Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29, 2020

				Page
Management’s Annual Report on Internal Control Over Financial Reporting				59
Reports of Independent Registered Public Accounting Firm – KPMG LLP				60
Consolidated Balance Sheets				65
Consolidated Statements of Comprehensive Income (Loss)				66
Consolidated Statements of Changes in Stockholders’ Equity				67
Consolidated Statements of Cash Flows				68
Notes to Consolidated Financial Statements
	1	.	Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies	70
	2	.	Acquisitions, Divestitures, and Business Transformation	75
	3	.	Inventories	78
	4	.	Prepaid Expenses and Other	78
	5	.	Property, Plant, and Equipment	78
	6	.	Derivative Instruments	79
	7	.	Fair Value of Financial Instruments	82
	8	.	Goodwill	88
	9	.	Intangible Assets	89
	10	.	Equity Method Investments	89
	11	.	Other Assets	93
	12	.	Other Accrued Expenses and Liabilities	93
	13	.	Borrowings	93
	14	.	Income Taxes	100
	15	.	Deferred Income Taxes and Other Liabilities	103
	16	.	Leases	104
	17	.	Commitments and Contingencies	107
	18	.	Stockholders' Equity	108
	19	.	Stock-Based Employee Compensation	110
	20	.	Net Income (Loss) Per Common Share Attributable to CBI	113
	21	.	Accumulated Other Comprehensive Income (Loss)	114
	22	.	Significant Customers and Concentration of Credit Risk	116
	23	.	Business Segment Information	116
	24	.	Subsequent Event	120
	25	.	Selected Quarterly Financial Information (unaudited)	120

Constellation Brands, Inc. FY 2020 Form 10-K	#WORTHREACHINGFOR I 58

PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

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 29, 2020.

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.

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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 29, 2020, 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 29, 2020, 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 29, 2020, and February 28, 2019, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 29, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated April 21, 2020 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.

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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 21, 2020

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

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 29, 2020 and February 28, 2019, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 29, 2020, 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 29, 2020 and February 28, 2019, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended February 29, 2020, 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 29, 2020, 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 21, 2020 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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of the accounting for the modification of Canopy warrants

As discussed in Note 10 to the consolidated financial statements, the Company modified the terms of the November 2018 Canopy warrants and certain other rights in June 2019 (the “June 2019 Warrant Modification”). The accounting impacts of the June 2019 Warrant Modification included the

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

recognition of a $1,176.0 million unrealized gain on the increase in fair value of the November 2018 Canopy warrants and a $409.0 million charge against equity in earnings (losses) from the Canopy equity method investment and related activities, among other impacts described in Note 10.

We identified the assessment of the accounting for the June 2019 Warrant Modification as a critical audit matter because interpretation and application of the relevant accounting literature requires significant auditor judgment. In particular, the accounting for the modification involved assessments of the different types of warrants, their particular features, and the impact of those features on the classification in the financial information of Canopy.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process to account for the June 2019 Warrant Modification, including controls related to the Company’s accounting considerations of the warrants features. We assessed the accounting treatment of the June 2019 Warrant Modification through:

•	evaluating the Company’s accounting memoranda and other documentation, including application of the relevant accounting guidance;

•	comparing the underlying terms of the relevant documents and agreements to the Company’s accounting memoranda; and

•	independently interpreting and applying the accounting literature to the transaction, considering alternative accounting treatments and evaluating the relative merits of the possible alternatives.

Assessment of the measurement of fair value of the New November 2018 Canopy Warrants

As discussed in Note 7 to the consolidated financial statements, the Company established policies for measuring the fair value of financial instruments, including the Canopy warrants. As of February 29, 2020, the recorded balance of the Company’s investment in the Canopy warrants was $991.5 million, of which a majority relates to the New November 2018 Canopy Warrants. The Company uses option pricing models to estimate the fair value of the Canopy warrants using various market-based inputs.

