A Dark Vector Cognition product

Item 8. Financial Statements and Supplementary Data.

244K characters. Original on sec.gov · Markdown

Item 8. Financial Statements and Supplementary Data.

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2019

The following information is presented in this Annual Report on Form 10-K:

Page
Management’s Annual Report on Internal Control Over Financial Reporting52
Report of Independent Registered Public Accounting Firm – KPMG LLP53
Report of Independent Registered Public Accounting Firm – KPMG LLP55
Consolidated Balance Sheets as of February 28, 2019, and February 28, 201856
Consolidated Statements of Comprehensive Income for the years ended February 28, 2019, February 28, 2018, and February 28, 201757
Consolidated Statements of Changes in Stockholders’ Equity for the years ended February 28, 2019, February 28, 2018, and February 28, 201758
Consolidated Statements of Cash Flows for the years ended February 28, 2019, February 28, 2018, and February 28, 201759
Notes to Consolidated Financial Statements61
Selected Quarterly Financial Information (unaudited)112

Management’s Annual Report on Internal Control Over Financial Reporting

Management of Constellation Brands, Inc. and subsidiaries (the “Company”) is responsible for establishing and maintaining an adequate system of internal control over financial reporting. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.

Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of February 28, 2019.

The effectiveness of the Company’s internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Constellation Brands, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Constellation Brands, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of February 28, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 28, 2019 and 2018, the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 28, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated April 23, 2019 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Rochester, New York

April 23, 2019

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Constellation Brands, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Constellation Brands, Inc. and subsidiaries (the Company) as of February 28, 2019 and 2018, the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 28, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2019 and 2018, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended February 28, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 28, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 23, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Rochester, New York

April 23, 2019

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data)
February 28, 2019February 28, 2018
ASSETS
Current assets:
Cash and cash equivalents$93.6$90.3
Accounts receivable846.9776.2
Inventories2,130.42,084.0
Prepaid expenses and other613.1523.5
Total current assets3,684.03,474.0
Property, plant and equipment5,267.34,789.7
Goodwill8,088.88,083.1
Intangible assets3,198.13,304.8
Equity method investments3,465.6121.5
Securities measured at fair value3,234.7672.2
Deferred income taxes2,183.3—
Other assets109.793.4
Total assets$29,231.5$20,538.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings$791.5$746.8
Current maturities of long-term debt1,065.222.3
Accounts payable616.7592.2
Other accrued expenses and liabilities690.4678.3
Total current liabilities3,163.82,039.6
Long-term debt, less current maturities11,759.89,417.6
Deferred income taxes and other liabilities1,470.71,089.8
Total liabilities16,394.312,547.0
Commitments and contingencies (Note 15)
CBI stockholders’ equity:
Preferred Stock, $.01 par value – Authorized, 1,000,000 shares; Issued, none——
Class A Common Stock, $.01 par value – Authorized, 322,000,000 shares; Issued, 185,740,178 shares and 258,718,356 shares, respectively1.92.6
Class B Convertible Common Stock, $.01 par value – Authorized, 30,000,000 shares; Issued, 28,322,419 shares and 28,335,387 shares, respectively0.30.3
Class 1 Common Stock, $.01 par value – Authorized, 25,000,000 shares; Issued, 1,149,624 shares and 1,970 shares, respectively——
Additional paid-in capital1,410.82,825.3
Retained earnings14,276.29,157.2
Accumulated other comprehensive loss(353.9)(202.9)
15,335.311,782.5
Less: Treasury stock –
Class A Common Stock, at cost, 18,927,966 shares and 90,743,239 shares, respectively(2,782.1)(3,805.2)
Class B Convertible Common Stock, at cost, 5,005,800 shares(2.2)(2.2)
(2,784.3)(3,807.4)
Total CBI stockholders’ equity12,551.07,975.1
Noncontrolling interests286.216.6
Total stockholders’ equity12,837.27,991.7
Total liabilities and stockholders’ equity$29,231.5$20,538.7

The accompanying notes are an integral part of these statements.

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions, except per share data)
For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Sales$8,884.3$8,322.1$8,051.2
Excise taxes(768.3)(741.8)(730.1)
Net sales8,116.07,580.37,321.1
Cost of product sold(4,035.7)(3,767.8)(3,802.1)
Gross profit4,080.33,812.53,519.0
Selling, general and administrative expenses(1,668.1)(1,532.7)(1,392.4)
Gain on sale of business——262.4
Operating income2,412.22,279.82,389.0
Income from unconsolidated investments2,101.6487.227.3
Interest expense(367.1)(332.0)(333.3)
Loss on extinguishment of debt(1.7)(97.0)—
Income before income taxes4,145.02,338.02,083.0
Provision for income taxes(685.9)(22.7)(550.3)
Net income3,459.12,315.31,532.7
Net income attributable to noncontrolling interests(23.2)(11.9)(4.1)
Net income attributable to CBI$3,435.9$2,303.4$1,528.6
Net income per common share attributable to CBI:
Basic – Class A Common Stock$18.24$11.96$7.76
Basic – Class B Convertible Common Stock$16.57$10.86$7.04
Diluted – Class A Common Stock$17.57$11.47$7.49
Diluted – Class B Convertible Common Stock$16.21$10.59$6.90
Weighted average common shares outstanding:
Basic – Class A Common Stock167.249171.457175.934
Basic – Class B Convertible Common Stock23.32123.33623.353
Diluted – Class A Common Stock195.532200.745204.099
Diluted – Class B Convertible Common Stock23.32123.33623.353
Cash dividends declared per common share:
Class A Common Stock$2.96$2.08$1.60
Class B Convertible Common Stock$2.68$1.88$1.44
Comprehensive income:
Net income$3,459.1$2,315.3$1,532.7
Other comprehensive income (loss), net of income tax effect:
Foreign currency translation adjustments(196.8)153.822.1
Unrealized gain on cash flow hedges11.455.57.8
Unrealized gain (loss) on available-for-sale debt securities2.5(0.2)0.5
Pension/postretirement adjustments0.5(1.1)11.6
Share of other comprehensive income of equity method investments29.6——
Other comprehensive income (loss), net of income tax effect(152.8)208.042.0
Comprehensive income3,306.32,523.31,574.7
Comprehensive (income) loss attributable to noncontrolling interests(21.4)(23.0)6.6
Comprehensive income attributable to CBI$3,284.9$2,500.3$1,581.3

The accompanying notes are an integral part of these statements.

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in millions)
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockNon-controlling InterestsTotal
Class AClass B
Balance at February 29, 2016$2.6$0.3$2,589.0$6,090.5$(452.5)$(1,670.3)$132.2$6,691.8
Cumulative effect of change in accounting principle———(49.0)———(49.0)
Comprehensive income:
Net income———1,528.6——4.11,532.7
Other comprehensive income (loss), net of income tax effect————52.7—(10.7)42.0
Comprehensive income1,574.7
Repurchase of shares—————(1,122.7)—(1,122.7)
Dividends declared———(315.6)———(315.6)
Conversion of noncontrolling equity interests to long-term debt——————(132.0)(132.0)
Shares issued under equity compensation plans——(20.1)——15.3—(4.8)
Stock-based compensation——55.5————55.5
Tax benefit on stock-based compensation——131.4————131.4
Balance at February 28, 20172.60.32,755.87,254.5(399.8)(2,777.7)(6.4)6,829.3
Comprehensive income:
Net income———2,303.4——11.92,315.3
Other comprehensive income, net of income tax effect————196.9—11.1208.0
Comprehensive income2,523.3
Repurchase of shares—————(1,038.5)—(1,038.5)
Dividends declared———(400.7)———(400.7)
Shares issued under equity compensation plans——8.3——8.8—17.1
Stock-based compensation——61.2————61.2
Balance at February 28, 20182.60.32,825.39,157.2(202.9)(3,807.4)16.67,991.7
Cumulative effect of change in accounting principle———2,242.0———2,242.0
Comprehensive income:
Net income———3,435.9——23.23,459.1
Other comprehensive loss, net of income tax effect————(151.0)—(1.8)(152.8)
Comprehensive income3,306.3
Retirement of treasury shares(0.7)—(1,522.3)——1,523.0——
Repurchase of shares—————(504.3)—(504.3)
Dividends declared———(558.9)———(558.9)
Conversion of long-term debt to noncontrolling equity interest——————248.2248.2
Shares issued under equity compensation plans——45.2——4.4—49.6
Stock-based compensation——62.6————62.6
Balance at February 28, 2019$1.9$0.3$1,410.8$14,276.2$(353.9)$(2,784.3)$286.2$12,837.2

The accompanying notes are an integral part of these statements.

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)
For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Cash flows from operating activities:
Net income$3,459.1$2,315.3$1,532.7
Adjustments to reconcile net income to net cash provided by operating activities:
Unrealized net gain on securities measured at fair value(1,971.2)(464.3)—
Net gain on sale of unconsolidated investment(99.8)——
Net income tax benefit related to the Tax Cuts and Jobs Act(37.6)(351.2)—
Deferred tax provision426.9113.8124.8
Depreciation333.1293.8237.5
Impairment and amortization of intangible assets114.092.756.4
Stock-based compensation64.160.956.1
Amortization of debt issuance costs and loss on extinguishment of debt29.4108.712.7
Gain on sale of business——(262.4)
Loss on contract termination—59.0—
Change in operating assets and liabilities, net of effects from purchases of businesses:
Accounts receivable(71.9)(34.1)(49.4)
Inventories(61.9)(123.8)(151.0)
Prepaid expenses and other current assets(103.0)(111.5)(71.6)
Accounts payable21.412.8115.9
Other accrued expenses and liabilities(22.1)(66.8)132.6
Other165.826.1(38.3)
Total adjustments(1,212.8)(383.9)163.3
Net cash provided by operating activities2,246.31,931.41,696.0
Cash flows from investing activities:
Investments in equity method investees and securities(4,081.5)(210.9)(17.1)
Purchases of property, plant and equipment(886.3)(1,057.6)(907.4)
Purchases of businesses, net of cash acquired(45.6)(150.1)(1,111.0)
Proceeds from sale of unconsolidated investment110.2——
Proceeds from sales of assets72.35.92.1
Proceeds from (payments related to) sale of business—(5.0)575.3
Other investing activities(0.9)(5.4)(3.7)
Net cash used in investing activities(4,831.8)(1,423.1)(1,461.8)
Cash flows from financing activities:
Proceeds from issuance of long-term debt3,657.67,933.41,965.6
Proceeds from shares issued under equity compensation plans63.249.459.7
Net proceeds from short-term borrowings45.5137.2197.1
Dividends paid(557.7)(400.1)(315.1)
Purchases of treasury stock(504.3)(1,038.5)(1,122.7)
Principal payments of long-term debt(62.8)(7,128.7)(971.8)
Payments of debt issuance, debt extinguishment and other financing costs(34.6)(122.2)(14.1)
Payments of minimum tax withholdings on stock-based payment awards(13.6)(31.7)(64.9)
Excess tax benefits from stock-based payment awards——131.4
Net cash provided by (used in) financing activities2,593.3(601.2)(134.8)
Effect of exchange rate changes on cash and cash equivalents(4.5)5.8(5.1)
Net increase (decrease) in cash and cash equivalents3.3(87.1)94.3
Cash and cash equivalents, beginning of year90.3177.483.1
Cash and cash equivalents, end of year$93.6$90.3$177.4
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)
For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Supplemental disclosures of cash flow information:
Cash paid during the year:
Interest, net of interest capitalized$324.8$322.2$300.4
Income taxes, net of refunds received$186.2$238.6$219.6
Noncash investing and financing activities:
Additions to property, plant and equipment$141.7$170.0$190.3
Conversion of long-term debt to noncontrolling equity interest$248.2$—$—
Conversion of noncontrolling equity interest to long-term debt$—$—$132.0

The accompanying notes are an integral part of these statements.

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2019

1.DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Description of business –

Constellation Brands, Inc. and its subsidiaries operate primarily in the beverage alcohol industry. Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to Constellation Brands, Inc. and its subsidiaries. We are an international beverage alcohol company with a broad portfolio of consumer-preferred, high-end imported and craft beer brands, and higher-end wine and spirits brands.

Basis of presentation –

Principles of consolidation:

Our consolidated financial statements include our accounts and our majority-owned and controlled domestic and foreign subsidiaries. In addition, we have an equally-owned joint venture with Owens-Illinois. The joint venture owns and operates a state-of-the-art glass production plant which provides bottles exclusively for our brewery located in Nava, Coahuila, Mexico (the “Nava Brewery”). We have determined that we are the primary beneficiary of this variable interest entity and accordingly, the results of operations of the joint venture are reported in the Beer segment and are included in our consolidated results of operations. All intercompany accounts and transactions are eliminated in consolidation.

Equity method investments:

If we are not required to consolidate our investment in another entity, we use the equity method when we (i) can exercise significant influence over the other entity and (ii) hold common stock and/or in-substance common stock of the other entity. Under the equity method, investments are carried at cost, plus or minus our equity in the increases and decreases in the investee’s net assets after the date of acquisition. We monitor our equity method investments for factors indicating other-than-temporary impairment. Dividends received from the investee reduce the carrying amount of the investment.

Management’s use of estimates:

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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 “Recently adopted accounting guidance – Revenue recognition” below 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 22 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 recognized 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 and are recognized in our results of operations when the related product sale is recognized. 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.

Cost of product sold:

The types of costs included in cost of product sold are raw materials, packaging materials, manufacturing costs, plant administrative support and overheads, and freight and warehouse costs (including distribution network costs). Distribution network costs include inbound freight charges and outbound shipping and handling costs, purchasing and receiving costs, inspection costs, warehousing and internal transfer costs.

Selling, general and administrative expenses:

The types of costs included in selling, general and administrative expenses consist predominately of advertising and non-manufacturing administrative and overhead costs. Distribution network costs are included in cost of product sold. We expense advertising costs as incurred, shown or distributed. Advertising expense for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, was $700.8 million, $615.7 million and $552.8 million, respectively.

Foreign currency translation:

The functional currency of our foreign subsidiaries is generally the respective local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate for the period. The resulting translation adjustments are recognized as a component of Accumulated Other Comprehensive Income (Loss) (“AOCI”). Gains or losses resulting from foreign currency denominated transactions are included in selling, general and administrative expenses.

Cash and cash equivalents:

Cash equivalents consist of highly liquid investments with an original maturity when purchased of three months or less and are stated at cost, which approximates fair value.

Fair value of financial instruments:

We calculate the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, we use standard pricing models for various types of financial instruments (such as forwards, options, swaps and convertible debt) which take into account the present value of estimated future cash flows (see Note 7).

Derivative instruments:

We enter into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates, commodity prices and interest rates. We enter into derivatives for risk management purposes only, including derivatives designated in hedge accounting relationships as well as those derivatives utilized as economic hedges. We do not enter into derivatives for trading or speculative purposes. We recognize all derivatives as either assets or liabilities and measure those instruments at estimated fair value (see Note 6 and Note 7). We present our derivative positions gross on our balance sheets.

