term equal to the remaining contractual term of the debt securities.
|
|
|
(4)
|
Based on historical dividend levels.
|
Debt securities, Available-for-sale (“AFS”)
: The fair value is estimated by discounting cash flows using market-based inputs (Level 3 fair value measurement) (see Note
9
).
Short-term borrowings:
The revolving credit facility under our senior credit facility is a variable interest rate bearing note which includes a fixed margin which is adjustable based upon our debt rating (as defined in our senior credit facility). Its fair value is estimated by discounting cash flows using LIBOR plus a margin reflecting
current market conditions obtained from participating member financial institutions (Level 2 fair value measurement). The remaining instruments, including our commercial paper, are variable interest rate bearing notes for which the carrying value approximates the fair value.
Long-term debt:
The term loans under our 2018 Credit Agreement and our Term Credit Agreement (both as defined in Note
10
) are variable interest rate bearing notes which include a fixed margin which is adjustable based upon our debt rating. The Senior Floating Rate Notes (as defined in Note
10
) are variable interest rate bearing notes which include a fixed margin. The fair value of the term loans and the Senior Floating Rate Notes are estimated by discounting cash flows using LIBOR plus a margin reflecting current market conditions obtained from participating member financial institutions (Level 2 fair value measurement). The fair value of the remaining long-term debt, which is primarily fixed interest rate, is estimated by discounting cash flows using interest rates currently available for debt with similar terms and maturities (Level 2 fair value measurement).
The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings, approximate fair value as of
November 30, 2018
, and
February 28, 2018
, due to the relatively short maturity of these instruments. As of
November 30, 2018
, the carrying amount of long-term debt, including the current portion, was
$12,838.1 million
, compared with an estimated fair value of
$12,460.7 million
. As of
February 28, 2018
, the carrying amount of long-term debt, including the current portion, was
$9,439.9 million
, compared with an estimated fair value of
$9,398.4 million
.
Recurring basis measurements –
The following table presents our financial assets and liabilities measured at estimated fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
(in millions)
|
|
|
|
|
|
|
|
November 30, 2018
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
11.3
|
|
|
$
|
—
|
|
|
$
|
11.3
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
8.3
|
|
|
$
|
—
|
|
|
$
|
8.3
|
|
Equity securities
(1) (2)
|
$
|
—
|
|
|
$
|
1,881.2
|
|
|
$
|
—
|
|
|
$
|
1,881.2
|
|
Canopy Debt Securities
(2)
|
$
|
—
|
|
|
$
|
166.9
|
|
|
$
|
—
|
|
|
$
|
166.9
|
|
Liabilities:
|
|
|
|
|
|
|
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
67.5
|
|
|
$
|
—
|
|
|
$
|
67.5
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
17.2
|
|
|
$
|
—
|
|
|
$
|
17.2
|
|
|
|
|
|
|
|
|
|
February 28, 2018
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
40.3
|
|
|
$
|
—
|
|
|
$
|
40.3
|
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
$
|
9.1
|
|
Equity securities
(1)
|
$
|
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:
|
November 30, 2018
|
|
February 28, 2018
|
|
(in millions)
|
|
|
|
|
November 2017 Canopy Investment
|
$
|
—
|
|
|
$
|
402.4
|
|
|
November 2017 Canopy Warrants
|
476.8
|
|
|
253.2
|
|
|
November 2018 Canopy Warrants
|
1,404.4
|
|
|
—
|
|
|
|
$
|
1,881.2
|
|
|
$
|
655.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Unrealized net gain (loss) from the changes in fair value of our securities measured at fair value recognized in income (loss) from unconsolidated investments, are as follows:
|
|
|
For the Nine Months Ended
|
|
For the Three Months Ended
|
|
|
November 30, 2018
|
|
November 30, 2017
|
|
November 30, 2018
|
|
November 30, 2017
|
|
(in millions)
|
|
|
|
|
|
|
|
|
November 2017 Canopy Investment
(i)
|
$
|
292.5
|
|
|
$
|
139.7
|
|
|
$
|
(168.5
|
)
|
|
$
|
139.7
|
|
|
November 2017 Canopy Warrants
|
223.5
|
|
|
77.1
|
|
|
(212.4
|
)
|
|
77.1
|
|
|
November 2018 Canopy Warrants
|
257.6
|
|
|
—
|
|
|
257.6
|
|
|
—
|
|
|
Canopy Debt Securities
|
12.9
|
|
|
—
|
|
|
(40.6
|
)
|
|
—
|
|
|
|
$
|
786.5
|
|
|
$
|
216.8
|
|
|
$
|
(163.9
|
)
|
|
$
|
216.8
|
|
|
(i)
|
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.
|
Nonrecurring basis measurements –
The following table presents our assets and liabilities measured at estimated fair value on a nonrecurring basis for which an impairment assessment was performed for the period presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Nine Months Ended November 30, 2017
|
|
|
|
|
|
|
|
Trademarks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136.0
|
|
|
$
|
86.8
|
|
For the first quarter of fiscal 2018, we identified certain negative trends within our Beer segment’s Ballast Point craft beer portfolio which, when combined with the then-recent negative craft beer industry trends, indicated that it was more likely than not that the fair value of our indefinite lived intangible asset associated with the craft beer trademarks might be below its carrying value. Accordingly, we performed a quantitative assessment for impairment of the craft beer trademark asset. As a result of this assessment, the craft beer trademark asset with a carrying value of
$222.8 million
was written down to its estimated fair value of
$136.0 million
, resulting in an impairment of
$86.8 million
. This impairment is included in selling, general and administrative expenses.
6
. GOODWILL:
The changes in the carrying amount of goodwill are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
11.8
|
|
|
34.1
|
|
Foreign currency translation adjustments
|
(48.7
|
)
|
|
(6.7
|
)
|
|
(55.4
|
)
|
Balance, November 30, 2018
|
$
|
5,131.2
|
|
|
$
|
2,930.6
|
|
|
$
|
8,061.8
|
|
|
|
(1)
|
Purchase accounting allocations associated primarily with the acquisitions of a brewery operation business in Obregon, Sonora, Mexico (the “Obregon Brewery”) (
$13.8 million
) and Funky Buddha Brewery LLC (Beer), and Schrader Cellars, LLC (Wine and Spirits).
|
|
|
(2)
|
Preliminary purchase accounting allocations associated primarily with the acquisitions of
F
our Corners Brewing Company LLC (Beer) and a production facility in Italy (Wine and Spirits).
|
Acquisitions –
Four Corners:
In July 2018, we acquired the Four Corners Brewing Company LLC business, a portfolio of high-performing, dynamic and bicultural, Texas-based craft beers (“Four Corners”). This transaction primarily included the acquisition of operations, goodwill, property, plant and equipment, and trademarks, plus an earn-out over five years based on the performance of the brands. The results of operations of Four Corners are reported in the Beer segment and have been included in our consolidated results of operations from the date of acquisition.
Other:
In October 2018, we acquired a business in Italy, consisting primarily of a production facility, vineyards and inventory, to provide for additional processing and sourcing capabilities for our Italian wine portfolio.
During the year ended February 28, 2018, we completed the acquisitions of other businesses, including the Funky Buddha Brewery LLC business, which included a portfolio of high-quality, Florida-based craft beers (“Funky Buddha”), and the Schrader Cellars, LLC business, which included a collection of highly-rated, limited-production fine wines (“Schrader Cellars”). The total combined purchase price for these acquisitions was
$149.8 million
. The purchase price for each acquisition was primarily allocated to goodwill and trademarks. In addition, the purchase price for Funky Buddha includes an earn-out over five years based on the performance of the brands. The results of operations of these acquired brands are reported in the respective segment and have been included in our consolidated results of operations from their respective date of acquisition.
7
. INTANGIBLE ASSETS:
The major components of intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2018
|
|
February 28, 2018
|
|
Gross
Carrying
Amount
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Net
Carrying
Amount
|
(in millions)
|
|
|
|
|
|
|
|
Amortizable intangible assets
|
|
|
|
|
|
|
|
Customer relationships
|
$
|
89.9
|
|
|
$
|
40.4
|
|
|
$
|
89.8
|
|
|
$
|
44.2
|
|
Other
|
20.4
|
|
|
1.0
|
|
|
20.3
|
|
|
1.4
|
|
Total
|
$
|
110.3
|
|
|
41.4
|
|
|
$
|
110.1
|
|
|
45.6
|
|
|
|
|
|
|
|
|
|
Nonamortizable intangible assets
|
|
|
|
|
|
|
|
Trademarks
|
|
|
3,266.4
|
|
|
|
|
3,259.2
|
|
Total intangible assets
|
|
|
$
|
3,307.8
|
|
|
|
|
$
|
3,304.8
|
|
We did not incur costs to renew or extend the term of acquired intangible assets for the
nine months and three months ended
November 30, 2018
, and
November 30, 2017
. Net carrying amount represents the gross carrying value net of accumulated amortization.
8
. EQUITY METHOD INVESTMENTS:
Our equity method investments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2018
|
|
February 28, 2018
|
|
Carrying Value
|
|
Ownership Percentage
|
|
Carrying Value
|
|
Ownership Percentage
|
(in millions)
|
|
|
|
|
|
|
|
Canopy Equity Method Investment
|
$
|
3,435.2
|
|
|
36.0
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Other equity method investments
|
147.8
|
|
|
20%-50%
|
|
|
121.5
|
|
|
20%-50%
|
|
|
$
|
3,583.0
|
|
|
|
|
$
|
121.5
|
|
|
|
In November 2017, we acquired
18.9 million
common shares, which represented a
9.9%
ownership interest in Ontario, Canada-based Canopy Growth Corporation (the “November 2017 Canopy Investment”), a public company and leading provider of medicinal and recreational cannabis products (“Canopy”), plus warrants which give us the option to purchase an additional
18.9 million
common shares of Canopy (the “November 2017 Canopy Warrants”) for
C$245.0 million
, or
$191.3 million
. The November 2017 Canopy Warrants were issued with an exercise price of
C$12.98
with 50% currently vested and the remaining 50% to vest on February 1, 2019. These warrants expire in May 2020
.