We identified the assessment of the measurement of fair value of New November 2018 Canopy Warrants as a critical audit matter. Specifically, there was a high degree of subjectivity and judgment in evaluating the determination of the expected volatility inputs used in the option pricing models for the New November 2018 Canopy Warrants. Historical, implied, and peer group volatility levels provide a range of possible expected volatility inputs and the fair value estimates for the New November 2018 Canopy Warrants are sensitive to the expected volatility inputs.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process to measure the fair value of the New November 2018 Canopy Warrants. This included controls related to the evaluation of observable market information used in the determination of the expected volatility inputs. We involved valuation professionals with specialized skills and knowledge, who assisted in:

•	evaluating the expected volatility inputs by comparing them against a volatility range that was independently developed in consideration of historical, implied, and peer group volatility information; and

•	developing an estimate of the New November 2018 Canopy Warrants’ fair value using the independently developed volatility range and comparing it to the value calculated by the Company.

Evaluation of gross unrecognized tax benefits

As discussed in Note 14 to the consolidated financial statements, the Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination. The Company has recorded gross unrecognized tax benefits, excluding associated interest, of $249.4 million as of February 29, 2020.

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

We identified the evaluation of the Company’s gross unrecognized tax benefits as a critical audit matter. Complex auditor judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s unrecognized tax benefit process, including controls related to the interpretation of tax law, its application in the liability estimation process, and the review of activity that could result in changes to the Company’s unrecognized tax benefits. Since tax law is complex and often subject to interpretations, we involved tax and valuation professionals with specialized skills and knowledge, who assisted in:

•	evaluating the Company’s interpretation of tax laws and tax authority rulings;

•	assessing transfer pricing studies for compliance with applicable laws and regulations; and

•	performing an assessment of the Company’s tax positions, including using sensitivity analysis, and comparing the results to the Company’s assessment.

/s/ KPMG LLP

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

Rochester, New York

April 21, 2020

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data)
	February 29, 2020				February 28, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	81.4			$	93.6
Accounts receivable	864.8				846.9
Inventories	1,373.6				2,130.4
Prepaid expenses and other	535.8				613.1
Assets held for sale - current	628.5				—
Total current assets	3,484.1				3,684.0
Property, plant, and equipment	5,333.0				5,267.3
Goodwill	7,757.1				8,088.8
Intangible assets	2,718.9				3,198.1
Equity method investments	3,093.9				3,465.6
Securities measured at fair value	1,117.1				3,234.7
Deferred income taxes	2,656.3				2,183.3
Assets held for sale	552.1				—
Other assets	610.7				109.7
Total assets	$	27,323.2			$	29,231.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	238.9			$	791.5
Current maturities of long-term debt	734.9				1,065.2
Accounts payable	557.6				616.7
Other accrued expenses and liabilities	780.4				690.4
Total current liabilities	2,311.8				3,163.8
Long-term debt, less current maturities	11,210.8				11,759.8
Deferred income taxes and other liabilities	1,326.3				1,470.7
Total liabilities	14,848.9				16,394.3
Commitments and contingencies (Note 17)
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, 186,090,745 shares and 185,740,178 shares, respectively	1.9				1.9
Class B Convertible Common Stock, $.01 par value – Authorized, 30,000,000 shares; Issued, 28,300,206 shares and 28,322,419 shares, respectively	0.3				0.3
Class 1 Common Stock, $.01 par value – Authorized, 25,000,000 shares; Issued, 1,692,227 shares and 1,149,624 shares, respectively	—				—
Additional paid-in capital	1,514.6				1,410.8
Retained earnings	13,695.3				14,276.2
Accumulated other comprehensive income (loss)	(266.3		)		(353.9		)
	14,945.8				15,335.3
Less: Treasury stock –
Class A Common Stock, at cost, 18,256,826 shares and 18,927,966 shares, respectively	(2,811.8		)		(2,782.1		)
Class B Convertible Common Stock, at cost, 5,005,800 shares	(2.2		)		(2.2		)
	(2,814.0		)		(2,784.3		)
Total CBI stockholders’ equity	12,131.8				12,551.0
Noncontrolling interests	342.5				286.2
Total stockholders’ equity	12,474.3				12,837.2
Total liabilities and stockholders’ equity	$	27,323.2			$	29,231.5

The accompanying notes are an integral part of these statements.