Effective March 1, 2018, we adopted FASB guidance which amends, among other items, the requirement to separately measure and report hedge ineffectiveness for outstanding cash flow hedges. Accordingly, the entire change in the fair value of outstanding cash flow hedges is deferred in stockholders’ equity as a component of AOCI prospectively from the date of adoption. For the years ended February 28, 2018, and February 28, 2017, changes in fair values of outstanding cash flow hedges deferred in stockholders’ equity as a component of AOCI consisted only of amounts deemed effective, with ineffectiveness associated for these derivative instruments recognized immediately in our results of operations for the applicable period. For all periods presented herein, gains or losses deferred in stockholders’ equity as a component of AOCI are recognized in our results of operations in the same period in which the hedged items are recognized and on the same financial statement line item as the hedged items.

Changes in fair values for derivative instruments not designated in a hedge accounting relationship are recognized directly in our results of operations each period and on the same financial statement line item as the hedged item. For purposes of measuring segment operating performance, the net gain (loss) from the changes in fair value of our undesignated commodity derivative contracts, prior to settlement, is reported outside of segment operating results until such time that the underlying exposure is recognized in the segment operating results. Upon settlement, the net gain (loss) from the changes in fair value of the undesignated commodity derivative contracts is reported in the appropriate operating segment, allowing our operating segment results to reflect the economic effects of the commodity derivative contracts without the resulting unrealized mark to fair value volatility.

Cash flows from the settlement of derivatives, including both economic hedges and those designated in hedge accounting relationships, appear on our statements of cash flows in the same categories as the cash flows of the hedged items.

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.

Bulk wine inventories are included as in-process inventories within current assets, in accordance with the general practices of the wine industry, although a portion of such inventories may be aged for periods greater than one year. A substantial portion of barreled whiskey and brandy will not be sold within one year because of the duration of the aging process. All barreled whiskey and brandy are classified as in-process inventories and are included in current assets, in accordance with industry practice. Warehousing, insurance, value added taxes and other carrying charges applicable to barreled whiskey and brandy held for aging are included in inventory costs.

We assess the valuation of our inventories and reduce the carrying value of those inventories that are obsolete or in excess of our forecasted usage to their estimated net realizable value based on analyses and assumptions including, but not limited to, historical usage, future demand and market requirements.

Property, plant and equipment:

Property, plant and equipment is stated at cost. Major additions and improvements are recognized as an increase to the property accounts, while maintenance and repairs are expensed as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation are eliminated from the balance sheet accounts at the time of disposal and resulting gains and losses are included as a component of operating income.

Depreciation:

Depreciation is computed primarily using the straight-line method over the following estimated useful lives:

Years
Land improvements15 to 32
Vineyards16 to 26
Buildings and improvements10 to 50
Machinery and equipment3 to 35
Motor vehicles3 to 8

Goodwill and other intangible assets:

Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill and indefinite lived intangible assets annually for impairment, or sooner, if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use January 1 as our annual impairment test measurement date. Indefinite lived intangible assets consist principally of trademarks. Intangible assets determined to have a finite life, primarily customer relationships, are amortized over their estimated useful lives and are subject to review for impairment when events or circumstances indicate that the carrying amount of an asset may not be recoverable. Note 9 provides a summary of intangible assets segregated between amortizable and nonamortizable amounts.

Indemnification liabilities:

We have indemnified respective parties against certain liabilities that may arise in connection with certain acquisitions and divestitures. Indemnification liabilities are recognized when probable and estimable and included in deferred income taxes and other liabilities (see Note 15).

Income taxes:

We use the asset and liability method of accounting for income taxes. This method accounts for deferred income taxes by applying statutory rates in effect at the balance sheet date to the difference between the financial reporting and tax bases of assets and liabilities. We provide for taxes that may be payable if undistributed earnings of foreign subsidiaries were to be remitted to the U.S., except for those earnings that we consider to be indefinitely reinvested (see Note 13). Interest and penalties are recognized as a component of provision for income taxes.

Net income per common share attributable to CBI:

We have two classes of common stock with a material number of shares outstanding: Class A Common Stock and Class B Convertible Common Stock (see Note 16). In addition, we have another class of common stock with an immaterial number of shares outstanding: Class 1 Common Stock (see Note 16). If we pay a cash dividend on Class B Convertible Common Stock, each share of Class A Common Stock will receive an amount at least ten percent greater than the amount of the cash dividend per share paid on Class B Convertible Common Stock. Class B Convertible Common Stock shares are convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder.

We use the two-class method for the computation and presentation of net income per common share attributable to CBI (hereafter referred to as “net income per common share”) (see Note 18). The two-class method is an earnings allocation formula that calculates basic and diluted net income per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings as if all such earnings had been distributed during the period. Under the two-class method, Class A Common Stock is assumed to receive a ten percent greater participation in undistributed earnings than Class B Convertible Common Stock, in accordance with the respective minimum dividend rights of each class of stock.

Net income per common share – basic excludes the effect of common stock equivalents and is computed using the two-class method. Net income per common share – diluted for Class A Common Stock reflects the potential dilution that could result if securities or other contracts to issue common stock were exercised or converted into common stock. Net income per common share – diluted for Class A Common Stock is computed using the

more dilutive of the if-converted or two-class method. Net income per common share – diluted for Class A Common Stock is 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. Net income per common share – diluted for Class B Convertible Common Stock is computed using the two-class method and does not assume conversion of Class B Convertible Common Stock into shares of Class A Common Stock.

Stock-based employee compensation:

We have two stock-based employee compensation plans (see Note 17). We apply grant date fair-value-based measurement methods in accounting for our stock-based payment arrangements and recognize all costs resulting from stock-based payment transactions, net of expected forfeitures, ratably over the requisite service period. Stock-based awards are subject to specific vesting conditions, generally time vesting, or upon retirement, disability or death of the employee (as defined by the plan), if earlier. For awards granted to retirement-eligible employees, we recognize compensation expense ratably over the period from the date of grant to the date of retirement-eligibility.

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 incentives resulted in a shift in net sales recognition primarily between our fiscal quarters. Under the retrospective application method, we recognized the cumulative effect 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 are as follows:

As Previously ReportedRevenue Recognition AdjustmentsAs Adjusted
(in millions)
Consolidated Balance Sheet at February 28, 2018
Other accrued expenses and liabilities$583.4$94.9$678.3
Total current liabilities$1,944.7$94.9$2,039.6
Deferred income taxes and other liabilities (including deferred income taxes – as previously reported, $718.3 million; as adjusted, $694.4 million)$1,113.7$(23.9)$1,089.8
Total liabilities$12,476.0$71.0$12,547.0
Retained earnings$9,228.2$(71.0)$9,157.2
Total stockholders’ equity$8,062.7$(71.0)$7,991.7
For the Year Ended February 28, 2018For the Year Ended February 28, 2017
As Previously ReportedRevenue Recognition AdjustmentsAs AdjustedAs Previously ReportedRevenue Recognition AdjustmentsAs Adjusted
(in millions, except per share data)
Consolidated Statements of Comprehensive Income
Sales$8,326.8$(4.7)$8,322.1$8,061.6$(10.4)$8,051.2
Net sales$7,585.0$(4.7)$7,580.3$7,331.5$(10.4)$7,321.1
Gross profit$3,817.2$(4.7)$3,812.5$3,529.4$(10.4)$3,519.0
Operating income$2,284.5$(4.7)$2,279.8$2,399.4$(10.4)$2,389.0
Income before income taxes$2,342.7$(4.7)$2,338.0$2,093.4$(10.4)$2,083.0
Provision for income taxes$(11.9)$(10.8)$(22.7)$(554.2)$3.9$(550.3)
Net income$2,330.8$(15.5)$2,315.3$1,539.2$(6.5)$1,532.7
Net income attributable to CBI$2,318.9$(15.5)$2,303.4$1,535.1$(6.5)$1,528.6
Comprehensive income attributable to CBI$2,515.8$(15.5)$2,500.3$1,587.8$(6.5)$1,581.3
Net income per common share attributable to CBI:
Basic – Class A Common Stock$12.04$(0.08)$11.96$7.79$(0.03)$7.76
Basic – Class B Convertible Common Stock$10.93$(0.07)$10.86$7.07$(0.03)$7.04
Diluted – Class A Common Stock$11.55$(0.08)$11.47$7.52$(0.03)$7.49
Diluted – Class B Convertible Common Stock$10.66$(0.07)$10.59$6.93$(0.03)$6.90

The adoption of the revenue recognition guidance had no impact to cash flows from operating, financing or investing activities in our consolidated statements of cash flows for the years ended February 28, 2018, and February 28, 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 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, we recognized the cumulative effect of adopting this guidance in the first quarter of fiscal 2019 with a net increase to our March 1, 2018, opening retained earnings and deferred tax assets of approximately $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. In connection with a change in forecast within that business for the fourth quarter of fiscal 2019, we recognized a tax benefit of $50.1 million from the reversal of a valuation allowance established in connection with the adoption of this guidance on March 1, 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 adopted this guidance on March 1, 2019, using the modified retrospective approach. We will apply the transition method which does not require adjustments to comparative periods or require modified disclosures for those comparative periods for Fiscal 2020. The guidance provides a number of optional practical expedients in

transition. We have elected all of the available transition practical expedients, other than the use-of-hindsight. We are finalizing the implementation of 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. The adoption of this guidance did not have a material impact on our results of operations or liquidity. We expect to recognize new right-of-use assets and lease liabilities associated with our operating leases of approximately $600.0 million to $650.0 million in the first quarter of fiscal 2020.

The guidance also provides practical expedients for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption which allows us to not recognize right-of-use assets and lease liabilities for all leases with an initial term of 12 months or less. We have also elected the practical expedient to not separate lease and non-lease components for all of our leases.

  1. ACQUISITIONS AND DIVESTITURES:

Acquisitions –

Obregon Brewery:

In December 2016, we acquired a brewery operation business in Obregon, Sonora, Mexico from Grupo Modelo, S. de R.L. de C.V., formerly known as Grupo Modelo, S.A.B. de C.V., (“Modelo”), a subsidiary of Anheuser-Busch InBev SA/NV for cash paid of $569.7 million, net of cash acquired (the “Obregon Brewery”). The transaction primarily included the acquisition of operations; goodwill; property, plant and equipment; and inventories. This acquisition provided us with immediate functioning brewery capacity to support our fast-growing, high-end Mexican beer portfolio and flexibility for future innovation initiatives. It also enabled us to become fully independent from an interim supply agreement with Modelo, which was terminated at the time of this acquisition. The results of operations of the Obregon Brewery are reported in the Beer segment and have been included in our consolidated results of operations from the date of acquisition.

Charles Smith:

In October 2016, we acquired the Charles Smith Wines, LLC business, a collection of five super and ultra-premium wine brands, for $120.8 million (“Charles Smith”). This transaction primarily included the acquisition of goodwill, trademarks, inventories and certain grape supply contracts, plus an earn-out over three years based on the performance of the brands. The results of operations of Charles Smith are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.

High West:

In October 2016, we acquired all of the issued and outstanding common and preferred membership interests of High West Holdings, LLC for $136.6 million, net of cash acquired (“High West”). This transaction primarily included the acquisition of operations, goodwill, trademarks, inventories and property, plant and equipment. This acquisition included a portfolio of craft whiskeys and other select spirits. The results of operations of High West are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.

Prisoner:

In April 2016, we acquired The Prisoner Wine Company business, including a portfolio of five super-luxury wine brands, for $284.9 million (“Prisoner”). This transaction primarily included the acquisition of goodwill, inventories, trademarks and certain grape supply contracts. The results of operations of Prisoner are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.

Other Acquisitions:

During the year ended February 28, 2019, we completed the acquisitions of other businesses, including the Four Corners Brewing Company LLC business, which included a portfolio of high-quality, dynamic and bicultural, Texas-based craft beers (“Four Corners”), and a business in Italy, which provided additional processing and sourcing capabilities for our Italian wine portfolio. The purchase price for the Four Corners acquisition was primarily allocated to goodwill, property, plant and equipment, and trademarks, plus an earn-out over five years based on the performance of the brands. The purchase price for the acquired business in Italy was primarily

allocated to a production facility, vineyards and inventory. The results of operations of these acquired businesses are reported in the respective segment and have been included in our consolidated results of operations from their respective date of acquisition.

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 businesses are reported in the respective segment and have been included in our consolidated results of operations from their respective date of acquisition.

Divestitures –

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 year ended February 28, 2019, we recognized a net gain of $99.8 million in connection with this transaction. This net gain is included in income from unconsolidated investments.

Canadian Divestiture:

In December 2016, we sold the Wine and Spirits Canadian wine business, which included Canadian wine brands such as Jackson-Triggs and Inniskillin, wineries, vineyards, offices, facilities and Wine Rack retail stores, at a transaction value of C$1.03 billion, or $775.1 million (the “Canadian Divestiture”). We received cash proceeds of $570.3 million, net of outstanding debt and direct costs to sell of $194.9 million and $9.9 million, respectively. The following table summarizes the net gain recognized in connection with this divestiture:

(in millions)
Cash received from buyer$580.2
Net assets sold(175.3)
AOCI reclassification adjustments, primarily foreign currency translation(122.5)
Direct costs to sell(9.9)
Other(10.1)
Gain on sale of business$262.4

Additionally, our Wine and Spirits U.S. business recognized an impairment of $8.4 million for the fourth quarter of fiscal 2017 for trademarks associated with certain U.S. brands sold exclusively through the Canadian wine business for which we expected future sales of these brands to be minimal subsequent to the Canadian Divestiture. We have also recognized $15.2 million of other costs associated with the Canadian Divestiture, with $12.0 million recognized for the year ended February 28, 2017, primarily in connection with the evaluation of the merits of executing an initial public offering for a portion of our then-owned Canadian wine business, and $3.2 million recognized for the first quarter of fiscal 2018 in connection with the sale of the Canadian wine business. These amounts are included in selling, general and administrative expenses. In total, we have recognized $238.8 million of net gains associated with the Canadian Divestiture, with $242.0 million of net gains recognized for the year ended February 28, 2017, and $3.2 million of net losses recognized for the year ended February 28, 2018, as follows:

(in millions)
Gain on sale of business$262.4
Impairment of trademarks(8.4)
Other net costs(15.2)
Net gain associated with the Canadian Divestiture and related activities$238.8
  1. INVENTORIES:

The components of inventories are as follows:

February 28, 2019February 28, 2018
(in millions)
Raw materials and supplies$182.6$160.8
In-process inventories1,480.51,382.8
Finished case goods467.3540.4
$2,130.4$2,084.0
  1. PREPAID EXPENSES AND OTHER:

The major components of prepaid expenses and other are as follows:

February 28, 2019February 28, 2018
(in millions)
Value added taxes receivable$315.8$209.9
Income taxes receivable105.2121.0
Prepaid excise and sales taxes48.159.2
Other144.0133.4
$613.1$523.5
  1. PROPERTY, PLANT AND EQUIPMENT:

The major components of property, plant and equipment are as follows:

February 28, 2019February 28, 2018
(in millions)
Land and land improvements$456.7$438.0
Vineyards221.3238.3
Buildings and improvements1,067.3883.0
Machinery and equipment3,931.13,548.3
Motor vehicles81.893.6
Construction in progress1,214.31,072.5
6,972.56,273.7
Less – Accumulated depreciation(1,705.2)(1,484.0)
$5,267.3$4,789.7
  1. DERIVATIVE INSTRUMENTS:

Overview –

We are exposed to market risk from changes in foreign currency exchange rates, commodity prices, interest rates and equity prices that could affect our results of operations and financial condition. The impact on our results and financial position and the amounts reported in our financial statements will vary based upon the currency, commodity, interest rate and equity market movements during the period, the effectiveness and level of derivative instruments outstanding and whether they are designated and qualify for hedge accounting.