These investments have been accounted for at fair value from the date of investment through October 31, 2018 (see “Canopy Equity Method Investment” below).
On November 1, 2018, we increased our ownership interest in Canopy by acquiring an additional
104.5 million
common shares (the “November 2018 Canopy Investment”) (see Canopy Equity Method Investment below), plus warrants which give us the option to purchase an additional
139.7 million
common shares (the “November 2018 Canopy Warrants”, and together with the “November 2018 Canopy Investment”, the “November 2018 Canopy Transaction”) for
C$5,078.7 million
, or
$3,869.9 million
. The allocation of the consideration paid as of the date of closing was determined using a relative fair value approach based upon a market value of
C$5,060.9 million
for the acquired common shares and a fair value of
C$2,131.3 million
for the acquired warrants using a Black-Scholes option-pricing model with similar assumptions as disclosed in Note
5
. Accordingly,
C$3,573.7 million
, or
$2,723.1 million
, was allocated to the November 2018 Canopy Investment, and
C$1,505.0 million
, or
$1,146.8 million
, was allocated to the November 2018 Canopy Warrants. In addition, we incurred
$24.5 million
of direct acquisition costs which were allocated to the acquired securities utilizing this relative fair value approach.
This resulted in
$17.2 million
of direct acquisition costs being allocated to the November 2018 Canopy Investment and included in the value of the Canopy Equity Method Investment under the cost-accumulation model, and
$7.3 million
being allocated to the November 2018 Canopy Warrants and expensed to selling, general and administrative expenses.
The November 2018 Canopy Warrants consist of
88.5 million
warrants (the “Tranche A Warrants”) and
51.2 million
warrants (the “Tranche B Warrants”). The Tranche A Warrants are immediately exercisable at an exercise price of
C$50.40
. The Tranche B Warrants are exercisable upon the exercise, in full, of the Tranche A Warrants and at an exercise price equal to the volume-weighted average of the closing market price of Canopy’s common shares on the Toronto Stock Exchange for the five trading days immediately preceding the exercise date. The November 2018 Canopy Warrants expire in November 2021 and are accounted for at fair value from the date of investment. For the nine months and three months ended November 30, 2018, we recognized an unrealized net gain of
$257.6 million
resulting from the mark to fair value of the November 2018 Canopy Warrants.
On November 1, 2018, our ownership interest in Canopy increased to
36.6%
and, as we can now exercise significant influence over Canopy, we account for the November 2017 Canopy Investment and the November 2018 Canopy Investment, each of which represents an investment in common shares of Canopy, collectively, under the equity method (the “Canopy Equity Method Investment”). As of November 1, 2018, the Canopy Equity Method Investment balance consists of the amount allocated to the November 2018 Canopy Investment of
$2,740.3 million
, plus the fair value of the November 2017 Canopy Investment at the date of closing of
$694.9 million
. We will recognize equity in earnings for this investment on a two-month lag. Accordingly, we will recognize equity in earnings from Canopy’s results for the period November 1, 2018, through December 31, 2018, in our consolidated financial statements for the fourth quarter of fiscal 2019. As of
November 30, 2018
, the carrying amount of the Canopy Equity Method Investment is greater than our equity in the underlying assets of Canopy by approximately
$2.5 billion
due primarily to the estimated fair value of identifiable intangible assets and goodwill. Beginning with the fourth quarter of fiscal 2019, our equity in earnings from the Canopy Equity Method Investment will be adjusted to reflect, among other items, the amortization of the fair value adjustments associated with the definite-lived intangible assets over their estimated useful lives.
In connection with the November 2018 Canopy Transaction, we entered into foreign currency option contracts in August 2018 to fix the U.S. dollar cost of the transaction. For the nine months and three months ended November 30, 2018, we recognized net losses of
$30.2 million
and
$25.5 million
, respectively, in selling, general and administrative expenses with the payment at maturity of the derivative instruments reported as cash flows from investing activities in investments in equity method investees and securities.
Canopy has various convertible equity securities outstanding, including equity awards granted to its employees and options and warrants issued to various third parties, including our November 2017 Canopy Warrants and November 2018 Canopy Warrants. As of November 30, 2018, the conversion of Canopy equity securities held by its employees and/or held by other third parties would not have a significant effect on our share of Canopy’s reported earnings or losses. Additionally, under an amended and restated investor rights agreement, we have the option to purchase additional common shares of Canopy at the then-current price of the underlying equity security to allow us to maintain our relative ownership interest. The exercise of our November 2017 Canopy Warrants as of November 30, 2018, also would not have a significant effect on our share of Canopy’s reported earnings or losses. However, as of November 30, 2018, the exercise of all of the November 2017 Canopy Warrants and the November 2018 Canopy Warrants held by us would result in an increase in our ownership interest in Canopy to greater than 50% and the consolidation of Canopy’s results of operations in our consolidated results of operations with the recognition of an associated noncontrolling ownership interest, as appropriate. This may have a significant effect on our share of Canopy’s reported earnings or losses. As of
November 30, 2018
, the exercise of all Canopy warrants held by us would require a cash outflow of approximately
$5.3 billion
based on the terms of the November 2017 Canopy Warrants and the November 2018 Canopy Warrants. Additionally, as of
November 30, 2018
, the fair value of our equity method investment in Canopy was
$4,190.8 million
based on the closing price of the underlying equity security as of that date.
9
. OTHER ASSETS:
The major components of other assets are as follows:
|
|
|
|
|
|
|
|
|
|
November 30,
2018
|
|
February 28,
2018
|
(in millions
)
|
|
|
|
Deferred income taxes (see Note 2)
|
$
|
2,177.7
|
|
|
$
|
—
|
|
Investments in securities measured at fair value
|
2,048.1
|
|
|
672.2
|
|
Other
|
87.2
|
|
|
93.4
|
|
|
$
|
4,313.0
|
|
|
$
|
765.6
|
|
Sale of Accolade Wine Investment –
In May 2018, we completed the sale of our remaining interest in our previously-owned Australian and European business (the “
Accolade Wine Investment”)
for
A$149.1 million
, or
$113.6 million
, subject to closing adjustments. We received cash proceeds, net of direct costs to sell, of
$110.2 million
and a note receivable of
$3.4 million
. This interest consisted of an investment accounted for under the cost method and AFS debt securities. For the nine months ended November 30, 2018, we recognized a net gain of
$99.8 million
in connection with this transaction. This net gain is included in income (loss) from unconsolidated investments.
10
. BORROWINGS:
Borrowings consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2018
|
|
February 28,
2018
|
|
Current
|
|
Long-term
|
|
Total
|
|
Total
|
(in millions)
|
|
|
|
|
|
|
|
Short-term borrowings
|
|
|
|
|
|
|
|
Senior credit facility, Revolving credit loans
|
$
|
105.0
|
|
|
|
|
|
|
|
$
|
79.0
|
|
Commercial paper
|
626.5
|
|
|
|
|
|
|
|
266.9
|
|
Other
|
—
|
|
|
|
|
|
|
|
400.9
|
|
|
$
|
731.5
|
|
|
|
|
|
|
|
|
$
|
746.8
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
|
|
|
|
Senior credit facility, Term loan
|
$
|
5.0
|
|
|
$
|
489.0
|
|
|
$
|
494.0
|
|
|
$
|
497.7
|
|
Term loan credit facility
|
50.0
|
|
|
1,448.9
|
|
|
1,498.9
|
|
|
—
|
|
Senior notes
|
997.0
|
|
|
9,816.1
|
|
|
10,813.1
|
|
|
8,674.2
|
|
Other
|
13.6
|
|
|
18.5
|
|
|
32.1
|
|
|
268.0
|
|
|
$
|
1,065.6
|
|
|
$
|
11,772.5
|
|
|
$
|
12,838.1
|
|
|
$
|
9,439.9
|
|
Senior credit facility –
The Company, CIH International S.à r.l., a wholly-owned subsidiary of ours (“CIH”), CB International Finance S.à r.l., a wholly-owned subsidiary of ours (“CB International”) (together with CIH, the “European Borrowers”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), and certain other lenders were parties to a credit agreement, as amended and restated (the “2017 Credit Agreement”).
In August 2018, the Company, CIH, CB International, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into a Restatement Agreement (the “August 2018 Restatement Agreement”) that amended and restated the 2017 Credit Agreement (as amended and restated by the August 2018 Restatement Agreement, the “August 2018 Credit Agreement”). The principal changes effected by the August 2018 Restatement Agreement were:
|
|
•
|
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.
|
In September 2018, the Company, CB International, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into a Restatement Agreement (the “2018 Restatement Agreement”) that amended and restated the August 2018 Credit Agreement (as amended and restated by the 2018 Restatement Agreement, the “2018 Credit Agreement”). The primary change effected by the 2018 Restatement Agreement was the increase of the revolving credit facility from
$1.5 billion
to
$2.0 billion
and extension of its maturity to September 14, 2023. The 2018 Restatement Agreement also modified certain financial covenants in connection with the November 2018 Canopy Transaction and added various representations and warranties, covenants and an event of default related to the November 2018 Canopy Transaction.
Term Credit Agreement –
In September 2018, the Company, the Administrative Agent, and certain other lenders entered into a term loan credit agreement (the “Term Credit Agreement”). The Term Credit Agreement provides for aggregate credit facilities of
$1.5 billion
, consisting of a
$500.0 million
three-year term loan facility (the “Three-Year Term Facility”) and a
$1.0 billion
five-year term loan facility (the “Five-Year Term Facility”).
The Three-Year Term Facility is not subject to amortization payments, with the balance due and payable at maturity. The Five-Year Term Facility will be repaid in quarterly payments of principal equal to 1.25% of the original aggregate principal amount of the Five-Year Term Facility, with the balance due and payable at maturity.