Constellation Brands, Inc. FY 2020 Form 10-K	#WORTHREACHINGFOR I 65

PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions, except per share data)
	For the Years Ended
	February 29, 2020				February 28, 2019				February 28, 2018
Sales	$	9,113.0			$	8,884.3			$	8,322.1
Excise taxes	(769.5		)		(768.3		)		(741.8		)
Net sales	8,343.5				8,116.0				7,580.3
Cost of product sold	(4,191.6		)		(4,035.7		)		(3,767.8		)
Gross profit	4,151.9				4,080.3				3,812.5
Selling, general, and administrative expenses	(1,621.8		)		(1,668.1		)		(1,532.7		)
Impairment of assets held for sale	(449.7		)		—				—
Gain (loss) on sale of business	74.1				—				—
Operating income (loss)	2,154.5				2,412.2				2,279.8
Income (loss) from unconsolidated investments	(2,668.6		)		2,101.6				487.2
Interest expense	(428.7		)		(367.1		)		(332.0		)
Loss on extinguishment of debt	(2.4		)		(1.7		)		(97.0		)
Income (loss) before income taxes	(945.2		)		4,145.0				2,338.0
(Provision for) benefit from income taxes	966.6				(685.9		)		(22.7		)
Net income (loss)	21.4				3,459.1				2,315.3
Net income (loss) attributable to noncontrolling interests	(33.2		)		(23.2		)		(11.9		)
Net income (loss) attributable to CBI	$	(11.8	)		$	3,435.9			$	2,303.4
Net income (loss) per common share attributable to CBI:
Basic – Class A Common Stock	$	(0.07	)		$	18.24			$	11.96
Basic – Class B Convertible Common Stock	$	(0.07	)		$	16.57			$	10.86
Diluted – Class A Common Stock	$	(0.07	)		$	17.57			$	11.47
Diluted – Class B Convertible Common Stock	$	(0.07	)		$	16.21			$	10.59
Weighted average common shares outstanding:
Basic – Class A Common Stock	168.329				167.249				171.457
Basic – Class B Convertible Common Stock	23.313				23.321				23.336
Diluted – Class A Common Stock	168.329				195.532				200.745
Diluted – Class B Convertible Common Stock	23.313				23.321				23.336
Cash dividends declared per common share:
Class A Common Stock	$	3.00			$	2.96			$	2.08
Class B Convertible Common Stock	$	2.72			$	2.68			$	1.88

Comprehensive income (loss):
Net income (loss)	$	21.4			$	3,459.1			$	2,315.3
Other comprehensive income (loss), net of income tax effect:
Foreign currency translation adjustments	60.8				(196.8		)		153.8
Unrealized gain (loss) on cash flow hedges	40.4				11.4				55.5
Unrealized gain (loss) on available-for-sale debt securities	—				2.5				(0.2		)
Pension/postretirement adjustments	(0.6		)		0.5				(1.1		)
Share of other comprehensive income (loss) of equity method investments	(10.1		)		29.6				—
Other comprehensive income (loss), net of income tax effect	90.5				(152.8		)		208.0
Comprehensive income (loss)	111.9				3,306.3				2,523.3
Comprehensive (income) loss attributable to noncontrolling interests	(36.1		)		(21.4		)		(23.0		)
Comprehensive income (loss) attributable to CBI	$	75.8			$	3,284.9			$	2,500.3

The accompanying notes are an integral part of these statements.