The estimated fair values of our derivative instruments change with fluctuations in currency rates, commodity prices, interest rates and/or equity prices and are expected to offset changes in the values of the

underlying exposures. Our derivative instruments are held solely to manage our exposures to the aforementioned market risks as part of our normal business operations. We follow strict policies to manage these risks and do not enter into derivative instruments for trading or speculative purposes.

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 10). These investments are included in securities measured at fair value and are accounted for at fair value, with the net gain (loss) from the changes in fair value of these investments recognized in income (loss) from unconsolidated investments (see Note 7).

The aggregate notional value of outstanding derivative instruments is as follows:

February 28, 2019February 28, 2018
(in millions)
Derivative instruments designated as hedging instruments
Foreign currency contracts$1,579.3$1,465.4
Derivative instruments not designated as hedging instruments
Foreign currency contracts$460.3$440.6
Commodity derivative contracts$284.7$177.5

Cash flow hedges –

Our derivative instruments designated in hedge accounting relationships are designated as cash flow hedges. We are exposed to foreign denominated cash flow fluctuations primarily in connection with third party and intercompany sales and purchases. We primarily use foreign currency forward contracts to hedge certain of these risks. In addition, we utilize interest rate swap contracts periodically to manage our exposure to changes in interest rates. Derivatives managing our cash flow exposures generally mature within three years or less, with a maximum maturity of five years.

To qualify for hedge accounting treatment, the details of the hedging relationship must be formally documented at inception of the arrangement, including the risk management objective, hedging strategy, hedged item, specific risk that is being hedged, the derivative instrument, how effectiveness is being assessed and how ineffectiveness will be measured. The derivative must be highly effective in offsetting changes in the cash flows of the risk being hedged. Throughout the term of the designated cash flow hedge relationship on at least a quarterly basis, a retrospective evaluation and prospective assessment of hedge effectiveness is performed based on quantitative and qualitative measures. All components of our derivative instruments’ gains or losses are included in the assessment of hedge effectiveness.

When we determine that a derivative instrument which qualified for hedge accounting treatment has ceased to be highly effective as a hedge, we discontinue hedge accounting prospectively. In the event the relationship is no longer effective, we recognize the change in the fair value of the hedging derivative instrument from the date the hedging derivative instrument became no longer effective immediately in our results of operations. We also discontinue hedge accounting prospectively when (i) a derivative expires or is sold, terminated, or exercised; (ii) it is no longer probable that the forecasted transaction will occur; or (iii) we determine that designating the derivative as a hedging instrument is no longer appropriate. When we discontinue hedge accounting prospectively, but the original forecasted transaction continues to be probable of occurring, the existing gain or loss of the derivative instrument remains in AOCI and is reclassified into earnings when the forecasted transaction occurs. When it becomes probable that the forecasted transaction will not occur, any remaining gain or loss in AOCI is recognized immediately in our results of operations.

We expect $11.8 million of net gains, net of income tax effect, to be reclassified from AOCI to our results of operations within the next 12 months.

Undesignated hedges –

Certain of our derivative instruments do not qualify for hedge accounting treatment; for others, we choose not to maintain the required documentation to apply hedge accounting treatment. These undesignated instruments are primarily used to economically hedge our exposure to fluctuations in the value of foreign currency denominated receivables and payables; foreign currency investments, primarily consisting of loans to subsidiaries and foreign-denominated investments, and cash flows related primarily to the repatriation of those loans or investments; and commodity prices, including aluminum, corn, diesel fuel, natural gas and wheat prices. We primarily use foreign currency forward and option contracts, generally less than 12 months in duration, and commodity swap contracts, generally less than 36 months in duration, with a maximum maturity of five years, to hedge some of these risks. In addition, from time to time, we utilize interest rate swap contracts, generally less than six months in duration, to economically hedge our exposure to changes in interest rates associated with the financing of significant investments and acquisitions. Our derivative policy permits the use of undesignated derivatives as approved by senior management.

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 February 28, 2019, the estimated fair value of derivative instruments in a net liability position due to counterparties was $3.4 million. If we were required to settle the net liability position under these derivative instruments on February 28, 2019, 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 7):

AssetsLiabilities
February 28, 2019February 28, 2018February 28, 2019February 28, 2018
(in millions)
Derivative instruments designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other$14.1$21.2Other accrued expenses and liabilities$8.8$7.8
Other assets$22.1$17.0Deferred income taxes and other liabilities$6.3$9.9
Derivative instruments not designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other$2.0$2.1Other accrued expenses and liabilities$0.6$2.2
Commodity derivative contracts:
Prepaid expenses and other$6.1$6.3Other accrued expenses and liabilities$6.1$3.0
Other assets$2.6$2.8Deferred income taxes and other liabilities$5.5$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:

Derivative Instruments in Designated Cash Flow Hedging RelationshipsNet Gain (Loss) Recognized in OCILocation of Net Gain (Loss) Reclassified from AOCI to IncomeNet Gain (Loss) Reclassified from AOCI to Income
(in millions)
For the Year Ended February 28, 2019
Foreign currency contracts$15.9Sales$0.4
Cost of product sold4.1
$15.9$4.5
For the Year Ended February 28, 2018
Foreign currency contracts$61.4Sales$(1.4)
Cost of product sold1.3
Interest rate swap contracts(1.5)Interest expense2.2
$59.9$2.1
For the Year Ended February 28, 2017
Foreign currency contracts$(26.1)Sales$1.1
Cost of product sold(28.3)
Interest rate swap contracts2.8Interest expense(4.0)
$(23.3)$(31.2)

The effect of our undesignated derivative instruments on our results of operations is as follows:

Derivative Instruments not Designated as Hedging InstrumentsLocation of Net Gain (Loss) Recognized in IncomeNet Gain (Loss) Recognized in Income
(in millions)
For the Year Ended February 28, 2019
Commodity derivative contractsCost of product sold$1.8
Foreign currency contractsSelling, general and administrative expenses(60.8)
Interest rate swap contractsInterest expense35.0
$(24.0)
For the Year Ended February 28, 2018
Commodity derivative contractsCost of product sold$7.5
Foreign currency contractsSelling, general and administrative expenses6.0
$13.5
For the Year Ended February 28, 2017
Commodity derivative contractsCost of product sold$16.3
Foreign currency contractsSelling, general and administrative expenses(26.1)
$(9.8)
  1. 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 –

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, 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 10) is calculated through the date of the November 2018 Canopy Transaction (as defined in Note 10) 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 10), is accounted for under the equity method (see Note 10).

Equity securities, Warrants – The fair value of the November 2017 Canopy Warrants and the November 2018 Canopy Warrants (both as defined in Note 10) is estimated using the Black-Scholes option-pricing model (Level 2 fair value measurement). The inputs used to estimate the fair value of the warrants are as follows:

February 28, 2019February 28, 2018
November 2018 Canopy WarrantsNovember 2017 Canopy WarrantsNovember 2017 Canopy Warrants
Issue date exercise price (1)C$50.40C$12.98C$12.98
Valuation date stock price (1)C$62.38C$62.38C$27.35
Expected life (2)2.7 years1.2 years2.2 years
Expected volatility (3)79.3%87.8%70.9%
Risk-free interest rate (4)1.8%1.8%1.8%
Expected dividend yield (5)0.0%0.0%0.0%
(1)Based on the closing market price for Canopy common stock on the Toronto Stock Exchange (“TSX”) as of the applicable date.
(2)Based on the expiration date of the warrants.
(3)Based on historical volatility levels of the underlying equity security.
(4)Based on the implied yield currently available on Canadian Treasury zero coupon issues with a remaining term equal to the expected life.
(5)Based on historical dividend levels.

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, which, at that time, provided 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), which includes an estimate of the credit spread based on the implied spread as of the issuance date of the notes. As of February 28, 2019, the inputs used to estimate the fair value of the Canopy Debt Securities are as follows:

Conversion price (1)C$48.17Expected volatility (2)45.9%
Valuation date stock price (3)C$62.38Risk-free interest rate (4)1.8%
Remaining term (5)4.4 yearsExpected dividend yield (6)0.0%
(1)Based on the rate which the Canopy Debt Securities may be converted into equity shares, or the equivalent amount of cash, at the option of the issuer.
(2)Based on historical volatility levels of the underlying equity security reduced to account for certain risks not incorporated into the option-pricing model.
(3)Based on the closing market price for Canopy common stock on the TSX as of the applicable date.
(4)Based on the implied yield currently available on Canadian Treasury zero coupon issues with a term equal to the remaining contractual term of the debt securities.
(5)Based on the contractual maturity date of the notes.
(6)Based on historical dividend levels.

Debt securities, Available-for-sale (“AFS”): The fair value is estimated by discounting cash flows using market-based inputs (Level 3 fair value measurement).

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 12) 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 12) 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 February 28, 2019, and February 28, 2018, due to the relatively short maturity of these instruments. As of February 28, 2019, the carrying amount of long-term debt, including the current portion, was $12,825.0 million, compared with an estimated fair value of $12,768.5 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)
February 28, 2019
Assets:
Foreign currency contracts$—$38.2$—$38.2
Commodity derivative contracts$—$8.7$—$8.7
Equity securities (1) (2)$—$3,023.2$—$3,023.2
Canopy Debt Securities (2)$—$211.5$—$211.5
Liabilities:
Foreign currency contracts$—$15.7$—$15.7
Commodity derivative contracts$—$11.6$—$11.6
February 28, 2018
Assets:
Foreign currency contracts$—$40.3$—$40.3
Commodity derivative contracts$—$9.1$—$9.1
Equity securities (1) (2)$402.4$253.2$—$655.6
Debt securities, AFS$—$—$16.6$16.6
Liabilities:
Foreign currency contracts$—$19.9$—$19.9
Commodity derivative contracts$—$5.6$—$5.6
(1)Equity securities consist of:February 28, 2019February 28, 2018
(in millions)
November 2017 Canopy Investment (i)$—$402.4
November 2017 Canopy Warrants718.7253.2
November 2018 Canopy Warrants2,304.5—
$3,023.2$655.6
(2)Unrealized net gain from the changes in fair value of our securities measured at fair value recognized in income from unconsolidated investments, are as follows:
February 28, 2019February 28, 2018
(in millions)
November 2017 Canopy Investment (i)$292.5$272.3
November 2017 Canopy Warrants465.5192.0
November 2018 Canopy Warrants1,157.7—
Canopy Debt Securities55.5—
$1,971.2$464.3
(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 periods presented. Impairment losses are included in selling, general and administrative for the periods 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 Year Ended February 28, 2019
Trademarks$—$—$28.0$108.0
For the Year Ended February 28, 2018
Trademarks$—$—$136.0$86.8
For the Year Ended February 28, 2017
Trademarks$—$—$—$46.0

Trademarks:

For the fourth quarter of fiscal 2019, in connection with certain continuing negative trends within our Beer segment’s Ballast Point craft beer portfolio, including slower growth rates and increased competition, we implemented a change in strategy for our Ballast Point craft beer portfolio. This change in strategy, when combined with the continuing negative 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. The change in strategy for our Ballast Point craft beer portfolio focuses on improving profitability by rationalizing the number of product offerings while targeting distribution growth in select strategic markets. This change in strategy resulted in updated long-term financial forecasts with lower revenues and cash flows for the related portfolio. Accordingly, we performed a quantitative assessment for impairment of the Ballast Point craft beer trademark asset. As a result of this assessment, the Ballast Point craft beer trademark asset with a carrying value of $136.0 million was written down to its estimated fair value of $28.0 million, resulting in an impairment of $108.0 million.

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, including slower growth rates and increased competition, 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. These negative trends were the result of (i) a disruption in our distribution network transition plan, (ii) an unexpected decrease in sales from product innovations and (iii) a significant shift in market conditions for our craft beer portfolio, all of which resulted in a decline in net sales and depletion trends, which represent distributor shipments of our branded products to retail customers, for the first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017, following consecutive quarters of significant net sales and depletion volume growth for our craft beer portfolio. Additionally, net sales for the first quarter of fiscal 2018 were below our forecasted net sales for the first quarter of fiscal 2018. 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.

For the fourth quarter of fiscal 2017, in connection with our continued focus on the consumer-led trend towards premiumization of our branded wine and spirits portfolio, a decision was made to discontinue certain small-scale, lower-margin U.S. brands within our Wine and Spirits’ portfolio. As a result, trademark assets with a carrying value of $37.6 million were written down to their estimated fair value, resulting in an impairment of $37.6 million.

In addition, in connection with the Canadian Divestiture in the fourth quarter of fiscal 2017, trademark assets with a carrying value of $8.4 million were written down to their estimated fair value, resulting in an impairment of $8.4 million. These trademarks were associated with certain U.S. brands within our Wine and

Spirits’ portfolio sold exclusively through the Canadian wine business, for which we expected future sales of these brands to be minimal subsequent to the Canadian Divestiture.

When performing a quantitative assessment for impairment of a trademark asset, we measure the amount of impairment by calculating the amount by which the carrying value of the trademark asset exceeds its estimated fair value. The estimated fair value is determined based on an income approach using the relief from royalty method, which assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of the trademark asset. The cash flow projections we use to estimate the fair value of our trademark assets involve several assumptions, including (i) projected revenue growth rates, (ii) estimated royalty rates, (iii) after-tax royalty savings expected from ownership of the trademarks and (iv) discount rates used to derive the estimated fair value of the trademark assets.