The obligations under the Term Credit Agreement are guaranteed by certain of our U.S. subsidiaries. We and our subsidiaries are subject to covenants that are contained in the Term Credit Agreement, including those restricting the incurrence of additional indebtedness (including guarantees of indebtedness) by subsidiaries that are not guarantors, additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions, exceptions and thresholds. The financial covenants are limited to a minimum interest coverage ratio and a maximum net leverage ratio. The representations, warranties, covenants and events of default set forth in the Term Credit Agreement are substantially similar to those set forth in the 2018 Credit Agreement.
As of
November 30, 2018
, aggregate credit facilities under the 2018 Credit Agreement and the Term Credit Agreement consist of the following:
|
|
|
|
|
|
|
|
Amount
|
|
Maturity
|
(in millions)
|
|
|
|
2018 Credit Agreement
|
|
|
|
Revolving Credit Facility
(1) (2)
|
$
|
2,000.0
|
|
|
Sept 14, 2023
|
U.S. Term A-1 Facility
(1) (3)
|
500.0
|
|
|
July 14, 2024
|
|
$
|
2,500.0
|
|
|
|
Term Credit Agreement
|
|
|
|
Three-Year Term Facility
(1) (3)
|
$
|
500.0
|
|
|
Nov 1, 2021
|
Five-Year Term Facility
(1) (3)
|
1,000.0
|
|
|
Nov 1, 2023
|
|
$
|
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.
|
As of
November 30, 2018
, information with respect to borrowings under the 2018 Credit Agreement and the Term Credit Agreement is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 Credit Agreement
|
|
Term Credit Agreement
|
|
Revolving
Credit
Facility
|
|
U.S.
Term A-1
Facility
(1)
|
|
Three-Year
Term
Facility
(1)
|
|
Five-Year
Term
Facility
(1)
|
(in millions)
|
|
|
|
|
|
|
|
Outstanding borrowings
|
$
|
105.0
|
|
|
$
|
494.0
|
|
|
$
|
499.5
|
|
|
$
|
999.4
|
|
Interest rate
|
3.4
|
%
|
|
3.8
|
%
|
|
3.4
|
%
|
|
3.5
|
%
|
LIBOR margin
|
1.13
|
%
|
|
1.50
|
%
|
|
1.13
|
%
|
|
1.25
|
%
|
Outstanding letters of credit
|
$
|
10.7
|
|
|
|
|
|
|
|
Remaining borrowing capacity
(2)
|
$
|
1,257.2
|
|
|
|
|
|
|
|
|
|
(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
$627.1 million
(excluding unamortized discount) (see “Commercial paper program”).
|
Commercial paper program
–
In October 2018, our Board of Directors authorized a
$1.0 billion
increase to our commercial paper program, thereby providing for the issuance of up to an aggregate principal amount of
$2.0 billion
of commercial paper. Our commercial paper program is backed by unused commitments under our revolving credit facility under our 2018 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility under our 2018 Credit Agreement. As of
November 30, 2018
, we had
$626.5 million
of outstanding borrowings, net of unamortized discount, under our commercial paper program with a weighted average annual interest rate of
2.7%
and a weighted average remaining term of
14 days
.
Senior notes –
In October 2018, we issued
$2,150.0 million
aggregate principal amount of Senior Notes (the “October 2018 Senior Notes”). Proceeds from this offering, net of discount and debt issuance costs, were
$2,129.0 million
. The October 2018 Senior Notes consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
|
|
Redemption
|
|
Principal
|
|
Maturity
|
|
Interest Payments
|
|
Stated Redemption Date
|
|
Stated Basis Points
|
(
in millions, except basis points)
|
|
|
|
|
|
|
|
|
|
Senior Floating Rate Notes
(1) (2)
|
$
|
650.0
|
|
|
Nov 2021
|
|
Quarterly
|
|
|
|
|
4.40% Senior Notes
(1) (3)
|
$
|
500.0
|
|
|
Nov 2025
|
|
May/Nov
|
|
Sept 2025
|
|
20
|
|
4.65% Senior Notes
(1) (3)
|
$
|
500.0
|
|
|
Nov 2028
|
|
May/Nov
|
|
Aug 2028
|
|
25
|
|
5.25% Senior Notes
(1) (3)
|
$
|
500.0
|
|
|
Nov 2048
|
|
May/Nov
|
|
May 2048
|
|
30
|
|
|
|
(1)
|
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.
|
|
|
(2)
|
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.
|
|
|
(3)
|
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.
|
Interest rate swap contracts –
In August 2018, we entered into forward-starting interest rate swap contracts with an aggregate notional value of
$1,250.0 million
to economically hedge our exposure to interest rate volatility associated with the debt financing for the November 2018 Canopy Transaction. The effective date and mandatory termination date of the interest rate swap contracts were the same. The interest rate swap contracts were not designated as a hedge for accounting purposes. For the
nine months and three months ended
November 30, 2018
, we recognized a gain of
$35.0 million
and
$32.4 million
, respectively, in connection with the settlement of the interest rate swap contracts in October 2018. This amount was recognized in interest expense.
Other long-term debt
–
In August 2018, we recorded a conversion of
$248.4 million
from long-term debt to noncontrolling equity interests associated with the noncash settlement of a prior contractual agreement with our glass production plant joint venture partner, Owens-Illinois.
Debt payments
–
As of
November 30, 2018
, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of
$72.9 million
and
$16.1 million
, respectively) for the remaining three months of fiscal 2019 and for each of the five succeeding fiscal years and thereafter are as follows:
|
|
|
|
|
(in millions)
|
|
2019
|
$
|
16.6
|
|
2020
|
1,068.5
|
|
2021
|
764.1
|
|
2022
|
1,710.1
|
|
2023
|
1,856.6
|
|
2024
|
1,842.5
|
|
Thereafter
|
5,668.7
|
|
|
$
|
12,927.1
|
|
11
. INCOME TAXES:
Our effective tax rate for the
nine months ended
November 30, 2018
, and
November 30, 2017
, was
15.5%
and
20.1%
, respectively. Our effective tax rate for the
three months ended
November 30, 2018
, and
November 30, 2017
, was
10.2%
and
23.3%
, respectively.
For the
nine months and three months ended
November 30, 2018
, our effective tax rate was lower than the federal statutory rate of 21% primarily due to:
|
|
•
|
Lower effective tax rates applicable to our foreign businesses;
|
|
|
•
|
The recognition of an income tax benefit for the three months ended November 30, 2018, associated with an adjustment to provisional amounts recognized for the year ended February 28, 2018, in connection with the Tax Cuts and Jobs Act (the “TCJ Act”) (see additional discussion below); and
|
|
|
•
|
The recognition of a net income tax benefit from stock-based compensation award activity.
|
For the
three months ended
November 30, 2018
, our effective tax rate was also unfavorably impacted by the lower effective tax rate on the benefit of the net unrealized losses from the changes in fair value of the November 2017 Canopy investments.
For the
nine months and three months ended
November 30, 2017
, our effective tax rate was lower than the federal statutory rate of 35% primarily due to:
|
|
•
|
Lower effective tax rates applicable to our foreign businesses, including our assertion regarding indefinitely reinvesting earnings of certain foreign subsidiaries, which was initially asserted in the third quarter of fiscal 2017; and
|
|
|
•
|
The recognition of a net income tax benefit from stock-based compensation award activity.
|
On December 22, 2017, the TCJ Act was signed into law. The TCJ Act significantly changes U.S. corporate income taxes. Additionally, in December 2017, the SEC issued guidance related to the income tax accounting implications of the TCJ Act. This guidance provides a measurement period, which extends no longer than one year from the enactment date of the TCJ Act, during which a company may complete its accounting for the income tax implications of the TCJ Act. In accordance with this guidance, we recognized a provisional net income tax benefit for the year ended February 28, 2018. Refer to Note 13 of our consolidated financial statements included in our 2018 Annual Report for further information.
For the three months ended November 30, 2018, we completed our analysis of the income tax implications of the TCJ Act. We recognized an additional income tax benefit of
$37.6 million
resulting from a decrease in the mandatory one-time transition tax on unremitted earnings of our foreign businesses.
The TCJ Act also creates a new requirement that certain income earned by foreign subsidiaries (“GILTI”) be included in U.S. gross income. The FASB allows an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current period expense when incurred. We have elected to treat the tax effect of GILTI as a current-period expense when incurred.
12
. STOCKHOLDERS’ EQUITY:
In January 2018, our Board of Directors authorized the repurchase of up to
$3.0 billion
of our Class A Common Stock and Class B Convertible Common Stock (the “2018 Authorization”). The Board of Directors did not specify a date upon which this authorization would expire. Shares repurchased under the 2018 Authorization have become treasury shares.
For the
nine months ended
November 30, 2018
, we repurchased
2,352,145
shares of Class A Common Stock pursuant to the 2018 Authorization at an aggregate cost of
$504.3 million
through open market transactions.
As of
November 30, 2018
, total shares repurchased under the 2018 Authorizations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
In October 2018, our Board of Directors retired
74,000,000
shares of our Class A treasury stock. The retired shares are now authorized and unissued shares of our Class A Common Stock.
13
. NET INCOME PER COMMON SHARE ATTRIBUTABLE TO CBI:
For the
nine months and three months ended
November 30, 2018
, and
November 30, 2017
, net income per common share – diluted for Class A Common Stock has been computed using the if-converted method and assumes the exercise of stock options using the treasury stock method and the conversion of Class B Convertible Common Stock as this method is more dilutive than the two-class method. For the
nine months and three months ended
November 30, 2018
, and
November 30, 2017
, net income per common share – diluted for Class B Convertible Common Stock has been computed using the two-class method and does not assume conversion of Class B Convertible Common Stock into shares of Class A Common Stock.