Constellation Brands, Inc. FY 2020 Form 10-K	#WORTHREACHINGFOR I 66

PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in millions)
	Common Stock								Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Income (Loss)				Treasury Stock				Non-controlling Interests				Total
	Class A				Class B
Balance at February 28, 2017	$	2.6			$	0.3			$	2,755.8			$	7,254.5			$	(399.8	)		$	(2,777.7	)		$	(6.4	)		$	6,829.3
Comprehensive income (loss):
Net income (loss)	—				—				—				2,303.4				—				—				11.9				2,315.3
Other comprehensive income (loss), net of income tax effect	—				—				—				—				196.9				—				11.1				208.0
Comprehensive income (loss)																													2,523.3
Repurchase of shares	—				—				—				—				—				(1,038.5		)		—				(1,038.5		)
Dividends declared	—				—				—				(400.7		)		—				—				—				(400.7		)
Shares issued under equity compensation plans	—				—				8.3				—				—				8.8				—				17.1
Stock-based compensation	—				—				61.2				—				—				—				—				61.2
Balance at February 28, 2018	2.6				0.3				2,825.3				9,157.2				(202.9		)		(3,807.4		)		16.6				7,991.7
Cumulative effect of change in accounting principle	—				—				—				2,242.0				—				—				—				2,242.0
Comprehensive income (loss):
Net income (loss)	—				—				—				3,435.9				—				—				23.2				3,459.1
Other comprehensive income (loss), net of income tax effect	—				—				—				—				(151.0		)		—				(1.8		)		(152.8		)
Comprehensive income (loss)																													3,306.3
Retirement of treasury shares	(0.7		)		—				(1,522.3		)		—				—				1,523.0				—				—
Repurchase of shares	—				—				—				—				—				(504.3		)		—				(504.3		)
Dividends declared	—				—				—				(558.9		)		—				—				—				(558.9		)
Conversion of long-term debt to noncontrolling equity interests	—				—				—				—				—				—				248.2				248.2
Shares issued under equity compensation plans	—				—				45.2				—				—				4.4				—				49.6
Stock-based compensation	—				—				62.6				—				—				—				—				62.6
Balance at February 28, 2019	1.9				0.3				1,410.8				14,276.2				(353.9		)		(2,784.3		)		286.2				12,837.2
Comprehensive income (loss):
Net income (loss)	—				—				—				(11.8		)		—				—				33.2				21.4
Other comprehensive income (loss), net of income tax effect	—				—				—				—				87.6				—				2.9				90.5
Comprehensive income (loss)																													111.9
Repurchase of shares	—				—				—				—				—				(50.0		)		—				(50.0		)
Dividends declared	—				—				—				(569.1		)		—				—				—				(569.1		)
Initial recognition of non-controlling interest	—				—				—				—				—				—				20.2				20.2
Shares issued under equity compensation plans	—				—				43.8				—				—				20.3				—				64.1
Stock-based compensation	—				—				60.0				—				—				—				—				60.0
Balance at February 29, 2020	$	1.9			$	0.3			$	1,514.6			$	13,695.3			$	(266.3	)		$	(2,814.0	)		$	342.5			$	12,474.3

The accompanying notes are an integral part of these statements.

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)
	For the Years Ended
	February 29, 2020				February 28, 2019				February 28, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	21.4			$	3,459.1			$	2,315.3
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unrealized net (gain) loss on securities measured at fair value	2,126.4				(1,971.2		)		(464.3		)
Deferred tax provision (benefit)	(1,153.7		)		426.9				113.8
Depreciation	326.5				333.1				293.8
Stock-based compensation	60.4				64.1				60.9
Equity in (earnings) losses of equity method investees and related activities, net of distributed earnings	560.8				13.5				(3.6		)
Noncash lease expense	88.3				—				—
Impairment and amortization of intangible assets	16.7				114.0				92.7
Amortization of debt issuance costs and loss on extinguishment of debt	16.1				29.4				108.7
Net (gain) loss on sale of unconsolidated investment	(0.4		)		(99.8		)		—
Impairment of assets held for sale	449.7				—				—
(Gain) loss on sale of business	(74.1		)		—				—
Loss on inventory and related contracts	123.0				—				59.0
Net income tax benefit related to the Tax Cuts and Jobs Act	—				(37.6		)		(351.2		)
Change in operating assets and liabilities, net of effects from purchases of businesses:
Accounts receivable	(22.0		)		(71.9		)		(34.1		)
Inventories	(29.5		)		(61.9		)		(123.8		)
Prepaid expenses and other current assets	8.1				(103.0		)		(111.5		)
Accounts payable	16.8				21.4				12.8
Other accrued expenses and liabilities	(58.5		)		(22.1		)		(66.8		)
Other	75.1				152.3				29.7
Total adjustments	2,529.7				(1,212.8		)		(383.9		)
Net cash provided by (used in) operating activities	2,551.1				2,246.3				1,931.4
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant, and equipment	(726.5		)		(886.3		)		(1,057.6		)
Purchases of businesses, net of cash acquired	(36.2		)		(45.6		)		(150.1		)
Investments in equity method investees and securities	(48.2		)		(4,081.5		)		(210.9		)
Proceeds from sales of assets	8.3				72.3				5.9
Proceeds from sale of unconsolidated investment	1.5				110.2				—
Proceeds from sale of business	269.7				—				(5.0		)
Other investing activities	0.4				(0.9		)		(5.4		)
Net cash provided by (used in) investing activities	(531.0		)		(4,831.8		)		(1,423.1		)