  1. GOODWILL:

The changes in the carrying amount of goodwill are as follows:

BeerWine and SpiritsConsolidated
(in millions)
Balance, February 28, 2017$5,053.0$2,867.5$7,920.5
Purchase accounting allocations (1)63.956.2120.1
Foreign currency translation adjustments40.71.842.5
Balance, February 28, 20185,157.62,925.58,083.1
Purchase accounting allocations (2)22.32.725.0
Foreign currency translation adjustments(12.0)(7.3)(19.3)
Balance, February 28, 2019$5,167.9$2,920.9$8,088.8
(1)Purchase accounting allocations associated primarily with the acquisitions of the Obregon Brewery ($13.8 million) and Funky Buddha (Beer), and Schrader Cellars (Wine and Spirits).
(2)Preliminary purchase accounting allocations associated primarily with the acquisition of Four Corners (Beer).
  1. INTANGIBLE ASSETS:

The major components of intangible assets are as follows:

February 28, 2019February 28, 2018
Gross Carrying AmountNet Carrying AmountGross Carrying AmountNet Carrying Amount
(in millions)
Amortizable intangible assets
Customer relationships$89.9$39.1$89.8$44.2
Other20.50.920.31.4
Total$110.440.0$110.145.6
Nonamortizable intangible assets
Trademarks3,158.13,259.2
Total intangible assets$3,198.1$3,304.8

We did not incur costs to renew or extend the term of acquired intangible assets for the years ended February 28, 2019, and February 28, 2018. Net carrying amount represents the gross carrying value net of accumulated amortization. Amortization expense for intangible assets was $6.0 million, $5.9 million and $10.4 million for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, respectively. Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows:

(in millions)
2020$5.8
2021$5.4
2022$5.1
2023$3.3
2024$1.6
Thereafter$18.8
  1. EQUITY METHOD INVESTMENTS:

Our equity method investments are as follows:

February 28, 2019February 28, 2018
Carrying ValueOwnership PercentageCarrying ValueOwnership Percentage
(in millions)
Canopy Equity Method Investment$3,332.136.0%$——%
Other equity method investments133.520%-50%121.520%-50%
$3,465.6$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 per warrant share and are exercisable as of February 28, 2019. These warrants expire in May 2020.

The November 2017 Canopy Investment was accounted for at fair value from the date of investment through October 31, 2018. From November 1, 2018, the November 2017 Canopy Investment has been accounted for under the equity method (see “Canopy Equity Method Investment” below). The November 2017 Canopy Warrants have been accounted for at fair value from the date of investment.

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 of Canopy (the “November 2018 Canopy Warrants”, and together with the November 2018 Canopy Investment, the “November 2018 Canopy Transaction”) for C$5,078.7 million, or $3,869.9 million. 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. The inputs used to estimate the fair value of the November 2018 Canopy Warrants as of November 1, 2018, are as follows:

Issue date exercise priceC$50.40Expected volatility75.9%
Valuation date stock priceC$48.43Risk-free interest rate2.4%
Expected life3.0 yearsExpected dividend yield0.0%

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 per warrant share. The Tranche B Warrants are exercisable upon the exercise, in full, of the Tranche A Warrants and at an exercise price based on the volume-weighted average of the closing market price of Canopy’s common shares on the TSX 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.

On November 1, 2018, our ownership interest in Canopy increased to 36.6% and, as this allows us to 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 consisted 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 that date of $694.9 million. We recognize equity in earnings (losses) for this investment on a two-month lag. Accordingly, we recognized $2.6 million of equity in losses from Canopy’s results of operations for the period November 1, 2018, through December 31, 2018, and related activities, in our consolidated financial statements for the year ended February 28, 2019. As of February 28, 2019, the carrying amount of the Canopy Equity Method Investment is greater than our equity in the book value of net assets of Canopy by $1.4 billion. This difference primarily represents our basis in identifiable intangible assets and goodwill associated with the November 2018 investment. Equity in earnings (losses) from the Canopy Equity Method Investment and related activities include, among other items, the amortization of the fair value adjustments associated with the definite-lived intangible assets over their estimated useful lives, the flow through of inventory step up and unrealized gains associated with changes in our Canopy ownership percentage resulting from periodic equity issuances made by Canopy.

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 February 28, 2019, 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 February 28, 2019, also would not have a significant effect on our share of Canopy’s reported earnings or losses. However, as of February 28, 2019, 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 could have a significant effect on our share of Canopy’s reported earnings or losses. As of February 28, 2019, the exercise of all Canopy warrants held by us would have required a cash outflow of approximately $5.9 billion based on the terms of the November 2017 Canopy Warrants and the November 2018 Canopy Warrants. Additionally, as of February 28, 2019, the fair value of our equity method investment in Canopy was $5,842.9 million based on the closing price of the underlying equity security as of that date.

The following table presents summarized financial information for Canopy presented in accordance with U.S. GAAP. The amounts shown represent 100% of Canopy’s financial position as of December 31, 2018, and results of operations from the date of our investment on November 1, 2018, through December 31, 2018. We recognize our equity in earnings (losses) for Canopy on a two-month lag. Accordingly, we recognized our share of

Canopy’s losses from November and December 2018, which was included in Canopy’s third quarter fiscal 2019 results, in our fourth quarter fiscal 2019 results.

February 28, 2019For the Year Ended February 28, 2019
(in millions)
Current assets$3,800.7Net sales$48.6
Noncurrent assets$2,466.0Gross profit$11.2
Current liabilities$216.8Net loss$(39.6)
Noncurrent liabilities$668.2Net loss attributable to Canopy$(27.8)
Noncontrolling interests$143.3

Subsequent event –

In April 2019, we agreed to modify the terms of the November 2018 Canopy Warrants and certain other rights. Modification of the November 2018 Canopy Warrants is subject to, among other things, approval by Canopy’s shareholders. These changes are the result of Canopy’s intention to acquire Acreage Holdings, Inc. (“Acreage”) upon U.S. Federal cannabis legalization, subject to certain conditions. As a result of the proposed modifications, and following all necessary Canopy shareholder approvals, we will continue to have the option to purchase an additional 139.7 million common shares of Canopy upon exercise of the warrants originally received in November 2018; however, this option will consist of three tranches of warrants, including 88.5 million warrants (the “New Tranche A Warrants”), 38.4 million warrants (the “New Tranche B Warrants”) and 12.8 million warrants (the “New Tranche C Warrants”, and collectively with the New Tranche A Warrants and the New Tranche B Warrants, the “New November 2018 Canopy Warrants”). The New Tranche A Warrants will continue to have an exercise price of C$50.40 per warrant share and remain currently exercisable, but would expire November 1, 2023. The New Tranche B Warrants would have an exercise price of C$76.68 per warrant share and the New Tranche C Warrants would have an exercise price based on the volume-weighted average of the closing market price of Canopy’s common shares on the TSX for the five trading days immediately preceding the exercise date. The New Tranche B Warrants and the New Tranche C Warrants would have an expiration date of November 1, 2026. If Canopy exercises its proposed right to acquire the shares of Acreage and we were to exercise all of our outstanding November 2017 Canopy Warrants and the New November 2018 Canopy Warrants, our ownership interest in Canopy would no longer be expected to be greater than 50 percent.

  1. OTHER ACCRUED EXPENSES AND LIABILITIES:

The major components of other accrued expenses and liabilities are as follows:

February 28, 2019February 28, 2018
(in millions)
Promotions and advertising$181.2$209.0
Salaries, commissions, and payroll benefits and withholdings163.1149.0
Accrued interest107.386.7
Income taxes payable24.548.5
Accrued excise taxes21.028.7
Other193.3156.4
$690.4$678.3
  1. BORROWINGS:

Borrowings consist of the following:

February 28, 2019February 28, 2018
CurrentLong-termTotalTotal
(in millions)
Short-term borrowings
Senior credit facility, Revolving credit loan$59.0$79.0
Commercial paper732.5266.9
Other—400.9
$791.5$746.8
Long-term debt
Senior credit facility, Term loan$5.0$487.8$492.8$497.7
Term loan credit facilities50.01,436.41,486.4—
Senior notes997.89,819.110,816.98,674.2
Other12.416.528.9268.0
$1,065.2$11,759.8$12,825.0$9,439.9

Bank facilities –

Senior credit facility:

In March 2016, the Company, CIH International S.à r.l., a wholly-owned subsidiary of ours (“CIH”), CIH Holdings S.à r.l., a wholly-owned subsidiary of ours (“CIHH”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), and certain other lenders entered into a Restatement Agreement (the “March 2016 Restatement Agreement”) that amended and restated our then-existing senior credit facility (as amended and restated by the March 2016 Restatement Agreement, the “March 2016 Credit Agreement”). The principal changes effected by the March 2016 Restatement Agreement were:

•The creation of a new $700.0 million European Term A-1 loan facility maturing on March 10, 2021;
•An increase of the European revolving commitment under the revolving credit facility by $425.0 million to $1.0 billion;
•The addition of CIHH as a new borrower under the new European Term A-1 loan facility and the European revolving commitment; and
•The entry into a cross-guarantee agreement by CIH and CIHH whereby each guarantees the other’s obligations under the March 2016 Credit Agreement.

In October 2016, the Company, CIH, CIHH, CB International Finance S.à r.l., a wholly-owned subsidiary of ours (“CB International” and together with CIH and CIHH, the “2016 European Borrowers”), the Administrative Agent, and certain other lenders entered into a Restatement Agreement (the “2016 Restatement Agreement”) that amended and restated the March 2016 Credit Agreement (as amended and restated by the 2016 Restatement Agreement, the “2016 Credit Agreement”). The principal changes effected by the 2016 Restatement Agreement were:

•The creation of a new $400.0 million European Term A-2 loan facility with CIH as the borrower, maturing on March 10, 2021;
•An adjustment of the Incremental Facilities (as defined below) from a fixed amount to a flexible amount;
•The addition of CB International as a new borrower under the European revolving commitment; and
•The entry into an amended and restated cross-guarantee agreement by the 2016 European Borrowers whereby each guarantees the others’ obligations under the 2016 Credit Agreement.

In May 2017, we repaid the outstanding obligations under the U.S. Term A loan facility under the 2016 Credit Agreement primarily with a portion of the proceeds from the May 2017 senior notes and revolver borrowings under the 2016 Credit Agreement.

In July 2017, the Company, CIH, CB International (together with CIH, the “European Borrowers”), CIHH, the Administrative Agent, and certain other lenders entered into a Restatement Agreement (the “2017 Restatement Agreement”) that amended and restated the 2016 Credit Agreement (as amended and restated by the 2017 Restatement Agreement, the “2017 Credit Agreement”). The principal changes effected by the 2017 Restatement Agreement were:

•The refinance and increase of the existing U.S. Term A-1 loan facility by $261.1 million to $500.0 million and extension of its maturity to July 14, 2024;
•The creation of a new $2.0 billion European Term A loan facility into which the then-existing European Term A loan facility, European Term A-1 loan facility and European Term A-2 loan facility were combined;
•The increase of the revolving credit facility by $350.0 million to $1.5 billion and extension of its maturity to July 14, 2022; and
•The removal of CIHH as a borrower under the 2017 Restatement Agreement.

In addition, the Company and certain of our U.S. subsidiaries executed an amended and restated guarantee agreement which, among other things, released certain of our U.S. subsidiaries as guarantors of borrowings under the 2017 Credit Agreement. Furthermore, the European Borrowers executed an amended and restated cross-guarantee agreement which, among other things, removed CIHH as a party to the amended and restated cross-guarantee agreement.

In November 2017, we repaid the outstanding obligations under the European Term A loan facility under the 2017 Credit Agreement primarily with proceeds from the November 2017 senior notes.

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.

General:

The obligations under the 2018 Credit Agreement and 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 2018 Credit Agreement and 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.

Our senior credit facility permits us to elect, subject to the willingness of existing or new lenders to fund such increase or term loans and other customary conditions, to increase the revolving credit commitments or add one or more tranches of additional term loans (the “Incremental Facilities”). The Incremental Facilities may be an unlimited amount so long as our leverage ratio, as defined and computed pursuant to our senior credit facility, is no greater than 4.00 to 1.00 subject to certain limitations for the period defined pursuant to our senior credit facility.

As of February 28, 2019, aggregate credit facilities under the 2018 Credit Agreement and the Term Credit Agreement consist of the following:

AmountMaturityAmountMaturity
(in millions)
2018 Credit AgreementTerm Credit Agreement
Revolving Credit Facility (1) (2)$2,000.0Sept 14, 2023Three-Year Term Facility (1) (3)$500.0Nov 1, 2021
U.S. Term A-1 Facility (1) (3)500.0July 14, 2024Five-Year Term Facility (1) (3)1,000.0Nov 1, 2023
$2,500.0$1,500.0
(1)Contractual interest rate varies based on our debt rating (as defined in the respective agreement) and is a function of LIBOR plus a margin, or the base rate plus a margin, or, in certain circumstances where LIBOR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin.
(2)We and/or CB International are the borrower under the $2,000.0 million Revolving Credit Facility. Includes a sub-facility for letters of credit of up to $200.0 million.
(3)We are the borrower under the U.S. Term A-1 loan facility, the Three-Year Term Facility and the Five-Year Term Facility.

As of February 28, 2019, information with respect to borrowings under the 2018 Credit Agreement and the Term Credit Agreement is as follows:

2018 Credit AgreementTerm Credit Agreement
Revolving Credit FacilityU.S. Term A Facility (1)Three-Year Term Facility (1)Five-Year Term Facility (1)
(in millions)
Outstanding borrowings$59.0$492.8$499.5$986.9
Interest rate3.6%4.0%3.6%3.8%
LIBOR margin1.13%1.50%1.13%1.25%
Outstanding letters of credit$10.8
Remaining borrowing capacity (2)$1,196.7
(1)Outstanding term loan facility borrowings are net of unamortized debt issuance costs.
(2)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under the 2018 Credit Agreement and outstanding borrowings under our commercial paper program of $733.5 million (excluding unamortized discount) (see “Commercial paper program”).

Commercial paper program –

In October 2017, we implemented a commercial paper program which provided for the issuance of up to an aggregate principal amount of $1.0 billion of commercial paper. 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 February 28, 2019, we had $732.5 million of outstanding borrowings, net of unamortized discount, under our commercial paper program with a weighted average annual interest rate of 3.0% and a weighted average remaining term of 18 days. As of February 28, 2018, we had $266.9 million of outstanding borrowings, net of unamortized discount, under our commercial paper program with a weighted average annual interest rate of 2.1% and a weighted average remaining term of 10 days.