The computation of basic and diluted net income per common share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended
|
|
November 30, 2018
|
|
November 30, 2017
|
|
Common Stock
|
|
Common Stock
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
(in millions, except per share data)
|
|
|
|
|
|
|
|
Net income attributable to CBI allocated – basic
|
$
|
1,949.3
|
|
|
$
|
247.1
|
|
|
$
|
1,240.0
|
|
|
$
|
152.9
|
|
Conversion of Class B common shares into Class A common shares
|
247.1
|
|
|
—
|
|
|
152.9
|
|
|
—
|
|
Effect of stock-based awards on allocated net income
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
Net income attributable to CBI allocated – diluted
|
$
|
2,196.4
|
|
|
$
|
241.5
|
|
|
$
|
1,392.9
|
|
|
$
|
149.3
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic
|
167.203
|
|
|
23.322
|
|
|
171.854
|
|
|
23.339
|
|
Conversion of Class B common shares into Class A common shares
|
23.322
|
|
|
—
|
|
|
23.339
|
|
|
—
|
|
Stock-based awards, primarily stock options
|
5.396
|
|
|
—
|
|
|
5.990
|
|
|
—
|
|
Weighted average common shares outstanding – diluted
|
195.921
|
|
|
23.322
|
|
|
201.183
|
|
|
23.339
|
|
|
|
|
|
|
|
|
|
Net income per common share attributable to CBI – basic
|
$
|
11.66
|
|
|
$
|
10.59
|
|
|
$
|
7.22
|
|
|
$
|
6.55
|
|
Net income per common share attributable to CBI – diluted
|
$
|
11.21
|
|
|
$
|
10.35
|
|
|
$
|
6.92
|
|
|
$
|
6.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
November 30, 2018
|
|
November 30, 2017
|
|
Common Stock
|
|
Common Stock
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
Net income attributable to CBI allocated – basic
|
$
|
268.9
|
|
|
$
|
34.2
|
|
|
$
|
438.7
|
|
|
$
|
54.1
|
|
Conversion of Class B common shares into Class A common shares
|
34.2
|
|
|
—
|
|
|
54.1
|
|
|
—
|
|
Effect of stock-based awards on allocated net income
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(1.3
|
)
|
Net income attributable to CBI allocated – diluted
|
$
|
303.1
|
|
|
$
|
33.7
|
|
|
$
|
492.8
|
|
|
$
|
52.8
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic
|
166.364
|
|
|
23.318
|
|
|
171.922
|
|
|
23.333
|
|
Conversion of Class B common shares into Class A common shares
|
23.318
|
|
|
—
|
|
|
23.333
|
|
|
—
|
|
Stock-based awards, primarily stock options
|
5.138
|
|
|
—
|
|
|
5.922
|
|
|
—
|
|
Weighted average common shares outstanding – diluted
|
194.820
|
|
|
23.318
|
|
|
201.177
|
|
|
23.333
|
|
|
|
|
|
|
|
|
|
Net income per common share attributable to CBI – basic
|
$
|
1.62
|
|
|
$
|
1.47
|
|
|
$
|
2.55
|
|
|
$
|
2.32
|
|
Net income per common share attributable to CBI – diluted
|
$
|
1.56
|
|
|
$
|
1.45
|
|
|
$
|
2.45
|
|
|
$
|
2.26
|
|
14
. COMPREHENSIVE INCOME ATTRIBUTABLE TO CBI:
Comprehensive income consists of net income, foreign currency translation adjustments, net unrealized gains (losses) on derivative instruments, net unrealized gains (losses) on AFS debt securities and pension/postretirement adjustments. The reconciliation of net income attributable to CBI to comprehensive income attributable to CBI is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
Net of Tax
Amount
|
(in millions)
|
|
|
|
|
|
For the Nine Months Ended November 30, 2018
|
|
|
|
|
|
Net income attributable to CBI
|
|
|
|
|
$
|
2,196.4
|
|
Other comprehensive income (loss) attributable to CBI:
|
|
|
|
|
|
Foreign currency translation adjustments:
|
|
|
|
|
|
Net losses
|
$
|
(248.4
|
)
|
|
$
|
—
|
|
|
(248.4
|
)
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
Net loss recognized in other comprehensive loss
|
(248.4
|
)
|
|
—
|
|
|
(248.4
|
)
|
Unrealized loss on cash flow hedges:
|
|
|
|
|
|
Net derivative losses
|
(61.7
|
)
|
|
8.1
|
|
|
(53.6
|
)
|
Reclassification adjustments
|
(5.0
|
)
|
|
1.2
|
|
|
(3.8
|
)
|
Net loss recognized in other comprehensive loss
|
(66.7
|
)
|
|
9.3
|
|
|
(57.4
|
)
|
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
Net AFS debt securities losses
|
(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 gains
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
Reclassification adjustments
|
0.3
|
|
|
(0.1
|
)
|
|
0.2
|
|
Net gain recognized in other comprehensive loss
|
0.5
|
|
|
(0.2
|
)
|
|
0.3
|
|
Other comprehensive loss attributable to CBI
|
$
|
(313.1
|
)
|
|
$
|
10.1
|
|
|
(303.0
|
)
|
Comprehensive income attributable to CBI
|
|
|
|
|
$
|
1,893.4
|
|
|
|
|
|
|
|
For the Nine Months Ended November 30, 2017
|
|
|
|
|
|
Net income attributable to CBI
|
|
|
|
|
$
|
1,392.9
|
|
Other comprehensive income (loss) attributable to CBI:
|
|
|
|
|
|
Foreign currency translation adjustments:
|
|
|
|
|
|
Net gains
|
$
|
154.4
|
|
|
$
|
(0.1
|
)
|
|
154.3
|
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
Net gain recognized in other comprehensive income
|
154.4
|
|
|
(0.1
|
)
|
|
154.3
|
|
Unrealized gain on cash flow hedges:
|
|
|
|
|
|
Net derivative gains
|
55.6
|
|
|
(16.7
|
)
|
|
38.9
|
|
Reclassification adjustments
|
(2.4
|
)
|
|
0.4
|
|
|
(2.0
|
)
|
Net gain recognized in other comprehensive income
|
53.2
|
|
|
(16.3
|
)
|
|
36.9
|
|
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
Net AFS debt securities losses
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
Net loss recognized in other comprehensive income
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
Pension/postretirement adjustments:
|
|
|
|
|
|
Net actuarial losses
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Reclassification adjustments
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Net loss recognized in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
Other comprehensive income attributable to CBI
|
$
|
207.2
|
|
|
$
|
(16.4
|
)
|
|
190.8
|
|
Comprehensive income attributable to CBI
|
|
|
|
|
$
|
1,583.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Tax
Amount
|
|
Tax (Expense)
Benefit
|
|
Net of Tax
Amount
|
(in millions)
|
|
|
|
|
|
For the Three Months Ended November 30, 2018
|
|
|
|
|
|
Net income attributable to CBI
|
|
|
|
|
$
|
303.1
|
|
Other comprehensive income (loss) attributable to CBI:
|
|
|
|
|
|
Foreign currency translation adjustments:
|
|
|
|
|
|
Net losses
|
$
|
(155.9
|
)
|
|
$
|
—
|
|
|
(155.9
|
)
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
Net loss recognized in other comprehensive loss
|
(155.9
|
)
|
|
—
|
|
|
(155.9
|
)
|
Unrealized loss on cash flow hedges:
|
|
|
|
|
|
Net derivative losses
|
(52.5
|
)
|
|
7.1
|
|
|
(45.4
|
)
|
Reclassification adjustments
|
(0.3
|
)
|
|
0.2
|
|
|
(0.1
|
)
|
Net loss recognized in other comprehensive loss
|
(52.8
|
)
|
|
7.3
|
|
|
(45.5
|
)
|
Pension/postretirement adjustments:
|
|
|
|
|
|
Net actuarial gains
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
Net gain recognized in other comprehensive loss
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
Other comprehensive loss attributable to CBI
|
$
|
(208.5
|
)
|
|
$
|
7.2
|
|
|
(201.3
|
)
|
Comprehensive income attributable to CBI
|
|
|
|
|
$
|
101.8
|
|
|
|
|
|
|
|
For the Three Months Ended November 30, 2017
|
|
|
|
|
|
Net income attributable to CBI
|
|
|
|
|
$
|
492.8
|
|
Other comprehensive loss attributable to CBI:
|
|
|
|
|
|
Foreign currency translation adjustments:
|
|
|
|
|
|
Net losses
|
$
|
(99.1
|
)
|
|
$
|
0.9
|
|
|
(98.2
|
)
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
Net loss recognized in other comprehensive loss
|
(99.1
|
)
|
|
0.9
|
|
|
(98.2
|
)
|
Unrealized loss on cash flow hedges:
|
|
|
|
|
|
Net derivative losses
|
(27.4
|
)
|
|
7.0
|
|
|
(20.4
|
)
|
Reclassification adjustments
|
(3.1
|
)
|
|
0.7
|
|
|
(2.4
|
)
|
Net loss recognized in other comprehensive loss
|
(30.5
|
)
|
|
7.7
|
|
|
(22.8
|
)
|
Unrealized loss on AFS debt securities:
|
|
|
|
|
|
Net AFS debt securities losses
|
(0.8
|
)
|
|
0.2
|
|
|
(0.6
|
)
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