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CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions)
	For the Years Ended
	February 29, 2020				February 28, 2019				February 28, 2018
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	1,291.3				3,657.6				7,933.4
Principal payments of long-term debt	(2,195.3		)		(62.8		)		(7,128.7		)
Net proceeds from (repayments of) short-term borrowings	(552.6		)		45.5				137.2
Dividends paid	(569.2		)		(557.7		)		(400.1		)
Purchases of treasury stock	(50.0		)		(504.3		)		(1,038.5		)
Proceeds from shares issued under equity compensation plans	78.2				63.2				49.4
Payments of minimum tax withholdings on stock-based payment awards	(14.3		)		(13.6		)		(31.7		)
Payments of debt issuance, debt extinguishment, and other financing costs	(8.2		)		(34.6		)		(122.2		)
Payment of contingent consideration	(11.3		)		—				—
Net cash provided by (used in) financing activities	(2,031.4		)		2,593.3				(601.2		)
Effect of exchange rate changes on cash and cash equivalents	(0.9		)		(4.5		)		5.8
Net increase (decrease) in cash and cash equivalents	(12.2		)		3.3				(87.1		)
Cash and cash equivalents, beginning of year	93.6				90.3				177.4
Cash and cash equivalents, end of year	$	81.4			$	93.6			$	90.3
SUPPLEMENTAL DISCLSOURES OF CASH FLOW INFORMATION
Cash paid during the year
Interest, net of interest capitalized	$	448.9			$	324.8			$	322.2
Income taxes, net of refunds received	$	85.3			$	186.2			$	238.6
Noncash investing and financing activities
Additions to property, plant, and equipment	$	70.4			$	141.7			$	170.0
Conversion of long-term debt to noncontrolling equity interest	$	—			$	248.2			$	—

The accompanying notes are an integral part of these statements.

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CONSTELLATION BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 29, 2020

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

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. We have elected to treat shipping as a fulfillment activity. 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.

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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 23 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 29, 2020, February 28, 2019, and February 28, 2018, was $769.5 million, $700.8 million, and $615.7 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.

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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 Notes 6 and 7). We present our derivative positions gross on our balance sheets.

The change in the fair value of outstanding cash flow hedges is deferred in stockholders’ equity as a component of AOCI. 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 (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

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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.

Interest incurred relating to expansion, construction, and optimization of facilities is capitalized to construction in progress. We cease the capitalization of interest when construction activities are substantially completed and the facility and related assets are available for their intended use. At this point, construction in progress is transferred to the appropriate asset class.

Depreciation

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

	Years
Land improvements	15 to 32
Vineyards	16 to 26
Buildings and improvements	10 to 50
Machinery and equipment	3 to 35
Motor vehicles	3 to 8

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 17).

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. Certain income earned by foreign subsidiaries (“GILTI”) is subject to U.S. tax. We treat the tax effect of GILTI as a current period tax expense when incurred. We provide deferred income taxes, consisting primarily of foreign withholding and state taxes, on all applicable unremitted earnings of our foreign subsidiaries. Interest and penalties are recognized as a component of (provision for) benefit from income taxes.

Net income (loss) 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 18). In addition, we have another class of common stock with an immaterial number of shares outstanding: Class 1 Common Stock (see Note 18). 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.

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We use the two-class method for the computation and presentation of net income (loss) per common share attributable to CBI (hereafter referred to as “net income (loss) per common share”) (see Note 20). The two-class method is an earnings allocation formula that calculates basic and diluted net income (loss) 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 (losses) than Class B Convertible Common Stock, in accordance with the respective minimum dividend rights of each class of stock.

Net income (loss) per common share – basic excludes the effect of common stock equivalents and is computed using the two-class method. Net income (loss) 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 (loss) 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 (loss) 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 (loss) 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 19). 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

Leases

In February 2016, the FASB issued guidance for the accounting for leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous 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, accordingly, prior period balances and disclosures have not been restated. We elected the package of transition practical expedients for expired or existing contracts, which retains prior conclusions reached on lease identification, classification, and initial direct costs incurred.