Senior notes –

Our outstanding senior notes are as follows:

Date ofOutstanding Balance (1)
PrincipalIssuanceMaturityInterest PaymentsFebruary 28, 2019February 28, 2018
(in millions)
3.75% Senior Notes (2) (3)$500.0May 2013May 2021May/Nov$498.6$498.0
4.25% Senior Notes (2) (3)$1,050.0May 2013May 2023May/Nov1,045.41,044.4
3.875% Senior Notes (2) (3)$400.0Nov 2014Nov 2019May/Nov399.1397.9
4.75% Senior Notes (2) (3)$400.0Nov 2014Nov 2024May/Nov396.4395.9
4.75% Senior Notes (2) (3)$400.0Dec 2015Dec 2025Jun/Dec395.8395.3
3.70% Senior Notes (2) (4)$600.0Dec 2016Dec 2026Jun/Dec595.4594.9
2.70% Senior Notes (2) (4)$500.0May 2017May 2022May/Nov496.8495.9
3.50% Senior Notes (2) (4)$500.0May 2017May 2027May/Nov495.6495.1
4.50% Senior Notes (2) (4)$500.0May 2017May 2047May/Nov492.9492.7
2.00% Senior Notes (2) (5)$600.0Nov 2017Nov 2019May/Nov598.6596.8
2.25% Senior Notes (2) (5)$700.0Nov 2017Nov 2020May/Nov696.8695.0
2.65% Senior Notes (2) (4)$700.0Nov 2017Nov 2022May/Nov693.9692.3
3.20% Senior Notes (2) (4)$600.0Feb 2018Feb 2023Feb/Aug596.0595.0
3.60% Senior Notes (2) (4)$700.0Feb 2018Feb 2028Feb/Aug693.8693.2
4.10% Senior Notes (2) (4)$600.0Feb 2018Feb 2048Feb/Aug592.0591.8
Senior Floating Rate Notes (2) (6)$650.0Oct 2018Nov 2021Quarterly646.8—
4.40% Senior Notes (2) (4)$500.0Oct 2018Nov 2025May/Nov495.4—
4.65% Senior Notes (2) (4)$500.0Oct 2018Nov 2028May/Nov494.7—
5.25% Senior Notes (2) (4)$500.0Oct 2018Nov 2048May/Nov492.9—
$10,816.9$8,674.2
(1)Amounts are net of unamortized debt issuance costs and unamortized discounts, where applicable.
(2)Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness. Guaranteed by certain of our U.S. subsidiaries on a senior unsecured basis.
(3)Redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 50 basis points.
(4)Redeemable, in whole or in part, at our option at any time prior to the stated redemption date as defined in the indenture, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus the stated basis points as defined in the indenture. On or after the stated redemption date, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.
Redemption
Stated Redemption DateStated Basis Points
3.70% Senior Notes due December 2026Sept 202625
2.70% Senior Notes due May 2022Apr 202215
3.50% Senior Notes due May 2027Feb 202720
4.50% Senior Notes due May 2047Nov 204625
2.65% Senior Notes due November 2022Oct 202215
3.20% Senior Notes due February 2023Jan 202313
3.60% Senior Notes due February 2028Nov 202715
4.10% Senior Notes due February 2048Aug 204720
4.40% Senior Notes due November 2025Sept 202520
4.65% Senior Notes due November 2028Aug 202825
5.25% Senior Notes due November 2048May 204830
(5)Redeemable, in whole or in part, at our option at any time prior to maturity, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 10 basis points.
(6)Interest will accrue for each quarterly interest period at a rate equal to three-month LIBOR plus 0.70% per year as determined on the applicable interest determination date as defined in the indenture. Interest is payable quarterly in February, May, August and November. The notes are not redeemable prior to October 30, 2019. On or after this date, the notes are redeemable, in whole or in part, at our option at any time prior to maturity, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.

For the year ended February 28, 2018, we recognized a loss on extinguishment of debt of $97.0 million. This amount consisted of a make-whole payment of $73.6 million in connection with the early redemption of our April 2012 senior notes and the write-off of debt issuance costs of $23.4 million primarily in connection with the prior-to-maturity repayments of term loan facilities under our applicable senior credit facility in May and November 2017.

Indentures –

Our indentures relating to our outstanding senior notes contain certain covenants, including, but not limited to: (i) a limitation on liens on certain assets, (ii) a limitation on certain sale and leaseback transactions and (iii) restrictions on mergers, consolidations and the transfer of all or substantially all of our assets to another person.

Subsidiary credit facilities –

General:

We have additional credit arrangements totaling $45.1 million and $503.5 million as of February 28, 2019, and February 28, 2018, respectively. As of February 28, 2019, and February 28, 2018, amounts outstanding under these arrangements were $28.9 million and $277.0 million, respectively, the majority of which is classified as long-term as of the respective date. These arrangements primarily support the financing needs of our domestic and foreign subsidiary operations (see “Other long-term debt” for additional information). Interest rates and other terms of these borrowings vary from country to country, depending on local market conditions.

Other long-term debt:

During the year ended February 28, 2019, we recorded a conversion of $248.2 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. During the year ended February 28, 2017, we had recorded a noncash conversion of $132.0 million from noncontrolling equity interests to long-term debt associated with the same contractual agreement. As of February 28, 2018, outstanding borrowings under this contractual agreement were $230.5 million and were included in our consolidated balance sheet in accordance with our consolidation of this variable interest entity.

Debt payments –

As of February 28, 2019, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $69.6 million and $15.5 million, respectively) for each of the five succeeding fiscal years and thereafter are as follows:

(in millions)
2020$1,067.4
2021764.3
20221,710.3
20231,856.8
20241,842.5
Thereafter5,668.8
$12,910.1

Accounts receivable securitization facilities –

As of February 28, 2018, we had two outstanding 364-day revolving trade accounts receivable securitization facilities with aggregate borrowings outstanding of $391.9 million at a weighted average interest rate of 2.4%. Both facilities reached full maturation in accordance with the respective terms for each facility during the year ended February 28, 2019, and were not renewed.

  1. INCOME TAXES:

Income before income taxes was generated as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Domestic$1,615.9$591.5$777.6
Foreign2,529.11,746.51,305.4
$4,145.0$2,338.0$2,083.0

The income tax provision (benefit) consisted of the following:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Current
Federal$4.1$261.1$270.8
State15.720.428.5
Foreign239.2158.4126.2
Total current259.0439.9425.5
Deferred
Federal223.9(475.9)109.9
State75.00.47.1
Foreign128.058.37.8
Total deferred426.9(417.2)124.8
Income tax provision$685.9$22.7$550.3

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJ Act”) was signed into law. The TCJ Act significantly changes U.S. corporate income taxes by, among other items, lowering the federal statutory rate from 35% to 21%, eliminating certain deductions, changing how foreign earnings are subject to U.S. tax and imposing a

mandatory one-time transition tax on accumulated earnings of foreign subsidiaries. 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 of $351.2 million for the year ended February 28, 2018. This amount is comprised primarily of (i) a benefit of $311.2 million from the remeasurement of our deferred tax assets and liabilities to the new, lower federal statutory rate and (ii) a benefit of $220.0 million from the reversal of deferred tax liabilities previously provided for unremitted earnings of foreign subsidiaries which were not considered to be indefinitely reinvested; partially offset by the recording of the mandatory one-time transition tax of $180.0 million on unremitted earnings of our foreign subsidiaries.

For the third quarter of fiscal 2019, 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”), must 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 tax expense when incurred.

Prior to the third quarter of fiscal 2017, we had historically provided deferred income taxes for the repatriation to the U.S. of earnings from our foreign subsidiaries. During the third quarter of fiscal 2017, in connection with the agreement to divest the Canadian wine business and the ongoing Beer capacity expansion activities in Mexico, including the agreement to acquire the Obregon Brewery, we changed our assertion regarding our ability and intent to indefinitely reinvest unremitted earnings of certain foreign subsidiaries. Approximately $420 million of our earnings for the year ended February 28, 2017, and all future earnings for these foreign subsidiaries were expected to be indefinitely reinvested. Therefore, no deferred income taxes had been provided on these applicable unremitted earnings. Although we expect to continue to reinvest these foreign earnings, as the TCJ Act reduces the tax impact of repatriation, beginning in the fourth quarter of fiscal 2018, we have provided deferred income taxes, consisting primarily of foreign withholding and state taxes, on all applicable unremitted earnings of our foreign subsidiaries.

A reconciliation of the total tax provision (benefit) to the amount computed by applying the statutory U.S. Federal income tax rate to income before provision for (benefit from) income taxes is as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Amount% of Pretax IncomeAmount% of Pretax IncomeAmount% of Pretax Income
(in millions, except % of pretax income data)
Income tax provision at statutory rate$870.521.0%$765.432.7%$729.135.0%
State and local income taxes, net of federal income tax benefit (1)81.32.0%18.00.8%23.11.1%
Net income tax benefit from TCJ Act(37.6)(0.9%)(351.2)(15.0%)——%
Earnings of subsidiaries taxed at other than U.S. statutory rate (2)(149.0)(3.6%)(319.1)(13.7%)(160.4)(7.7%)
Excess tax benefits from stock-based compensation awards (3)(82.9)(2.0%)(68.6)(2.9%)——%
Canadian Divestiture——%——%(25.5)(1.2%)
Miscellaneous items, net3.6—%(21.8)(0.9%)(16.0)(0.8%)
Income tax provision at effective rate$685.916.5%$22.71.0%$550.326.4%
(1)Includes differences resulting from adjustments to the current and deferred state effective tax rates.
(2)Consists of the difference between the U.S. statutory rate and local jurisdiction tax rates, as well as the provision for incremental U.S. taxes on unremitted earnings of certain foreign subsidiaries offset by foreign tax credits and other foreign adjustments.
(3)Represents the recognition of the income tax effect of stock-based compensation awards in the income statement when the awards vest or are settled as a result of our March 1, 2017, adoption of FASB amended share-based compensation guidance (see Note 17).

Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income.

Significant components of deferred tax assets (liabilities) consist of the following:

February 28, 2019February 28, 2018
(in millions)
Deferred tax assets
Intangible assets$1,616.7$—
Loss carryforwards147.8106.0
Stock-based compensation33.429.1
Inventory20.318.3
Other accruals93.481.1
Gross deferred tax assets1,911.6234.5
Valuation allowances(86.9)(112.1)
Deferred tax assets, net1,824.7122.4
Deferred tax liabilities
Intangible assets—(499.8)
Property, plant and equipment(191.5)(197.8)
Investments in unconsolidated investees(448.9)(78.2)
Provision for unremitted earnings(22.8)(21.2)
Derivative instruments(7.9)(19.8)
Total deferred tax liabilities(671.1)(816.8)
Deferred tax assets (liabilities), net$1,153.6$(694.4)

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, we consider the projected reversal of deferred tax liabilities and projected future taxable income. Based upon this assessment, we believe it is more likely than not that we will realize the benefits of these deductible differences, net of any valuation allowances.

As of February 28, 2019, operating loss carryforwards, which are primarily state and foreign, totaling $833.3 million are being carried forward in a number of jurisdictions where we are permitted to use tax operating losses from prior periods to reduce future taxable income. Of these operating loss carryforwards, $745.5 million will expire in fiscal 2020 through fiscal 2039 and $87.8 million of operating losses in certain jurisdictions may be carried forward indefinitely. Additionally, as of February 28, 2019, federal capital losses totaling $222.3 million are being carried forward and will expire in fiscal 2022.

We have recognized valuation allowances for operating loss carryforwards, capital loss carryforwards and other deferred tax assets when we believe it is more likely than not that these items will not be realized. The decrease in our valuation allowances as of February 28, 2019, primarily relates to the reversal of valuation allowances in connection with the sale of our Accolade Wine Investment in the first quarter of fiscal 2019.

The liability for income taxes associated with uncertain tax positions, excluding interest and penalties, and a reconciliation of the beginning and ending unrecognized tax benefit liabilities is as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Balance as of March 1$89.3$39.5$30.4
Increases as a result of tax positions taken during a prior period56.47.5—
Decreases as a result of tax positions taken during a prior period(1.4)(0.1)(11.5)
Increases as a result of tax positions taken during the current period88.843.821.3
Decreases related to settlements with tax authorities(0.8)(0.4)—
Decreases related to lapse of applicable statute of limitations(8.0)(1.0)(0.7)
Balance as of last day of February$224.3$89.3$39.5

As of February 28, 2019, and February 28, 2018, we had $239.0 million and $93.7 million, respectively, of non-current unrecognized tax benefit liabilities, including interest and penalties, recognized on our balance sheets. These liabilities are recorded as non-current as payment of cash is not anticipated within one year of the balance sheet date.

As of February 28, 2019, and February 28, 2018, we had $224.3 million and $89.3 million, respectively, of unrecognized tax benefit liabilities that, if recognized, would decrease the effective tax rate.

We file U.S. Federal income tax returns and various state, local and foreign income tax returns. Major tax jurisdictions where we are subject to examination by tax authorities include Canada, Luxembourg, Mexico, Switzerland and the U.S. Various U.S. Federal, state and foreign income tax examinations are currently in progress. It is reasonably possible that the liability associated with our unrecognized tax benefit liabilities will increase or decrease within the next twelve months as a result of these examinations or the expiration of statutes of limitation. As of February 28, 2019, we estimate that unrecognized tax benefit liabilities could change by a range of $1 million to $13 million. With few exceptions, we are no longer subject to U.S. Federal, state, local or foreign income tax examinations for fiscal years prior to February 29, 2012.

We provide for additional tax expense based on probable outcomes of ongoing tax examinations and assessments in various jurisdictions. While it is often difficult to predict the outcome or the timing of resolution of any tax matter, we believe the reserves reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue would require the use of cash. Favorable resolution would be recognized as a reduction to the effective tax rate in the year of resolution.

  1. DEFERRED INCOME TAXES AND OTHER LIABILITIES:

The major components of deferred income taxes and other liabilities are as follows:

February 28, 2019February 28, 2018
(in millions)
Deferred income taxes$1,029.7$694.4
Unrecognized tax benefit liabilities239.093.7
Long-term income tax payable95.4165.6
Other106.6136.1
$1,470.7$1,089.8
  1. COMMITMENTS AND CONTINGENCIES:

Operating leases –

The minimum lease payments for our operating leases are recognized on a straight-line basis over the minimum lease term. Step rent provisions, escalation clauses, capital improvement funding and other lease concessions, when present in our leases, are taken into account in computing the minimum lease payments.

Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for each of the five succeeding fiscal years and thereafter:

(in millions)
2020$59.0
202158.2
202251.1
202347.9
202441.2
Thereafter302.1
$559.5

Rental expense was $63.5 million, $59.1 million and $59.2 million for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, respectively.

Purchase commitments and contingencies –

We have entered into various long-term contracts in the normal course of business for the purchase of (i) certain inventory components, (ii) property, plant and equipment and related contractor and manufacturing services, (iii) processing and warehousing services, (iv) transportation services and (v) certain energy requirements. As of February 28, 2019, the estimated aggregate minimum purchase obligations under these contracts are as follows:

TypeLength of CommitmentAmount
(in millions)
Raw materials and supplies (1)Packaging, grapes, hops, malts and other raw materialsthrough May 2034$5,955.1
In-process inventoriesBulk wine and spiritsthrough February 2027100.4
Capital expenditures (2)Property, plant and equipment, and contractor and manufacturing servicesthrough February 2022649.8
OtherProcessing and warehousing services, transportation services, energy contractsthrough December 2030488.9
$7,194.2
(1)Certain grape purchasing arrangements include the purchase of grape production yielded from specified blocks of a vineyard. The actual tonnage and price of grapes that we purchase will vary each year depending on certain factors, including weather, time of harvest, overall market conditions and the agricultural practices and location of the vineyard. Amounts included herein for the estimated aggregate minimum grape purchase obligations consist of estimates for the purchase of the grapes and the implicit leases of the land. Upon adoption of the new lease guidance on March 1, 2019, certain grape purchasing arrangements classified as leases will result in the recognition of right-of-use assets and lease liabilities on our balance sheet. However, certain other grape purchasing arrangements classified as leases will not result in the recognition of right-of-use assets and lease liabilities on our balance sheet due to their variable nature.
(2)Consists of purchase commitments entered into primarily in connection with the construction of a new, state-of-the-art brewery located in Mexicali, Baja California, Mexico (the “Mexicali Brewery”), and the expansion project for the Obregon Brewery.

Additionally, 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 for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, were $238.8 million, $316.6 million and $292.3 million, respectively.