Net loss recognized in other comprehensive loss
|
(0.8
|
)
|
|
0.2
|
|
|
(0.6
|
)
|
Pension/postretirement adjustments:
|
|
|
|
|
|
Net actuarial losses
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Reclassification adjustments
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Net loss recognized in other comprehensive loss
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
Other comprehensive loss attributable to CBI
|
$
|
(130.3
|
)
|
|
$
|
8.7
|
|
|
(121.6
|
)
|
Comprehensive income attributable to CBI
|
|
|
|
|
$
|
371.2
|
|
Accumulated other comprehensive loss, net of income tax effect, includes the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustments
|
|
Net
Unrealized
Gains (Losses)
on Derivative
Instruments
|
|
Net
Unrealized
Losses
on AFS Debt
Securities
|
|
Pension/
Postretirement
Adjustments
|
|
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
|
(248.4
|
)
|
|
(53.6
|
)
|
|
(0.3
|
)
|
|
0.1
|
|
|
(302.2
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(3.8
|
)
|
|
2.8
|
|
|
0.2
|
|
|
(0.8
|
)
|
Other comprehensive income (loss)
|
(248.4
|
)
|
|
(57.4
|
)
|
|
2.5
|
|
|
0.3
|
|
|
(303.0
|
)
|
Balance, November 30, 2018
|
$
|
(460.7
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
|
$
|
(505.9
|
)
|
15
. CONDENSED CONSOLIDATING FINANCIAL INFORMATION:
The following information sets forth the condensed consolidating balance sheets as of
November 30, 2018
, and
February 28, 2018
, the
condensed consolidating statements of comprehensive income
for the
nine months and three months ended
November 30, 2018
, and
November 30, 2017
, and the condensed consolidating statements of cash flows for the
nine months ended
November 30, 2018
, and
November 30, 2017
, for the parent company, our combined subsidiaries which guarantee our senior notes (“Subsidiary Guarantors”), our combined subsidiaries which are not Subsidiary Guarantors (primarily foreign subsidiaries) (“Subsidiary Nonguarantors”) and the Company. The Subsidiary Guarantors are
100%
owned, directly or indirectly, by the parent company and the guarantees are joint and several obligations of each of the Subsidiary Guarantors. The guarantees are full and unconditional, as those terms are used in Rule 3-10 of Regulation S-X, except that a Subsidiary Guarantor can be automatically released and relieved of its obligations under certain customary circumstances contained in the indentures governing our senior notes. These customary circumstances include, so long as other applicable provisions of the indentures are adhered to, the termination or release of a Subsidiary Guarantor’s guarantee of other indebtedness or upon the legal defeasance or covenant defeasance or satisfaction and discharge of our senior notes. Separate financial information for our Subsidiary Guarantors is not presented because we have determined that such financial information would not be material to investors. The accounting policies of the parent company, the Subsidiary Guarantors and the Subsidiary Nonguarantors are the same as those described for the Company in Note 1 of our consolidated financial statements included in our 2018 Annual Report, and include the accounting policies and the recently adopted accounting guidance described in Note 1 and Note 2 herein. There are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to us in the form of cash dividends, loans or advances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
(in millions)
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet at November 30, 2018
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
5.4
|
|
|
$
|
2.4
|
|
|
$
|
122.8
|
|
|
$
|
—
|
|
|
$
|
130.6
|
|
Accounts receivable
|
436.5
|
|
|
341.3
|
|
|
59.4
|
|
|
—
|
|
|
837.2
|
|
Inventories
|
198.1
|
|
|
1,590.6
|
|
|
577.9
|
|
|
(168.6
|
)
|
|
2,198.0
|
|
Intercompany receivable
|
29,127.3
|
|
|
40,158.9
|
|
|
19,860.0
|
|
|
(89,146.2
|
)
|
|
—
|
|
Prepaid expenses and other
|
180.1
|
|
|
55.7
|
|
|
355.1
|
|
|
(118.2
|
)
|
|
472.7
|
|
Total current assets
|
29,947.4
|
|
|
42,148.9
|
|
|
20,975.2
|
|
|
(89,433.0
|
)
|
|
3,638.5
|
|
Property, plant and equipment
|
80.7
|
|
|
778.8
|
|
|
4,126.8
|
|
|
—
|
|
|
4,986.3
|
|
Investments in subsidiaries
|
29,562.7
|
|
|
514.5
|
|
|
6,337.2
|
|
|
(36,414.4
|
)
|
|
—
|
|
Goodwill
|
—
|
|
|
6,185.5
|
|
|
1,876.3
|
|
|
—
|
|
|
8,061.8
|
|
Intangible assets
|
—
|
|
|
714.3
|
|
|
2,593.5
|
|
|
—
|
|
|
3,307.8
|
|
Intercompany notes receivable
|
5,590.5
|
|
|
2,318.8
|
|
|
—
|
|
|
(7,909.3
|
)
|
|
—
|
|
Equity method investments
|
17.2
|
|
|
1.8
|
|
|
3,564.0
|
|
|
—
|
|
|
3,583.0
|
|
Other assets
|
39.1
|
|
|
1.9
|
|
|
4,294.7
|
|
|
(22.7
|
)
|
|
4,313.0
|
|
Total assets
|
$
|
65,237.6
|
|
|
$
|
52,664.5
|
|
|
$
|
43,767.7
|
|
|
$
|
(133,779.4
|
)
|
|
$
|
27,890.4
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
$
|
626.5
|
|
|
$
|
—
|
|
|
$
|
105.0
|
|
|
$
|
—
|
|
|
$
|
731.5
|
|
Current maturities of long-term debt
|
1,052.0
|
|
|
13.4
|
|
|
0.2
|
|
|
—
|
|
|
1,065.6
|
|
Accounts payable
|
60.6
|
|
|
402.3
|
|
|
419.8
|
|
|
—
|
|
|
882.7
|
|
Intercompany payable
|
40,102.2
|
|
|
31,342.1
|
|
|
17,701.9
|
|
|
(89,146.2
|
)
|
|
—
|
|
Other accrued expenses and liabilities
|
352.5
|
|
|
313.2
|
|
|
159.5
|
|
|
(141.6
|
)
|
|
683.6
|
|
Total current liabilities
|
42,193.8
|
|
|
32,071.0
|
|
|
18,386.4
|
|
|
(89,287.8
|
)
|
|
3,363.4
|
|
Long-term debt, less current maturities
|
11,754.0
|
|
|
18.0
|
|
|
0.5
|
|
|
—
|
|
|
11,772.5
|
|
Intercompany notes payable
|
—
|
|
|
4,987.0
|
|
|
2,922.3
|
|
|
(7,909.3
|
)
|
|
—
|
|
Other liabilities
|
33.1
|
|
|
543.0
|
|
|
681.1
|
|
|
(22.7
|
)
|
|
1,234.5
|
|
Total liabilities
|
53,980.9
|
|
|
37,619.0
|
|
|
21,990.3
|
|
|
(97,219.8
|
)
|
|
16,370.4
|
|
CBI stockholders’ equity
|
11,256.7
|
|
|
15,045.5
|
|
|
21,514.1
|
|
|
(36,559.6
|
)
|
|
11,256.7
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
263.3
|
|
|
—
|
|
|
263.3
|
|
Total stockholders’ equity
|
11,256.7
|
|
|
15,045.5
|
|
|
21,777.4
|
|
|
(36,559.6
|
)
|
|
11,520.0
|
|
Total liabilities and stockholders’ equity
|
$
|
65,237.6
|
|
|
$
|
52,664.5
|
|
|
$
|
43,767.7
|
|
|
$
|
(133,779.4
|
)
|
|
$
|
27,890.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Other assets
|
33.1
|
|
|
2.8
|
|
|
747.1
|
|
|
(17.4
|
)
|
|
765.6
|
|
Total assets
|
$
|
55,303.7
|
|
|
$
|
50,131.2
|
|
|
$
|
35,806.9
|
|
|
$
|
(120,703.1
|
)
|
|
$
|
20,538.7
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
$
|
266.9
|
|
|
$
|
—
|
|
|
$
|
479.9
|
|
|
$
|
—
|
|
|
$
|
746.8
|
|
Current maturities of long-term debt
|
7.1
|
|
|
15.0
|
|
|
0.2
|
|
|
—
|
|
|
22.3
|
|
Accounts payable
|
63.4
|
|
|
128.3
|
|
|
400.5
|
|
|
—
|
|
|
592.2
|
|
Intercompany payable
|
37,408.2
|
|
|
30,029.7
|
|
|
17,120.4
|
|
|
(84,558.3
|
)
|
|
—
|
|
Other accrued expenses and liabilities
|
356.2
|
|
|
199.3
|
|
|
150.5
|
|
|
(27.7
|
)
|
|
678.3
|
|
Total current liabilities
|
38,101.8
|
|
|
30,372.3
|
|
|
18,151.5
|
|
|
(84,586.0
|
)
|
|
2,039.6
|
|
Long-term debt, less current maturities
|
9,166.9
|
|
|
9.1
|
|
|
241.6
|
|
|
—
|
|
|
9,417.6
|
|
Intercompany notes payable
|
—
|
|
|
5,029.2
|
|
|
3,642.6
|
|
|
(8,671.8
|
)
|
|
—
|
|
Other liabilities
|
59.9
|
|
|
493.5
|
|
|
553.8
|
|
|
(17.4
|
)
|
|
1,089.8
|
|
Total liabilities
|
47,328.6
|
|
|
35,904.1
|
|
|
22,589.5
|
|
|
(93,275.2
|
)
|
|
12,547.0
|
|
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 Nine Months Ended November 30, 2018
|
Sales
|
$
|
2,263.2
|
|
|
$
|
5,757.6
|
|
|
$
|
2,891.6
|
|
|
$
|
(3,996.1
|
)
|
|
$
|
6,916.3
|
|
Excise taxes
|
(269.5
|
)
|
|
(318.5
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
(597.5
|
)
|
Net sales
|
1,993.7
|
|
|
5,439.1
|
|
|
2,882.1
|
|
|
(3,996.1
|
)
|
|
6,318.8
|
|
Cost of product sold
|
(1,565.2
|
)
|
|
(4,062.8
|
)
|
|
(1,505.6
|
)
|
|
4,001.6
|
|
|
(3,132.0
|
)
|
Gross profit
|
428.5
|
|
|
1,376.3
|
|
|
1,376.5
|
|
|
5.5
|
|
|
3,186.8
|
|
Selling, general and administrative expenses
|
(425.5
|
)
|
|
(651.5
|
)
|
|
(180.0
|
)
|
|
17.1
|
|
|
(1,239.9
|
)
|
Operating income
|
3.0
|
|
|
724.8
|
|
|
1,196.5
|
|
|
22.6
|
|
|
1,946.9
|
|
Equity in earnings (losses) of equity method investees and subsidiaries
|
2,519.4
|
|
|
(25.3
|
)
|
|
494.4
|
|
|
(2,956.6
|
)
|
|
31.9
|
|
Unrealized net gain on securities measured at fair value
|
—
|
|
|
—
|
|
|
786.5
|
|
|
—
|
|
|
786.5
|
|
Net gain on sale of unconsolidated investment
|
—
|
|
|
—
|
|
|
99.8
|
|
|
—
|
|
|
99.8
|
|
Interest income
|
0.6
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.9
|
|
Intercompany interest income
|
198.4
|
|
|
487.2
|
|
|
3.7
|
|
|
(689.3
|
)
|
|
—
|
|
Interest expense
|
(240.2
|
)
|
|
(0.9
|
)
|
|
(15.4
|
)
|
|
—
|
|
|
(256.5
|
)
|
Intercompany interest expense
|
(411.5
|
)
|
|
(148.2
|
)
|
|
(129.6
|
)
|
|
689.3
|
|
|
—
|
|
Loss on extinguishment of debt
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
Income before income taxes
|
2,068.0
|
|
|
1,037.6
|
|
|
2,443.2
|
|
|
(2,934.0
|
)
|
|
2,614.8
|
|
(Provision for) benefit from income taxes
|
128.4
|
|
|
(248.4
|
)
|
|
(284.0
|
)
|
|
(1.1
|
)
|
|
(405.1
|
)
|
Net income
|
2,196.4
|
|
|
789.2
|
|
|
2,159.2
|
|
|
(2,935.1
|
)
|
|
2,209.7
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
(13.3
|
)
|
Net income attributable to CBI
|
$
|
2,196.4
|
|
|
$
|
789.2
|
|
|
$
|
2,145.9
|
|
|
$
|
(2,935.1
|
)
|
|
$
|
2,196.4
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI
|
$
|
1,893.4
|
|
|
$
|
788.6
|
|
|
$
|
1,843.1
|
|
|
$
|
(2,631.7
|
)
|
|
$
|
1,893.4
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Nine Months Ended November 30, 2017
|
Sales
|
$
|
2,171.4
|
|
|
$
|
5,279.6
|
|
|
$
|
2,638.1
|
|
|
$
|
(3,698.5
|
)
|
|
$
|
6,390.6
|
|
Excise taxes
|
(263.2
|
)
|
|
(299.7
|
)
|
|
(9.4
|
)
|
|
—
|
|
|
(572.3
|
)
|
Net sales
|
1,908.2
|
|
|
4,979.9
|
|
|
2,628.7
|
|
|
(3,698.5
|
)
|
|
5,818.3
|
|
Cost of product sold
|
(1,524.4
|
)
|
|
(3,686.0
|
)
|
|
(1,350.6
|
)
|
|
3,710.0
|
|
|
(2,851.0
|
)
|
Gross profit
|
383.8
|
|
|
1,293.9
|
|
|
1,278.1
|
|
|
11.5
|
|
|
2,967.3
|
|
Selling, general and administrative expenses
|
(347.1
|
)
|
|
(661.0
|
)
|
|
(202.1
|
)
|
|
10.9
|
|
|
(1,199.3
|
)
|
Operating income
|
36.7
|
|
|
632.9
|
|
|
1,076.0
|
|
|
22.4
|
|
|
1,768.0
|
|
Equity in earnings (losses) of equity method investees and subsidiaries
|
1,524.8
|
|
|
(14.6
|
)
|
|
366.6
|
|
|
(1,844.0
|
)
|
|
32.8
|
|
Unrealized net gain on securities measured at fair value and related activities
|
—
|
|
|
—
|
|
|
216.9
|
|
|
—
|
|
|
216.9
|
|
Interest income
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.4
|
|
Intercompany interest income
|
177.1
|
|
|
365.2
|
|
|
3.3
|
|
|
(545.6
|
)
|
|
—
|
|
Interest expense
|
(198.6
|
)
|
|
(0.9
|
)
|
|
(46.0
|
)
|
|
—
|
|
|
(245.5
|
)
|
Intercompany interest expense
|
(293.1
|
)
|
|
(147.2
|
)
|
|
(105.3
|
)
|
|
545.6
|
|
|
—
|
|
Loss on extinguishment of debt
|
(7.0
|
)
|
|
—
|
|
|
(12.1
|
)
|
|
—
|
|
|
(19.1
|
)
|
Income before income taxes
|
1,240.0
|
|
|
835.4
|
|
|
1,499.7
|
|
|
(1,821.6
|
)
|
|
1,753.5
|
|
(Provision for) benefit from income taxes
|
152.9
|
|
|
(292.0
|
)
|
|
(188.1
|
)
|
|
(24.8
|
)
|
|
(352.0
|
)
|
Net income
|
1,392.9
|
|
|
543.4
|
|
|
1,311.6
|
|
|
(1,846.4
|
)
|
|
1,401.5
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
(8.6
|
)
|
Net income attributable to CBI
|
$
|
1,392.9
|
|
|
$
|
543.4
|
|
|
$
|
1,303.0
|
|
|
$
|
(1,846.4
|
)
|
|
$
|
1,392.9
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI
|
$
|
1,583.7
|
|
|
$
|
543.2
|
|
|
$
|
1,498.0
|
|
|
$
|
(2,041.2
|
)
|
|
$
|
1,583.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
(in millions)
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended November 30, 2018
|
Sales
|
$
|
772.0
|
|
|
$
|
1,763.7
|
|
|
$
|
886.9
|
|
|
$
|
(1,262.0
|
)
|
|
$
|
2,160.6
|
|
Excise taxes
|
(89.8
|
)
|
|
(94.9
|
)
|
|
(3.3
|
)
|
|
—
|
|
|
(188.0
|
)
|
Net sales
|
682.2
|
|
|
1,668.8
|
|
|
883.6
|
|
|
(1,262.0
|
)
|
|
1,972.6
|
|
Cost of product sold
|
(530.4
|
)
|
|
(1,242.6
|
)
|
|
(490.5
|
)
|
|
1,260.9
|
|
|
(1,002.6
|
)
|
Gross profit
|
151.8
|
|
|
426.2
|
|
|
393.1
|
|
|
(1.1
|
)
|
|
970.0
|
|
Selling, general and administrative expenses
|
(153.9
|
)
|
|
(199.4
|
)
|
|
(65.8
|
)
|
|
5.6
|
|
|
(413.5
|
)
|
Operating income (loss)
|
(2.1
|
)
|
|
226.8
|
|
|
327.3
|
|
|
4.5
|
|
|
556.5
|
|
Equity in earnings of equity method investees and subsidiaries
|
373.5
|
|
|
0.7
|
|
|
167.7
|
|
|
(512.6
|
)
|
|
29.3
|
|
Unrealized net loss on securities measured at fair value
|
—
|
|
|
—
|
|
|
(163.9
|
)
|
|
—
|
|
|
(163.9
|
)
|
Interest income
|
0.5
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
4.4
|
|
Intercompany interest income
|
63.1
|
|
|
165.7
|
|
|
1.3
|
|
|
(230.1
|
)
|
|
—
|
|
Interest expense
|
(75.6
|
)
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(77.2
|
)
|
Intercompany interest expense
|
(140.5
|
)
|
|
(49.2
|
)
|
|
(40.4
|
)
|
|
230.1
|
|
|
—
|
|
Loss on extinguishment of debt
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
Income before income taxes
|
217.2
|
|
|
343.6
|
|
|
294.7
|
|
|
(508.1
|
)
|
|
347.4
|
|
(Provision for) benefit from income taxes
|
85.9
|
|
|
(80.5
|
)
|
|
(37.6
|
)
|
|
(3.1
|
)
|
|
(35.3
|
)
|
Net income
|
303.1
|
|
|
263.1
|
|
|
257.1
|
|
|
(511.2
|
)
|
|
312.1
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
Net income attributable to CBI
|
$
|
303.1
|
|
|
$
|
263.1
|
|
|
$
|
248.1
|
|
|
$
|
(511.2
|
)
|
|
$
|
303.1
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI
|
$
|
101.8
|
|
|
$
|
263.1
|
|
|
$
|
46.8
|
|
|
$
|
(309.9
|
)
|
|
$
|
101.8
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended November 30, 2017
|
Sales
|
$
|
756.3
|
|
|
$
|
1,585.8
|
|
|
$
|
795.6
|
|
|
$
|
(1,156.0
|
)
|
|
$
|
1,981.7
|
|
Excise taxes
|
(89.2
|
)
|
|
(87.1
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
(179.8
|
)
|
Net sales
|
667.1
|
|
|
1,498.7
|
|
|
792.1
|
|
|
(1,156.0
|
)
|
|
1,801.9
|
|
Cost of product sold
|
(537.9
|
)
|
|
(1,111.3
|
)
|
|
(397.4
|
)
|
|
1,155.0
|
|
|
(891.6
|
)
|
Gross profit
|
129.2
|
|
|
387.4
|
|
|
394.7
|
|
|
(1.0
|
)
|
|
910.3
|
|
Selling, general and administrative expenses
|
(130.8
|
)
|
|
(186.9
|
)
|
|
(108.1
|
)
|
|
5.1
|
|
|
(420.7
|
)
|
Operating income (loss)
|
(1.6
|
)
|
|
200.5
|
|
|
286.6
|
|
|
4.1
|
|
|
489.6
|
|
Equity in earnings of equity method investees and subsidiaries
|
551.7
|
|
|
8.8
|
|
|
122.1
|
|
|
(650.4
|
)
|
|
32.2
|
|
Unrealized net gain on securities measured at fair value and related activities
|
—
|
|
|
—
|
|
|
216.9
|
|
|
—
|
|
|
216.9
|
|
Interest income
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
Intercompany interest income
|
60.3
|
|
|
125.2
|
|
|
0.9
|
|
|
(186.4
|
)
|
|
—
|
|
Interest expense
|
(69.5
|
)
|
|
(0.4
|
)
|
|
(11.7
|
)
|
|
—
|
|
|
(81.6
|
)
|
Intercompany interest expense
|
(101.4
|
)
|
|
(48.7
|
)
|
|
(36.3
|
)
|
|
186.4
|
|
|
—
|
|
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
(10.3
|
)
|
Income before income taxes
|
439.6
|
|
|
285.4
|
|
|
568.3
|
|
|
(646.3
|
)
|
|
647.0
|
|
(Provision for) benefit from income taxes
|
53.2
|
|
|
(99.0
|
)
|
|
(102.8
|
)
|
|
(2.0
|
)
|
|
(150.6
|
)
|
Net income
|
492.8
|
|
|
186.4
|
|
|
465.5
|
|
|
(648.3
|
)
|
|
496.4
|
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
Net income attributable to CBI
|
$
|
492.8
|
|
|
$
|
186.4
|
|
|
$
|
461.9
|
|
|
$
|
(648.3
|
)
|
|
$
|
492.8
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI
|
$
|
371.2
|
|
|
$
|
188.2
|
|
|
$
|
338.6
|
|
|
$
|
(526.8
|
)
|
|
$
|
371.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
(in millions)