Indemnification liabilities –

In connection with prior divestitures, we have indemnified respective parties against certain liabilities that may arise subsequent to the divestiture. As of February 28, 2019, and February 28, 2018, these liabilities consist primarily of indemnifications related to certain income tax matters. During the year ended February 28, 2019, in connection with the sale of the Accolade Wine Investment, we were released from certain guarantees and we recognized a gain of $3.7 million as part of the net gain on the sale of this business. This net gain is included in income from unconsolidated investments. As of February 28, 2019, and February 28, 2018, the carrying amount of our indemnification liabilities was $9.2 million and $12.8 million, respectively, and is included in deferred income taxes and other liabilities. We do not expect to be required to make material payments under the indemnifications and we believe that the likelihood is remote that the indemnifications could have a material adverse effect on our business, liquidity, financial condition and/or results of operations.

Legal matters –

In the course of our business, we are subject to litigation from time to time. Although the amount of any liability with respect to such litigation cannot be determined, in the opinion of management, such liability will not have a material adverse effect on our financial condition, results of operations or cash flows.

Other –

In connection with the write-down of certain bulk wine inventory as a result of smoke damage sustained during the Fall 2017 California wildfires, we have recognized total losses of $20.6 million, with $1.5 million recognized for the first quarter of fiscal 2019 and $19.1 million recognized for the fourth quarter of 2018. While we are pursuing reimbursement from our insurance carriers, there can be no assurance there will be any potential recoveries.

  1. STOCKHOLDERS’ EQUITY:

Common stock –

We have two classes of common stock with a material number of shares outstanding: Class A Common Stock and Class B Convertible Common Stock. Class B Convertible Common Stock shares are convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder. Holders of Class B Convertible Common Stock are entitled to ten votes per share. Holders of Class A Common Stock are entitled to one vote per share and a cash dividend premium. If we pay a cash dividend on Class B Convertible Common Stock, each share of Class A Common Stock will receive an amount at least ten percent greater than the amount of the cash dividend per share paid on Class B Convertible Common Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Common Stock without paying any dividend on Class B Convertible Common Stock. However, our senior credit facility limits the cash dividends that we can pay on our common stock to a fixed amount per quarter but the fixed amount may be exceeded subject to various conditions set forth in the senior credit facility.

In addition, we have a class of common stock with an immaterial number of shares outstanding: Class 1 Common Stock. Shares of Class 1 Common Stock generally have no voting rights. Class 1 Common Stock shares are convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder, provided that the holder immediately sells the Class A Common Stock acquired upon conversion. Because shares of Class 1 Common Stock are convertible into shares of Class A Common Stock, for each share of Class 1 Common Stock issued, we must reserve one share of Class A Common Stock for issuance upon the conversion of the share of Class 1 Common Stock. Holders of Class 1 Common Stock do not have any preference as to dividends, but may participate in any dividend if and when declared by the Board of Directors. If we pay a cash dividend on Class 1 Common Stock, each share of Class A Common Stock will receive an amount at least ten percent greater than the amount of cash dividend per share paid on Class 1 Common Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Common Stock without paying a dividend on Class 1 Common Stock. The cash dividends declared and paid on Class B Convertible Common Stock and Class 1 Common Stock must always be the same.

The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:

Common StockTreasury Stock
Class AClass BClass 1Class AClass B
Balance at February 29, 2016255,558,02628,358,5292,00079,454,0115,005,800
Share repurchases———7,407,051—
Conversion of shares2(2)———
Exercise of stock options1,948,156—80——
Employee stock purchases———(77,671)—
Grant of restricted stock awards———(4,088)—
Vesting of restricted stock units (1)———(325,773)—
Vesting of performance share units (2)———(190,559)—
Balance at February 28, 2017257,506,18428,358,5272,08086,262,9715,005,800
Share repurchases———4,810,061—
Conversion of shares29,640(23,140)(6,500)——
Exercise of stock options1,182,532—6,390——
Employee stock purchases———(75,023)—
Grant of restricted stock awards———(3,848)—
Vesting of restricted stock units (1)———(181,994)—
Vesting of performance share units (2)———(68,928)—
Balance at February 28, 2018258,718,35628,335,3871,97090,743,2395,005,800
Retirement of treasury shares (3)(74,000,000)——(74,000,000)—
Share repurchases———2,352,145—
Conversion of shares12,968(12,968)———
Exercise of stock options1,008,854—1,147,654——
Employee stock purchases———(76,844)—
Grant of restricted stock awards———(3,914)—
Vesting of restricted stock units (1)———(24,308)—
Vesting of performance share units (2)———(62,352)—
Balance at February 28, 2019185,740,17828,322,4191,149,62418,927,9665,005,800
(1)Net of 15,409 shares, 117,188 shares and 241,870 shares withheld for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, respectively, to satisfy tax withholding requirements.
(2)Net of 44,016 shares, 55,584 shares and 168,811 shares withheld for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, respectively, to satisfy tax withholding requirements.
(3)Shares of our Class A Treasury Stock were retired to authorized and unissued shares of our Class A Common Stock.

Stock repurchases –

From time to time, our Board of Directors has authorized the repurchase of our Class A Common Stock and Class B Convertible Common Stock. Shares may be repurchased through open market or privately negotiated transactions. Shares repurchased under such authorizations have become treasury shares. A summary of share repurchase activity is as follows:

Class A Common Shares Repurchased
Repurchase AuthorizationFor the Year Ended February 28, 2019For the Year Ended February 28, 2018For the Year Ended February 28, 2017
DateAmount AuthorizedDollar ValueNumber of SharesDollar ValueNumber of SharesDollar ValueNumber of Shares
(in millions, except share data)
2013 Authorization (1)Apr 2012$1,000.0$——$——$669.64,400,504
2017 Authorization (2)Nov 2016$1,000.0——546.92,530,194453.13,006,547
2018 Authorization (3)Jan 2018$3,000.0504.32,352,145491.62,279,867——
$504.32,352,145$1,038.54,810,061$1,122.77,407,051
(1)The 2013 Authorization was fully utilized during the year ended February 28, 2017.
(2)The 2017 Authorization was fully utilized during the year ended February 28, 2018.
(3)As of February 28, 2019, $2,004.1 million remains available for future share repurchase under the 2018 Authorization. The Board of Directors did not specify a date upon which this authorization would expire.

Common stock dividends –

In April 2019, our Board of Directors declared a quarterly cash dividend of $0.75 per share of Class A Common Stock, $0.68 per share of Class B Convertible Common Stock and $0.68 per share of Class 1 Common Stock payable in the first quarter of fiscal 2020.

  1. STOCK-BASED EMPLOYEE COMPENSATION:

Effective March 1, 2017, we adopted the FASB amended guidance for, among other items, the accounting for income taxes related to share-based compensation and the related classification in the statement of cash flows. This guidance requires the recognition of excess tax benefits and deficiencies (resulting from an increase or decrease in the fair value of an award from grant date to the vesting or settlement date) in the provision for income taxes as a discrete item in the quarterly period in which they occur. Through February 28, 2017, these amounts were recognized in additional paid-in capital at the time of vesting or settlement. Additionally, effective March 1, 2017, excess tax benefits are classified as an operating activity in the statement of cash flows instead of as a financing activity where they were previously presented. We adopted this guidance on a prospective basis and, accordingly, prior periods have not been adjusted. The adoption of this amended guidance also impacted our calculation of diluted earnings per share under the treasury stock method, as excess tax benefits and deficiencies resulting from share-based compensation are no longer included in the assumed proceeds calculation.

We have two stock-based employee compensation plans (as further discussed below). Total compensation cost recognized for our stock-based awards and income tax benefits related thereto are as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Total compensation cost recognized in our results of operations$64.1$60.9$56.1
Income tax benefit related thereto recognized in our results of operations$11.6$13.5$18.5

Long-term stock incentive plan –

Under our Long-Term Stock Incentive Plan, nonqualified stock options, restricted stock, restricted stock units, performance share units and other stock-based awards may be granted to our employees, officers and directors. The aggregate number of shares of our Class A Common Stock and Class 1 Common Stock available for awards under our Long-Term Stock Incentive Plan is 108,000,000 shares.

The exercise price, vesting period and term of nonqualified stock options granted are established by the committee administering the plan (the “Committee”). The exercise price of any nonqualified stock option may not be less than the fair market value of our Class A Common Stock on the date of grant. Nonqualified stock options generally vest and become exercisable over a four-year period from the date of grant and expire as established by the Committee, but not later than ten years after the grant date.

Grants of restricted stock, restricted stock units, performance share units and other stock-based awards may contain such vesting periods, terms, conditions and other requirements as the Committee may establish. Restricted stock and restricted stock unit awards are based on service and generally vest over one to four years from the date of grant. Performance share unit awards are based on service and the satisfaction of certain performance conditions, and vest over a required employee service period, generally from one to three years from the date of grant, which closely matches the performance period. The performance conditions include the achievement of specified financial or operational performance metrics, or market conditions which require the achievement of specified levels of shareholder return relative to other companies as defined in the applicable performance share unit agreement. The

actual number of shares to be awarded upon vesting of a performance share unit award will range between 0% and 200% of the target award, based upon the measure of performance as certified by the Committee.

A summary of stock option activity under our Long-Term Stock Incentive Plan is as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Number of OptionsWeighted Average Exercise PriceNumber of OptionsWeighted Average Exercise PriceNumber of OptionsWeighted Average Exercise Price
Outstanding as of March 17,444,701$56.338,070,255$44.319,541,393$34.03
Granted540,640$227.91624,121$172.70648,147$157.01
Exercised(2,156,508)$23.55(1,188,922)$31.86(1,948,236)$25.79
Forfeited(133,250)$187.84(59,725)$136.08(170,711)$109.23
Expired(4,364)$175.86(1,028)$36.13(338)$31.92
Outstanding as of last day of February5,691,219$81.877,444,701$56.338,070,255$44.31
Exercisable4,456,486$53.185,983,286$34.126,456,382$26.66

As of February 28, 2019, the aggregate intrinsic value of our options outstanding and exercisable was $527.2 million and $517.9 million, respectively. In addition, the weighted average remaining contractual life for our options outstanding and exercisable was 4.5 years and 3.5 years, respectively.

The fair value of stock options vested, and the intrinsic value of and tax benefit realized from the exercise of stock options, are as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Fair value of stock options vested$22.8$20.3$20.3
Intrinsic value of stock options exercised$348.5$189.9$260.4
Tax benefit realized from stock options exercised$82.6$59.8$106.0

The weighted average grant-date fair value of stock options granted and the weighted average inputs used to estimate the fair value on the date of grant using the Black-Scholes option-pricing model are as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Grant-date fair value$53.06$42.88$40.09
Expected life (1)5.9 years5.9 years5.9 years
Expected volatility (2)22.3%26.0%27.1%
Risk-free interest rate (3)2.9%2.0%1.6%
Expected dividend yield (4)1.3%1.2%1.0%
(1)Based on historical experience of employees’ exercise behavior for similar type awards.
(2)Based primarily on historical volatility levels of our Class A Common Stock.
(3)Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.
(4)Based on the calculated yield on our Class A Common Stock at date of grant using the current fiscal year projected annualized dividend distribution rate.

A summary of restricted Class A Common Stock activity under our Long-Term Stock Incentive Plan is as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
NumberWeighted Average Grant-Date Fair ValueNumberWeighted Average Grant-Date Fair ValueNumberWeighted Average Grant-Date Fair Value
Restricted Stock Awards
Outstanding balance as of March 1, Nonvested3,848$197.184,088$166.344,984$119.37
Granted3,914$214.293,848$197.184,088$166.34
Vested(3,848)$197.18(4,088)$166.34(4,984)$119.37
Outstanding balance as of last day of February, Nonvested3,914$214.293,848$197.184,088$166.34
Restricted Stock Units
Outstanding balance as of March 1, Nonvested286,658$157.29455,699$117.44917,009$70.23
Granted108,545$226.97157,200$178.11174,187$156.74
Vested(39,717)$129.57(299,182)$109.09(567,643)$54.29
Forfeited(41,234)$182.00(27,059)$140.00(67,854)$108.56
Outstanding balance as of last day of February, Nonvested314,252$181.62286,658$157.29455,699$117.44
Performance Share Units
Outstanding balance as of March 1, Nonvested227,720$177.90250,333$141.91501,261$92.41
Granted172,468$222.9255,464$236.7975,765$190.33
Performance achievement (1)(281)$155.7255,081$99.85105,330$66.50
Vested(106,368)$147.34(124,512)$100.73(359,370)$60.50
Forfeited(34,075)$215.63(8,646)$144.57(72,653)$144.26
Outstanding balance as of last day of February, Nonvested259,464$213.27227,720$177.90250,333$141.91
(1)Reflects the net number of awards achieved above (below) target levels based on actual performance measured at the end of the performance period.

The fair value of shares vested for our restricted Class A Common Stock awards is as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Restricted stock awards$0.8$0.8$0.8
Restricted stock units$9.0$56.5$89.4
Performance share units$24.4$21.4$57.2

The weighted average grant-date fair value of performance share units granted with a market condition and the weighted average inputs used to estimate the fair value on the date of grant using the Monte Carlo Simulation model are as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Grant-date fair value$322.42$250.30$204.53
Grant-date price$228.26$172.09$157.33
Performance period2.9 years2.9 years2.8 years
Expected volatility (1)20.7%21.5%20.6%
Risk-free interest rate (2)2.6%1.4%1.0%
Expected dividend yield (3)0.0%0.0%0.0%
(1)Based primarily on historical volatility levels of our Class A Common Stock.
(2)Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the performance period.
(3)No expected dividend yield as units granted earn dividend equivalents.

Employee stock purchase plan –

We have a stock purchase plan (the “Employee Stock Purchase Plan”) under which 9,000,000 shares of Class A Common Stock may be issued. Under the terms of the plan, eligible employees may purchase shares of our Class A Common Stock through payroll deductions. The purchase price is the lower of 85% of the fair market value of the stock on the first or last day of the purchase period. For the years ended February 28, 2019, February 28, 2018, and February 28, 2017, employees purchased 76,844 shares, 75,023 shares and 77,671 shares, respectively, under this plan.

Other –

As of February 28, 2019, there was $86.3 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under our stock-based employee compensation plans. This cost is expected to be recognized in our results of operations over a weighted-average period of 2.4 years. With respect to the issuance of shares under any of our stock-based compensation plans, we have the option to issue authorized but unissued shares or treasury shares.