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended November 30, 2018
|
Net cash provided by (used in) operating activities
|
$
|
(18.5
|
)
|
|
$
|
628.5
|
|
|
$
|
1,363.9
|
|
|
$
|
—
|
|
|
$
|
1,973.9
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Investments in equity method investees and securities
|
—
|
|
|
(0.1
|
)
|
|
(4,077.2
|
)
|
|
—
|
|
|
(4,077.3
|
)
|
Purchases of property, plant and equipment
|
(23.4
|
)
|
|
(79.4
|
)
|
|
(517.5
|
)
|
|
—
|
|
|
(620.3
|
)
|
Purchases of businesses, net of cash acquired
|
—
|
|
|
(19.5
|
)
|
|
(25.8
|
)
|
|
—
|
|
|
(45.3
|
)
|
Proceeds from sale of unconsolidated investment
|
—
|
|
|
—
|
|
|
110.2
|
|
|
—
|
|
|
110.2
|
|
Proceeds from sales of assets
|
0.5
|
|
|
39.4
|
|
|
6.4
|
|
|
—
|
|
|
46.3
|
|
Net proceeds from intercompany notes
|
694.0
|
|
|
—
|
|
|
—
|
|
|
(694.0
|
)
|
|
—
|
|
Net investment in equity affiliates
|
(3,934.9
|
)
|
|
(11.1
|
)
|
|
—
|
|
|
3,946.0
|
|
|
—
|
|
Other investing activities
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
Net cash used in investing activities
|
(3,263.8
|
)
|
|
(70.7
|
)
|
|
(4,504.8
|
)
|
|
3,252.0
|
|
|
(4,587.3
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Dividends paid
to parent company
|
—
|
|
|
—
|
|
|
(36.5
|
)
|
|
36.5
|
|
|
—
|
|
Net contributions from equity affiliates
|
—
|
|
|
28.8
|
|
|
3,953.7
|
|
|
(3,982.5
|
)
|
|
—
|
|
Net proceeds from (repayments of) intercompany notes
|
206.9
|
|
|
(562.6
|
)
|
|
(338.3
|
)
|
|
694.0
|
|
|
—
|
|
Proceeds from issuance of long-term debt
|
3,645.6
|
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|
3,657.6
|
|
Proceeds from shares issued under equity compensation plans
|
32.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.6
|
|
Purchases of treasury stock
|
(504.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(504.3
|
)
|
Dividends paid
|
(417.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(417.9
|
)
|
Principal payments of long-term debt
|
(6.2
|
)
|
|
(13.2
|
)
|
|
(25.9
|
)
|
|
—
|
|
|
(45.3
|
)
|
Payments of debt issuance costs
|
(33.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.3
|
)
|
Net proceeds from (repayments of) short-term borrowings
|
359.7
|
|
|
—
|
|
|
(374.2
|
)
|
|
—
|
|
|
(14.5
|
)
|
Payments of minimum tax withholdings on stock-based payment awards
|
—
|
|
|
(12.8
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(13.6
|
)
|
Net cash provided by (used in) financing activities
|
3,283.1
|
|
|
(559.8
|
)
|
|
3,190.0
|
|
|
(3,252.0
|
)
|
|
2,661.3
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
0.8
|
|
|
(2.0
|
)
|
|
41.5
|
|
|
—
|
|
|
40.3
|
|
Cash and cash equivalents, beginning of period
|
4.6
|
|
|
4.4
|
|
|
81.3
|
|
|
—
|
|
|
90.3
|
|
Cash and cash equivalents, end of period
|
$
|
5.4
|
|
|
$
|
2.4
|
|
|
$
|
122.8
|
|
|
$
|
—
|
|
|
$
|
130.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations
|
|
Consolidated
|
(in millions)
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended November 30, 2017
|
Net cash provided by (used in) operating activities
|
$
|
(315.2
|
)
|
|
$
|
1,060.7
|
|
|
$
|
722.9
|
|
|
$
|
—
|
|
|
$
|
1,468.4
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Investment in securities
|
—
|
|
|
—
|
|
|
(191.3
|
)
|
|
—
|
|
|
(191.3
|
)
|
Purchases of property, plant and equipment
|
(15.4
|
)
|
|
(83.9
|
)
|
|
(606.3
|
)
|
|
—
|
|
|
(705.6
|
)
|
Purchases of businesses, net of cash acquired
|
—
|
|
|
(70.9
|
)
|
|
(61.0
|
)
|
|
—
|
|
|
(131.9
|
)
|
Proceeds from sales of assets
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
Net proceeds from intercompany notes
|
134.5
|
|
|
—
|
|
|
2.8
|
|
|
(137.3
|
)
|
|
—
|
|
Net investments in equity affiliates
|
(1,350.6
|
)
|
|
—
|
|
|
—
|
|
|
1,350.6
|
|
|
—
|
|
Other investing activities
|
(6.2
|
)
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(10.7
|
)
|
Net cash used in investing activities
|
(1,237.7
|
)
|
|
(154.8
|
)
|
|
(859.1
|
)
|
|
1,213.3
|
|
|
(1,038.3
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Dividends paid to parent company
|
—
|
|
|
—
|
|
|
(33.0
|
)
|
|
33.0
|
|
|
—
|
|
Net contributions from (returns of capital to) equity affiliates
|
—
|
|
|
(0.2
|
)
|
|
1,383.8
|
|
|
(1,383.6
|
)
|
|
—
|
|
Net proceeds from (repayments of) intercompany notes
|
(11.6
|
)
|
|
(871.9
|
)
|
|
746.2
|
|
|
137.3
|
|
|
—
|
|
Proceeds from issuance of long-term debt
|
3,990.4
|
|
|
—
|
|
|
2,027.5
|
|
|
—
|
|
|
6,017.9
|
|
Proceeds from shares issued under equity compensation plans
|
37.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37.5
|
|
Purchases of treasury stock
|
(239.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239.2
|
)
|
Dividends paid
|
(301.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(301.1
|
)
|
Principal payments of long-term debt
|
(2,116.6
|
)
|
|
(14.5
|
)
|
|
(4,391.7
|
)
|
|
—
|
|
|
(6,522.8
|
)
|
Payments of debt issuance costs
|
(28.9
|
)
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(32.4
|
)
|
Net proceeds from short-term borrowings
|
238.6
|
|
|
—
|
|
|
366.3
|
|
|
—
|
|
|
604.9
|
|
Payments of minimum tax withholdings on stock-based payment awards
|
—
|
|
|
(21.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(22.9
|
)
|
Net cash provided by (used in) financing activities
|
1,569.1
|
|
|
(908.5
|
)
|
|
94.6
|
|
|
(1,213.3
|
)
|
|
(458.1
|
)
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
and cash equivalents
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
16.2
|
|
|
(2.6
|
)
|
|
(36.5
|
)
|
|
—
|
|
|
(22.9
|
)
|
Cash and cash equivalents, beginning of period
|
9.6
|
|
|
5.3
|
|
|
162.5
|
|
|
—
|
|
|
177.4
|
|
Cash and cash equivalents, end of period
|
$
|
25.8
|
|
|
$
|
2.7
|
|
|
$
|
126.0
|
|
|
$
|
—
|
|
|
$
|
154.5
|
|
16
. BUSINESS SEGMENT INFORMATION:
Our internal management financial reporting consists of
two
business divisions: (i) Beer and (ii) Wine and Spirits, and we report our operating results in
three
segments: (i)
Beer, (ii)
Wine and Spirits, and (iii)
Corporate Operations and Other. In the Beer segment, our portfolio consists of high-end imported and craft beer brands. We have an exclusive perpetual brand license to import, market and sell in the U.S. our Mexican beer portfolio. In the Wine and Spirits segment, we sell a large number of wine brands across all categories – table wine, sparkling wine and dessert wine – and across all price points – popular, premium and luxury categories, primarily within the $5 to $25 price range at U.S. retail – complemented by certain premium spirits brands. Amounts included in the
Corporate Operations and Other segment consist of costs of executive management, corporate development, corporate finance, human resources, internal audit, investor relations, legal, public relations and information technology. The amounts included in the Corporate Operations and Other segment are general costs that are applicable to the consolidated group and are therefore not allocated to the other reportable segments. All costs reported within the Corporate Operations and Other segment are not included in our chief operating decision maker’s evaluation of the operating income performance of the other reportable segments. The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management and the structure of our internal financial reporting.
In addition, management excludes items that affect comparability (“Comparable Adjustments”) from its evaluation of the results of each operating segment as these Comparable Adjustments are not reflective of core operations of the segments. Segment operating performance and segment management compensation are evaluated based upon core segment operating income (loss). As such, the performance measures for incentive compensation purposes for segment management do not include the impact of these Comparable Adjustments.
We evaluate segment operating performance based on operating income (loss) of the respective business units. Comparable Adjustments that impacted comparability in our segment operating income (loss) for each period are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended November 30,
|
|
For the Three Months Ended November 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
(in millions)
|
|
|
|
|
|
|
|
Cost of product sold
|
|
|
|
|
|
|
|
Settlements of undesignated commodity derivative contracts
|
$
|
(7.3
|
)
|
|
$
|
4.6
|
|
|
$
|
(2.2
|
)
|
|
$
|
(0.1
|
)
|
Accelerated depreciation
|
(6.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
Net gain (loss) on undesignated commodity derivative contracts
|
(5.1
|
)
|
|
4.3
|
|
|
(14.7
|
)
|
|
3.5
|
|
Flow through of inventory step-up
|
(3.6
|
)
|
|
(17.0
|
)
|
|
(2.2
|
)
|
|
(7.2
|
)
|
Loss on inventory write-down
|
(2.8
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
Total cost of product sold
|
(25.3
|
)
|
|
(8.1
|
)
|
|
(21.9
|
)
|
|
(3.8
|
)
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
Net loss on foreign currency derivative contracts associated with acquisition of investment
|
(32.6
|
)
|
|
—
|
|
|
(25.5
|
)
|
|
—
|
|
Deferred compensation
|
(16.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Restructuring and other strategic business development costs
|
(10.9
|
)
|
|
(7.5
|
)
|
|
(2.3
|
)
|
|
(4.1
|
)
|
Transaction, integration and other acquisition-related costs
|
(9.1
|
)
|
|
(6.8
|
)
|
|
(8.1
|
)
|
|
(4.5
|
)
|
Impairment of intangible assets
|
—
|
|
|
(86.8
|
)
|
|
—
|
|
|
—
|
|
Loss on contract termination
(1)
|
—
|
|
|
(59.0
|
)
|
|
—
|
|
|
(59.0
|
)
|
Costs associated with the sale of the Canadian wine business and related activities
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
Other gains
(2)
|
10.9
|
|
|
11.5
|
|
|
2.4
|
|
|
8.1
|
|
Total selling, general and administrative expenses
|
(58.0
|
)
|
|
(151.8
|
)
|
|
(33.5
|
)
|
|
(59.5
|
)
|
Comparable Adjustments, Operating loss
|
$
|
(83.3
|
)
|
|
$
|
(159.9
|
)
|
|
$
|
(55.4
|
)
|
|
$
|
(63.3
|
)
|
|
|
(1)
|
Represents a loss incurred in connection with the early termination of a beer glass supply contract with Owens-Illinois.
|
|
|
(2)
|
Includes a gain of
$8.5 million
for the nine months ended November 30, 2018, in connection with the sale of certain non-core assets and a gain of
$8.1 million
for the nine months and three months ended November 30, 2017, in connection with the reduction in estimated fair value of a contingent liability associated with a prior period acquisition.
|
The accounting policies of the segments are the same as those described for the Company in Note 1 of our consolidated financial statements included in our 2018 Annual Report, and include the accounting policies and the recently adopted accounting guidance described in Note 1 and Note 2 herein. Segment information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended November 30,
|
|
For the Three Months Ended November 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
(in millions)
|
|
|
|
|
|
|
|
Beer
|
|
|
|
|
|
|
|
Net sales
|
$
|
4,112.0
|
|
|
$
|
3,663.4
|
|
|
$
|
1,209.8
|
|
|
$
|
1,042.5
|
|
Segment operating income
|
$
|
1,601.5
|
|
|
$
|
1,461.3
|
|
|
$
|
450.9
|
|
|
$
|
394.8
|
|
Long-lived tangible assets
|
$
|
3,810.1
|
|
|
$
|
3,410.7
|
|
|
$
|
3,810.1
|
|
|
$
|
3,410.7
|
|
Total assets
|
$
|
14,654.6
|
|
|
$
|
12,025.3
|
|
|
$
|
14,654.6
|
|
|
$
|
12,025.3
|
|
Capital expenditures
|
$
|
507.3
|
|
|
$
|
593.7
|
|
|
$
|
211.0
|
|
|
$
|
160.6
|
|
Depreciation and amortization
|
$
|
152.0
|
|
|
$
|
121.6
|
|
|
$
|
51.5
|
|
|
$
|
41.7
|
|
|
|
|
|
|
|
|
|
Wine and Spirits
|
|
|
|
|
|
|
|
Net sales:
|
|
|
|
|
|
|
|
Wine
|
$
|
1,933.1
|
|
|
$
|
1,882.7
|
|
|
$
|
670.3
|
|
|
$
|
666.6
|
|
Spirits
|
273.7
|
|
|
272.2
|
|
|
92.5
|
|
|
92.8
|
|
Net sales
|
$
|
2,206.8
|
|
|
$
|
2,154.9
|
|
|
$
|
762.8
|
|
|
$
|
759.4
|
|
Segment operating income
|
$
|
575.2
|
|
|
$
|
586.8
|
|
|
$
|
206.0
|
|
|
$
|
199.4
|
|
Income from unconsolidated investments
|
$
|
32.2
|
|
|
$
|
32.3
|
|
|
$
|
28.4
|
|
|
$
|
32.1
|
|
Long-lived tangible assets
|
$
|
1,093.5
|
|
|
$
|
1,024.7
|
|
|
$
|
1,093.5
|
|
|
$
|
1,024.7
|
|
Equity method investments
|
$
|
97.8
|
|
|
$
|
97.3
|
|
|
$
|
97.8
|
|
|
$
|
97.3
|
|
Total assets
|
$
|
7,366.0
|
|
|
$
|
7,268.7
|
|
|
$
|
7,366.0
|
|
|
$
|
7,268.7
|
|
Capital expenditures
|
$
|
91.1
|
|
|
$
|
98.2
|
|
|
$
|
32.3
|
|
|
$
|
35.2
|
|
Depreciation and amortization
|
$
|
73.4
|
|
|
$
|
69.9
|
|
|
$
|
24.2
|
|
|
$
|
24.1
|
|
|
|
|
|
|
|
|
|
Corporate Operations and Other
|
|
|
|
|
|
|
|
Segment operating loss
|
$
|
(146.5
|
)
|
|
$
|
(120.2
|
)
|
|
$
|
(45.0
|
)
|
|
$
|
(41.3
|
)
|
Income (loss) from unconsolidated investments
|
$
|
(0.3
|
)
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
Long-lived tangible assets
|
$
|
82.7
|
|
|
$
|
115.6
|
|
|
$
|
82.7
|
|
|
$
|
115.6
|
|
Equity method investments
|
$
|
3,485.2
|
|
|
$
|
21.6
|
|
|
$
|
3,485.2
|
|
|
$
|
21.6
|
|
Total assets
|
$
|
5,869.8
|
|
|
$
|
813.1
|
|
|
$
|
5,869.8
|
|
|
$
|
813.1
|
|
Capital expenditures
|
$
|
21.9
|
|
|
$
|
13.7
|
|
|
$
|
6.4
|
|
|
$
|
4.7
|
|
Depreciation and amortization
|
$
|
22.7
|
|
|
$
|
27.3
|
|
|
$
|
5.6
|
|
|
$
|
9.2
|
|
|
|
|
|
|
|
|
|
Comparable Adjustments
|
|
|
|
|
|
|
|
Operating loss
|
$
|
(83.3
|
)
|
|
$
|
(159.9
|
)
|
|
$
|
(55.4
|
)
|
|
$
|
(63.3
|
)
|
Income (loss) from unconsolidated investments
|
$
|
886.3
|
|
|
$
|
216.9
|
|
|
$
|
(163.9
|
)
|
|
$
|
216.9
|
|
Depreciation and amortization
|
$
|
6.5
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
Net sales
|
$
|
6,318.8
|
|
|
$
|
5,818.3
|
|
|
$
|
1,972.6
|
|
|
$
|
1,801.9
|
|
Operating income
|
$
|
1,946.9
|
|
|
$
|
1,768.0
|
|
|
$
|
556.5
|
|
|
$
|
489.6
|
|
Income (loss) from unconsolidated investments
(1)
|
$
|
918.2
|
|
|
$
|
249.7
|
|
|
$
|
(134.6
|
)
|
|
$
|
249.1
|
|
Long-lived tangible assets
|
$
|
4,986.3
|
|
|
$
|
4,551.0
|
|
|
$
|
4,986.3
|
|
|
$
|
4,551.0
|
|
Equity method investments
|
$
|
3,583.0
|
|
|
$
|
118.9
|
|
|
$
|
3,583.0
|
|
|
$
|
118.9
|
|
Total assets
|
$
|
27,890.4
|
|
|
$
|
20,107.1
|
|
|
$
|
27,890.4
|
|
|
$
|
20,107.1
|
|
Capital expenditures
|
$
|
620.3
|
|
|
$
|
705.6
|
|
|
$
|
249.7
|
|
|
$
|
200.5
|
|
Depreciation and amortization
|
$
|
254.6
|
|
|
$
|
218.8
|
|
|
$
|
82.8
|
|
|
$
|
75.0
|
|
(1)
Income (loss) from unconsolidated investments consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended
|
|
For the Three Months Ended
|
|
November 30,
2018
|
|
November 30,
2017
|
|
November 30,
2018
|
|
November 30,
2017
|
(in millions)
|
|
|
|
|
|
|
|
Unrealized net gain (loss) on securities measured at fair value and related activities
|
$
|
786.5
|
|
|
$
|
216.8
|
|
|
$
|
(163.9
|
)
|
|
$
|
216.8
|
|
Net gain on sale of unconsolidated investment
|
99.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity in earnings from equity method investees
|
31.9
|
|
|
32.8
|
|
|
29.3
|
|
|
32.2
|
|
Net gain on foreign currency derivative contracts associated with November 2017 Canopy securities measured at fair value
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
$
|
918.2
|
|
|
$
|
249.7
|
|
|
$
|
(134.6
|
)
|
|
$
|
249.1
|
|