  1. NET INCOME PER COMMON SHARE ATTRIBUTABLE TO CBI:

The computation of basic and diluted net income per common share is as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Common StockCommon StockCommon Stock
Class AClass BClass AClass BClass AClass B
(in millions, except per share data)
Net income attributable to CBI allocated – basic$3,049.5$386.4$2,049.9$253.5$1,364.3$164.3
Conversion of Class B common shares into Class A common shares386.4—253.5—164.3—
Effect of stock-based awards on allocated net income—(8.3)—(6.3)—(3.1)
Net income attributable to CBI allocated – diluted$3,435.9$378.1$2,303.4$247.2$1,528.6$161.2
Weighted average common shares outstanding – basic167.24923.321171.45723.336175.93423.353
Conversion of Class B common shares into Class A common shares23.321—23.336—23.353—
Stock-based awards, primarily stock options4.962—5.952—4.812—
Weighted average common shares outstanding – diluted195.53223.321200.74523.336204.09923.353
Net income per common share attributable to CBI – basic$18.24$16.57$11.96$10.86$7.76$7.04
Net income per common share attributable to CBI – diluted$17.57$16.21$11.47$10.59$7.49$6.90
  1. ACCUMULATED OTHER COMPREHENSIVE LOSS:

Other comprehensive income (loss) attributable to CBI includes the following components:

Before Tax AmountTax (Expense) BenefitNet of Tax Amount
(in millions)
For the Year Ended February 28, 2017
Other comprehensive income attributable to CBI:
Foreign currency translation adjustments:
Net loss$(78.3)$(0.7)$(79.0)
Reclassification adjustments111.5—111.5
Net gain recognized in other comprehensive income33.2(0.7)32.5
Unrealized loss on cash flow hedges:
Net derivative loss(34.7)11.7(23.0)
Reclassification adjustments45.2(14.1)31.1
Net gain recognized in other comprehensive income10.5(2.4)8.1
Unrealized gain on AFS debt securities:
Net AFS debt securities gain0.40.10.5
Reclassification adjustments———
Net gain recognized in other comprehensive income0.40.10.5
Pension/postretirement adjustments:
Net actuarial gain0.3(0.1)0.2
Reclassification adjustments11.5(0.1)11.4
Net gain recognized in other comprehensive income11.8(0.2)11.6
Other comprehensive income attributable to CBI$55.9$(3.2)$52.7
For the Year Ended February 28, 2018
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain$147.3$(1.6)$145.7
Reclassification adjustments———
Net gain recognized in other comprehensive income147.3(1.6)145.7
Unrealized gain on cash flow hedges:
Net derivative gain76.7(21.5)55.2
Reclassification adjustments(2.9)0.2(2.7)
Net gain recognized in other comprehensive income73.8(21.3)52.5
Unrealized loss on AFS debt securities:
Net AFS debt securities loss—(0.2)(0.2)
Reclassification adjustments———
Net loss recognized in other comprehensive income—(0.2)(0.2)
Pension/postretirement adjustments:
Net actuarial loss(1.7)0.6(1.1)
Reclassification adjustments———
Net loss recognized in other comprehensive income(1.7)0.6(1.1)
Other comprehensive income attributable to CBI$219.4$(22.5)$196.9
Before Tax AmountTax (Expense) BenefitNet of Tax Amount
(in millions)
For the Year Ended February 28, 2019
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net loss$(194.2)$—$(194.2)
Reclassification adjustments———
Net loss recognized in other comprehensive loss(194.2)—(194.2)
Unrealized gain on cash flow hedges:
Net derivative gain8.35.013.3
Reclassification adjustments(3.6)0.9(2.7)
Net gain recognized in other comprehensive loss4.75.910.6
Unrealized loss on AFS debt securities:
Net AFS debt securities loss(0.4)0.1(0.3)
Reclassification adjustments1.90.92.8
Net gain recognized in other comprehensive loss1.51.02.5
Pension/postretirement adjustments:
Net actuarial gain0.4(0.1)0.3
Reclassification adjustments0.3(0.1)0.2
Net gain recognized in other comprehensive loss0.7(0.2)0.5
Share of OCI of equity method investments:
Net gain38.7(9.1)29.6
Reclassification adjustments———
Net gain recognized in other comprehensive loss38.7(9.1)29.6
Other comprehensive loss attributable to CBI$(148.6)$(2.4)$(151.0)

Accumulated other comprehensive loss, net of income tax effect, includes the following components:

Foreign Currency Translation AdjustmentsNet Unrealized Gain on Derivative InstrumentsNet Unrealized Loss on AFS Debt SecuritiesPension/ Postretirement AdjustmentsShare of OCI of Equity Method InvestmentsAccumulated Other Comprehensive Loss
(in millions)
Balance, February 28, 2018$(212.3)$14.5$(2.5)$(2.6)$—$(202.9)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification adjustments(194.2)13.3(0.3)0.329.6(151.3)
Amounts reclassified from accumulated other comprehensive income (loss)—(2.7)2.80.2—0.3
Other comprehensive income (loss)(194.2)10.62.50.529.6(151.0)
Balance, February 28, 2019$(406.5)$25.1$—$(2.1)$29.6$(353.9)
  1. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK:

Net sales to our five largest customers represented 32.7%, 32.5% and 32.6% of our net sales for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, respectively. Net sales to our five largest customers are expected to continue to represent a significant portion of our revenues. Net sales to an individual customer which amount to 10% or more of our net sales, and the associated amounts receivable from this customer as a percentage of our accounts receivable, are as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
Southern Glazer’s Wine and Spirits
Net sales12.9%13.0%14.1%
Accounts receivable30.8%28.1%32.1%

Net sales for the above customer are primarily reported within the Wine and Spirits segment. Our arrangements with certain of our customers may, generally, be terminated by either party with prior notice. The majority of our accounts receivable balance is generated from sales to independent distributors with whom we have a predetermined collection date arranged through electronic funds transfer. We perform ongoing credit evaluations of our customers’ financial position, and management is of the opinion that any risk of significant loss is reduced due to the diversity of our customers and geographic sales area.

  1. CONDENSED CONSOLIDATING FINANCIAL INFORMATION:

The following information sets forth the condensed consolidating balance sheets as of February 28, 2019, and February 28, 2018, the condensed consolidating statements of comprehensive income for the years ended February 28, 2019, February 28, 2018, and February 28, 2017, and the condensed consolidating statements of cash flows for the years ended February 28, 2019, February 28, 2018, and February 28, 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 statements for our Subsidiary Guarantors are not presented because we have determined that such financial statements 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 the Summary of Significant Accounting Policies in Note 1. 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 CompanySubsidiary GuarantorsSubsidiary NonguarantorsEliminationsConsolidated
(in millions)
Condensed Consolidating Balance Sheet at February 28, 2019
Current assets:
Cash and cash equivalents$11.0$2.6$80.0$—$93.6
Accounts receivable435.6370.640.7—846.9
Inventories197.71,485.4609.9(162.6)2,130.4
Intercompany receivable29,712.533,775.420,050.6(83,538.5)—
Prepaid expenses and other89.978.1446.7(1.6)613.1
Total current assets30,446.735,712.121,227.9(83,702.7)3,684.0
Property, plant and equipment85.3786.84,395.2—5,267.3
Investments in subsidiaries26,533.81,599.62,982.1(31,115.5)—
Goodwill—6,185.51,903.3—8,088.8
Intangible assets—605.02,593.1—3,198.1
Intercompany notes receivable3,218.6—38.6(3,257.2)—
Equity method investments—1.73,463.9—3,465.6
Securities measured as fair value——3,234.7—3,234.7
Deferred income taxes69.2—2,183.3(69.2)2,183.3
Other assets17.31.191.3—109.7
Total assets$60,370.9$44,891.8$42,113.4$(118,144.6)$29,231.5
Current liabilities:
Short-term borrowings$732.5$—$59.0$—$791.5
Current maturities of long-term debt1,052.812.20.2—1,065.2
Accounts payable59.6141.3415.8—616.7
Intercompany payable33,787.631,428.918,322.0(83,538.5)—
Other accrued expenses and liabilities374.3184.0156.6(24.5)690.4
Total current liabilities36,006.831,766.418,953.6(83,563.0)3,163.8
Long-term debt, less current maturities11,743.416.00.4—11,759.8
Intercompany notes payable38.52,694.4524.3(3,257.2)—
Deferred income taxes and other liabilities31.2540.5955.9(56.9)1,470.7
Total liabilities47,819.935,017.320,434.2(86,877.1)16,394.3
CBI stockholders’ equity12,551.09,874.521,393.0(31,267.5)12,551.0
Noncontrolling interests——286.2—286.2
Total stockholders’ equity12,551.09,874.521,679.2(31,267.5)12,837.2
Total liabilities and stockholders’ equity$60,370.9$44,891.8$42,113.4$(118,144.6)$29,231.5
Parent CompanySubsidiary GuarantorsSubsidiary NonguarantorsEliminationsConsolidated
(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 receivable2.012.6761.6—776.2
Inventories184.31,537.5546.6(184.4)2,084.0
Intercompany receivable27,680.037,937.518,940.8(84,558.3)—
Prepaid expenses and other138.477.7311.0(3.6)523.5
Total current assets28,009.339,569.720,641.3(84,746.3)3,474.0
Property, plant and equipment76.2775.73,937.8—4,789.7
Investments in subsidiaries20,948.7442.05,876.9(27,267.6)—
Goodwill—6,185.51,897.6—8,083.1
Intangible assets—718.22,586.6—3,304.8
Intercompany notes receivable6,236.42,435.4—(8,671.8)—
Equity method investments—1.9119.6—121.5
Securities measured at fair value——672.2—672.2
Deferred income taxes17.4——(17.4)—
Other assets15.72.874.9—93.4
Total assets$55,303.7$50,131.2$35,806.9$(120,703.1)$20,538.7
Current liabilities:
Short-term borrowings$266.9$—$479.9$—$746.8
Current maturities of long-term debt7.115.00.2—22.3
Accounts payable63.4128.3400.5—592.2
Intercompany payable37,408.230,029.717,120.4(84,558.3)—
Other accrued expenses and liabilities356.2199.3150.5(27.7)678.3
Total current liabilities38,101.830,372.318,151.5(84,586.0)2,039.6
Long-term debt, less current maturities9,166.99.1241.6—9,417.6
Intercompany notes payable—5,029.23,642.6(8,671.8)—
Deferred income taxes and other liabilities59.9493.5553.8(17.4)1,089.8
Total liabilities47,328.635,904.122,589.5(93,275.2)12,547.0
CBI stockholders’ equity7,975.114,227.113,200.8(27,427.9)7,975.1
Noncontrolling interests——16.6—16.6
Total stockholders’ equity7,975.114,227.113,217.4(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 CompanySubsidiary GuarantorsSubsidiary NonguarantorsEliminationsConsolidated
(in millions)
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2019
Sales$2,996.9$7,323.1$3,905.8$(5,341.5)$8,884.3
Excise taxes(359.3)(396.2)(12.8)—(768.3)
Net sales2,637.66,926.93,893.0(5,341.5)8,116.0
Cost of product sold(2,060.3)(5,399.8)(1,924.2)5,348.6(4,035.7)
Gross profit577.31,527.11,968.87.14,080.3
Selling, general and administrative expenses(548.1)(908.7)(233.6)22.3(1,668.1)
Operating income29.2618.41,735.229.42,412.2
Equity in earnings (losses) of equity method investees and subsidiaries and related activities3,889.6(39.4)482.9(4,302.5)30.6
Unrealized net gain on securities measured at fair value——1,971.2—1,971.2
Net gain on sale of unconsolidated investment——99.8—99.8
Interest income0.6—11.4—12.0
Intercompany interest income259.7647.16.3(913.1)—
Interest expense(361.7)(1.0)(16.4)—(379.1)
Intercompany interest expense(547.1)(196.3)(169.7)913.1—
Loss on extinguishment of debt(1.7)———(1.7)
Income before income taxes3,268.61,028.84,120.7(4,273.1)4,145.0
(Provision for) benefit from income taxes167.3(250.2)(598.1)(4.9)(685.9)
Net income3,435.9778.63,522.6(4,278.0)3,459.1
Net income attributable to noncontrolling interests——(23.2)—(23.2)
Net income attributable to CBI$3,435.9$778.6$3,499.4$(4,278.0)$3,435.9
Comprehensive income attributable to CBI$3,284.9$777.7$3,358.4$(4,136.1)$3,284.9
Parent CompanySubsidiary GuarantorsSubsidiary NonguarantorsEliminationsConsolidated
(in millions)
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2018
Sales$2,953.5$6,822.8$3,499.6$(4,953.8)$8,322.1
Excise taxes(353.5)(375.6)(12.7)—(741.8)
Net sales2,600.06,447.23,486.9(4,953.8)7,580.3
Cost of product sold(2,080.3)(4,809.5)(1,795.7)4,917.7(3,767.8)
Gross profit519.71,637.71,691.2(36.1)3,812.5
Selling, general and administrative expenses(468.8)(820.0)(259.9)16.0(1,532.7)
Operating income50.9817.71,431.3(20.1)2,279.8
Equity in earnings (losses) of equity method investees and subsidiaries and related activities2,515.1(13.9)547.8(3,014.4)34.6
Unrealized net gain on securities measured at fair value and related activities——452.6—452.6
Interest income0.4—1.9—2.3
Intercompany interest income240.9491.14.2(736.2)—
Interest expense(279.1)(1.1)(54.1)—(334.3)
Intercompany interest expense(395.3)(195.6)(145.3)736.2—
Loss on extinguishment of debt(81.8)—(15.2)—(97.0)
Income before income taxes2,051.11,098.22,223.2(3,034.5)2,338.0
(Provision for) benefit from income taxes252.3(74.2)(180.9)(19.9)(22.7)
Net income2,303.41,024.02,042.3(3,054.4)2,315.3
Net income attributable to noncontrolling interests——(11.9)—(11.9)
Net income attributable to CBI$2,303.4$1,024.0$2,030.4$(3,054.4)$2,303.4
Comprehensive income attributable to CBI$2,500.3$1,024.4$2,232.4$(3,256.8)$2,500.3
Parent CompanySubsidiary GuarantorsSubsidiary NonguarantorsEliminationsConsolidated
(in millions)
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2017
Sales$2,824.2$6,252.4$3,535.1$(4,560.5)$8,051.2
Excise taxes(351.9)(320.8)(57.4)—(730.1)
Net sales2,472.35,931.63,477.7(4,560.5)7,321.1
Cost of product sold(1,974.5)(4,373.8)(1,949.9)4,496.1(3,802.1)
Gross profit497.81,557.81,527.8(64.4)3,519.0
Selling, general and administrative expenses(417.2)(707.5)(290.5)22.8(1,392.4)
Gain on sale of business(23.4)(4.3)290.1—262.4
Operating income57.2846.01,527.4(41.6)2,389.0
Equity in earnings (losses) of equity method investees and subsidiaries and related activities1,656.1(31.1)410.4(2,008.1)27.3
Interest income0.4—1.4—1.8
Intercompany interest income227.1402.73.6(633.4)—
Interest expense(280.0)(1.5)(53.6)—(335.1)
Intercompany interest expense(311.1)(197.4)(124.9)633.4—
Income before income taxes1,349.71,018.71,764.3(2,049.7)2,083.0
(Provision for) benefit from income taxes178.9(385.1)(347.6)3.5(550.3)
Net income1,528.6633.61,416.7(2,046.2)1,532.7
Net income attributable to noncontrolling interests——(4.1)—(4.1)
Net income attributable to CBI$1,528.6$633.6$1,412.6$(2,046.2)$1,528.6
Comprehensive income attributable to CBI$1,581.3$633.5$1,435.0$(2,068.5)$1,581.3
Parent CompanySubsidiary GuarantorsSubsidiary NonguarantorsEliminationsConsolidated
(in millions)
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2019
Net cash provided by operating activities$169.8$353.1$1,880.4$(157.0)$2,246.3
Cash flows from investing activities:
Investments in equity method investees and securities—(0.1)(4,081.4)—(4,081.5)
Purchases of property, plant and equipment(34.4)(104.2)(747.7)—(886.3)
Purchases of businesses, net of cash acquired—(19.5)(26.1)—(45.6)
Proceeds from sale of unconsolidated investment——110.2—110.2
Proceeds from sales of assets0.641.130.6—72.3
Net proceeds from intercompany notes525.1——(525.1)—
Net investment in equity affiliates(3,927.8)(11.1)—3,938.9—
Other investing activities——(0.9)—(0.9)
Net cash used in investing activities(3,436.5)(93.8)(4,715.3)3,413.8(4,831.8)
Cash flows from financing activities:
Dividends paid to parent company——(209.5)209.5—
Net contributions from equity affiliates—25.83,965.6(3,991.4)—
Net proceeds from (repayments of) intercompany notes214.9(256.9)(483.1)525.1—
Proceeds from issuance of long-term debt3,645.6—12.0—3,657.6
Proceeds from shares issued under equity compensation plans63.2———63.2
Net proceeds from (repayments of) short-term borrowings465.6—(420.1)—45.5
Dividends paid(557.7)———(557.7)
Purchases of treasury stock(504.3)———(504.3)
Principal payments of long-term debt(19.6)(17.2)(26.0)—(62.8)
Payments of debt issuance, debt extinguishment and other financing costs(34.6)———(34.6)
Payments of minimum tax withholdings on stock-based payment awards—(12.8)(0.8)—(13.6)
Net cash provided by (used in) financing activities3,273.1(261.1)2,838.1(3,256.8)2,593.3
Effect of exchange rate changes on cash and cash equivalents——(4.5)—(4.5)
Net increase (decrease) in cash and cash equivalents6.4(1.8)(1.3)—3.3
Cash and cash equivalents, beginning of year4.64.481.3—90.3
Cash and cash equivalents, end of year$11.0$2.6$80.0$—$93.6
Parent CompanySubsidiary GuarantorsSubsidiary NonguarantorsEliminationsConsolidated
(in millions)
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2018
Net cash provided by (used in) operating activities$(374.5)$1,288.2$1,017.7$—$1,931.4
Cash flows from investing activities:
Investments in equity method investees and securities—(0.1)(210.8)—(210.9)
Purchases of property, plant and equipment(21.3)(128.3)(908.0)—(1,057.6)
Purchases of businesses, net of cash acquired—(70.9)(79.2)—(150.1)
Proceeds from sales of assets0.1—5.8—5.9
Payments related to sale of business——(5.0)—(5.0)
Net proceeds from intercompany notes265.8—3.8(269.6)—
Net investment in equity affiliates(1,355.0)——1,355.0—
Other investing activities(6.2)—0.8—(5.4)
Net cash used in investing activities(1,116.6)(199.3)(1,192.6)1,085.4(1,423.1)
Cash flows from financing activities:
Dividends paid to parent company——(70.0)70.0—
Net contributions from equity affiliates—0.91,424.1(1,425.0)—
Net proceeds from (repayments of) intercompany notes(211.0)(1,041.1)982.5269.6—
Proceeds from issuance of long-term debt5,886.4—2,047.0—7,933.4
Proceeds from shares issued under equity compensation plan49.4———49.4
Net proceeds from short-term borrowings33.3—103.9—137.2
Dividends paid(400.1)———(400.1)
Purchases of treasury stock(1,038.5)———(1,038.5)
Principal payments of long-term debt(2,717.8)(19.1)(4,391.8)—(7,128.7)
Payments of debt issuance, debt extinguishment and other financing costs(115.6)—(6.6)—(122.2)
Payments of minimum tax withholdings on stock-based payment awards—(30.5)(1.2)—(31.7)
Net cash provided by (used in) financing activities1,486.1(1,089.8)87.9(1,085.4)(601.2)
Effect of exchange rate changes on cash and cash equivalents——5.8—5.8
Net decrease in cash and cash equivalents(5.0)(0.9)(81.2)—(87.1)
Cash and cash equivalents, beginning of year9.65.3162.5—177.4
Cash and cash equivalents, end of year$4.6$4.4$81.3$—$90.3
Parent CompanySubsidiary GuarantorsSubsidiary NonguarantorsEliminationsConsolidated
(in millions)
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2017
Net cash provided by operating activities$341.4$1,051.5$958.5$(655.4)$1,696.0
Cash flows from investing activities:
Investments in equity method investees and securities—(0.1)(17.0)—(17.1)
Purchases of property, plant and equipment(12.8)(89.8)(804.8)—(907.4)
Purchases of businesses, net of cash acquired——(1,111.0)—(1,111.0)
Proceeds from sales of assets0.7—1.4—2.1
Proceeds from sale of business(9.9)—585.2—575.3
Net proceeds from intercompany notes422.0——(422.0)—
Net returns of capital from equity affiliates470.7——(470.7)—
Other investing activities——(3.7)—(3.7)
Net cash provided by (used in) investing activities870.7(89.9)(1,349.9)(892.7)(1,461.8)
Cash flows from financing activities:
Dividends paid to parent company——(868.7)868.7—
Net returns of capital to equity affiliates—(22.0)(235.4)257.4—
Net proceeds from (repayments of) intercompany notes(20.2)(855.4)453.6422.0—
Proceeds from issuance of long-term debt600.0—1,365.6—1,965.6
Proceeds from shares issued under equity compensation plans59.7———59.7
Net proceeds from (repayments of) short-term borrowings231.0—(33.9)—197.1
Dividends paid(315.1)———(315.1)
Purchases of treasury stock(1,122.7)———(1,122.7)
Principal payments of long-term debt(767.6)(20.6)(183.6)—(971.8)
Payments of debt issuance, debt extinguishment and other financing costs(5.0)—(9.1)—(14.1)
Payments of minimum tax withholdings on stock-based payment awards—(61.9)(3.0)—(64.9)
Excess tax benefits from stock-based payment awards131.4———131.4
Net cash provided by (used in) financing activities(1,208.5)(959.9)485.51,548.1(134.8)
Effect of exchange rate changes on cash and cash equivalents——(5.1)—(5.1)
Net increase in cash and cash equivalents3.61.789.0—94.3
Cash and cash equivalents, beginning of year6.03.673.5—83.1
Cash and cash equivalents, end of year$9.6$5.3$162.5$—$177.4
  1. 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 portfolio that includes higher-margin, higher-growth wine brands complemented by certain higher-end spirits brands. Amounts included in the Corporate Operations and Other segment consist of costs of executive management, corporate development, corporate finance, corporate growth and strategy, human resources, internal audit, investor relations, legal, public relations and information technology, as well as our investments in Canopy Growth Corporation and those made through our corporate venture capital function. All costs included in the Corporate Operations and Other segment are general costs that are applicable to the consolidated group and are therefore not allocated to the other reportable segments. All costs reported within the Corporate Operations and Other segment are not included in our chief operating decision maker’s 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 Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Cost of product sold
Accelerated depreciation$(8.9)$—$—
Settlements of undesignated commodity derivative contracts(8.6)2.323.4
Flow through of inventory step-up(4.9)(18.7)(20.1)
Loss on inventory write-down(3.3)(19.1)—
Net gain on undesignated commodity derivative contracts1.87.416.3
Other losses(6.0)—(2.2)
Total cost of product sold(29.9)(28.1)17.4
For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Selling, general and administrative expenses
Impairment of intangible assets(108.0)(86.8)(37.6)
Net loss on foreign currency derivative contracts associated with acquisition of investment(32.6)——
Restructuring and other strategic business development costs(17.1)(14.0)(0.9)
Deferred compensation(16.3)——
Transaction, integration and other acquisition-related costs(10.2)(8.1)(14.2)
Loss on contract termination (1)—(59.0)—
Costs associated with the Canadian Divestiture and related activities—(3.2)(20.4)
Other gains (losses) (2)10.110.5(2.6)
Total selling, general and administrative expenses(174.1)(160.6)(75.7)
Gain on sale of business——262.4
Comparable Adjustments, Operating income (loss)$(204.0)$(188.7)$204.1
(1)Represents a loss incurred in connection with the early termination of a beer glass supply contract with an affiliate of Owens-Illinois.
(2)Includes a gain of $8.5 million for the year ended February 28, 2019, in connection with the sale of certain non-core assets and a gain of $8.1 million for the year ended February 28, 2018, in connection with the reduction in estimated fair value of a contingent liability associated with a prior period acquisition.

The accounting policies of the segments are the same as those described for the Company in the Summary of Significant Accounting Policies in Note 1. Segment information is as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Beer
Net sales$5,202.1$4,660.4$4,227.3
Segment operating income$2,042.9$1,840.2$1,532.4
Long-lived tangible assets$4,050.1$3,611.6$2,810.0
Total assets$15,044.1$12,325.2$11,325.3
Capital expenditures$720.0$882.6$759.2
Depreciation and amortization$203.5$168.8$114.9
Wine and Spirits
Net sales:
Wine$2,532.5$2,556.3$2,732.7
Spirits381.4363.6361.1
Net sales$2,913.9$2,919.9$3,093.8
Segment operating income$771.2$794.1$792.4
Income from unconsolidated investments$33.4$34.4$29.2
Long-lived tangible assets$1,125.5$1,080.7$992.9
Equity method investments$79.7$80.7$77.6
Total assets$7,305.7$7,217.4$6,976.6
Capital expenditures$129.5$151.1$100.0
Depreciation and amortization$98.4$94.0$99.4
For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Corporate Operations and Other
Segment operating loss$(197.9)$(165.8)$(139.9)
Income (loss) from unconsolidated investments$(16.7)$0.2$(0.2)
Long-lived tangible assets$91.7$97.4$129.9
Equity method investments$3,385.9$40.8$21.1
Total assets$6,881.7$996.1$300.5
Capital expenditures$36.8$23.9$48.2
Depreciation and amortization$28.3$36.9$31.4
Comparable Adjustments
Operating income (loss)$(204.0)$(188.7)$204.1
Income (loss) from unconsolidated investments$2,084.9$452.6$(1.7)
Depreciation and amortization$8.9$—$2.2
Consolidated
Net sales$8,116.0$7,580.3$7,321.1
Operating income$2,412.2$2,279.8$2,389.0
Income from unconsolidated investments (1)$2,101.6$487.2$27.3
Long-lived tangible assets$5,267.3$4,789.7$3,932.8
Equity method investments$3,465.6$121.5$98.7
Total assets$29,231.5$20,538.7$18,602.4
Capital expenditures$886.3$1,057.6$907.4
Depreciation and amortization$339.1$299.7$247.9
(1)Income from unconsolidated investments consists of:For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Unrealized net gain on securities measured at fair value$1,971.2$464.3$—
Net gain on sale of unconsolidated investment99.8——
Equity in earnings from equity method investees and related activities30.634.627.3
Other (i)—(11.7)—
$2,101.6$487.2$27.3
(i)Net loss on foreign currency derivative contracts associated with November 2017 Canopy securities measured at fair value

Our principal area of operation is in the U.S. Current operations outside the U.S. are in Mexico for the Beer segment and primarily in New Zealand, Italy and Canada for the Wine and Spirits segment. Revenues are attributed to countries based on the location of the customer.

Geographic data is as follows:

For the Years Ended
February 28, 2019February 28, 2018February 28, 2017
(in millions)
Net sales
U.S.$7,894.8$7,325.4$6,797.3
Non-U.S. (primarily Canada)221.2254.9523.8
$8,116.0$7,580.3$7,321.1
February 28, 2019February 28, 2018
(in millions)
Long-lived tangible assets
U.S.$1,127.7$1,124.5
Non-U.S. (primarily Mexico)4,139.63,665.2
$5,267.3$4,789.7
  1. SUBSEQUENT EVENT:

In April 2019, we entered into a definitive agreement to sell a portion of our wine and spirits business, including approximately 30 lower-margin, lower-growth wine and spirits brands, wineries, vineyards, offices and facilities, for approximately $1.7 billion, subject to certain adjustments (the “Wine and Spirits Transaction”). The Wine and Spirits Transaction is subject to the satisfaction of certain closing conditions, including receipt of required regulatory approval, and is expected to close around the end of our first quarter of fiscal 2020. We expect to use the net cash proceeds from the Wine and Spirits Transaction primarily to reduce outstanding borrowings.

  1. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

A summary of selected quarterly financial information is as follows:

QUARTER ENDED
May 31, 2018August 31, 2018November 30, 2018February 28, 2019Full Year
(in millions, except per share data)
Fiscal 2019
Net sales$2,047.1$2,299.1$1,972.6$1,797.2$8,116.0
Gross profit$1,048.6$1,168.2$970.0$893.5$4,080.3
Net income attributable to CBI (1)$743.8$1,149.5$303.1$1,239.5$3,435.9
Net income per common share attributable to CBI (1) (2):
Basic – Class A Common Stock$3.93$6.11$1.62$6.57$18.24
Basic – Class B Convertible Common Stock$3.57$5.55$1.47$5.97$16.57
Diluted – Class A Common Stock$3.77$5.87$1.56$6.37$17.57
Diluted – Class B Convertible Common Stock$3.48$5.41$1.45$5.87$16.21
QUARTER ENDED
May 31, 2017August 31, 2017November 30, 2017February 28, 2018Full Year
(in millions, except per share data)
Fiscal 2018
Net sales$1,928.5$2,087.9$1,801.9$1,762.0$7,580.3
Gross profit$988.3$1,068.7$910.3$845.2$3,812.5
Net income attributable to CBI (1)$398.5$501.6$492.8$910.5$2,303.4
Net income per common share attributable to CBI (1) (2):
Basic – Class A Common Stock$2.07$2.59$2.55$4.76$11.96
Basic – Class B Convertible Common Stock$1.88$2.36$2.32$4.32$10.86
Diluted – Class A Common Stock$1.98$2.49$2.45$4.56$11.47
Diluted – Class B Convertible Common Stock$1.83$2.30$2.26$4.21$10.59
(1)Includes the following:QUARTER ENDED
(in millions, net of income tax effect)May 31, 2018August 31, 2018November 30, 2018February 28, 2019
Unrealized net gain (loss) on securities measured at fair value$224.1$595.1$(168.4)$911.7
Net gain (loss) on sale of unconsolidated investment$99.5$(1.6)$—$—
Impairment of intangible assets$—$—$—$(81.0)
QUARTER ENDED
May 31, 2017August 31, 2017November 30, 2017February 28, 2018
Unrealized net gain on securities measured at fair value$—$—$138.7$264.0
Net income tax benefit related to the TCJ Act$—$—$—$351.2
Impairment of intangible assets$(54.4)$—$—$—
(2)The sum of the quarterly net income per common share for Fiscal 2019 and Fiscal 2018 may not equal the total computed for the respective years as the net income per common share is computed independently for each of the quarters presented and for the full year.

Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk. · Next: Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.