We finalized the implementation of changes to our accounting policies, systems and controls, including a new leasing software to capture the required data for accounting and disclosure. The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $585.4 million and operating lease liabilities of $619.7 million as of March 1, 2019, and did not have a material impact on our results of operations or liquidity.

For additional information on leases, refer to Note 16.

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2**. ACQUISITIONS, DIVESTITURES, AND BUSINESS TRANSFORMATION**

Acquisitions

Nelson’s Green Brier

In May 2019, we increased our ownership interest in Nelson’s Green Brier Distillery, LLC (“Nelson’s Green Brier”) to 75%, resulting in consolidation of the business and recognition of a 25% noncontrolling interest. This acquisition included a portfolio of award-winning, Tennessee-based craft bourbon and whiskey products. The preliminary fair value of the business combination was allocated primarily to goodwill, trademarks, inventory, and property, plant, and equipment. The results of operations of Nelson’s Green Brier are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.

We recognized a gain of $11.8 million for the year ended February 29, 2020, related to the remeasurement of our previously held 20% equity interest in Nelson’s Green Brier to the acquisition-date fair value. This gain is included in selling, general, and administrative expenses within our consolidated results of operations.

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. 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

Black Velvet Divestiture

On November 1, 2019, we sold the Black Velvet Canadian Whisky business and the brand’s associated production facility, along with a subset of Canadian whisky brands produced at that facility, and related inventory at a transaction value of $266.3 million (the “Black Velvet Divestiture”). We received cash proceeds of $269.7 million, subject to estimated working capital adjustments. The cash proceeds were utilized to partially repay the 2.00% November 2017 Senior Notes (as defined in Note 13). The following table summarizes the net gain recognized in connection with this divestiture:

(in millions)
Cash received from buyer	$	269.7
Net assets sold	(213.3		)
AOCI reclassification adjustments, primarily foreign currency translation	20.9
Direct costs to sell	(3.2		)
Gain on sale of business	$	74.1

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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. We received cash proceeds, net of direct costs to sell, of $111.7 million. This interest consisted of an investment accounted for under the cost method and available-for-sale (“AFS”) debt securities. We recognized net gains of $0.4 million and $99.8 million in connection with this transaction for the years ended February 29, 2020, and February 28,2019, respectively. These net gains are included in income (loss) from unconsolidated investments.

Business transformation

We have committed to a business transformation strategy which aligns our portfolio with consumer-led premiumization trends and growing segments of the Wine and Spirits and Beer markets.

Wine and Spirits Transaction

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 (the “Wine and Spirits Transaction”).

New Wine and Spirits Transactions

In December 2019, we agreed to revise and supersede the Wine and Spirits Transaction. The revisions to the transaction address competitive concerns raised by the U.S. Federal Trade Commission (the “FTC”) specifically related to the sparkling wine, brandy, dessert wine, and concentrate categories. As a result, the brands Cook’s California Champagne, J. Roget American Champagne, Paul Masson Grande Amber Brandy, and our concentrate business will be excluded from the transaction resulting in an adjusted transaction price of approximately $843 million, with the potential to earn an incremental $250 million of contingent consideration if certain brand performance provisions are met over a two-year period after closing (the “Revised Wine and Spirits Transaction”). The Revised Wine and Spirits Transaction is expected to close around the end of first quarter of fiscal 2021, and is subject to required regulatory clearances and governmental review and approval. Additionally, in a separate, but related, transaction, we agreed that upon execution and delivery of a definitive agreement for the Revised Wine and Spirits Transaction, we would enter into an agreement to sell the New Zealand-based Nobilo Wine brand and certain related assets for $130 million (the “Nobilo Wine Transaction”). The Nobilo Wine Transaction is expected to close by the end of second quarter of fiscal 2021 and is subject to FTC and New Zealand regulatory review and approval. Completion of the Nobilo Transaction is also conditioned on completion of the Revised Wine and Spirits Transaction. We expect to use the net cash proceeds from the Revised Wine and Spirits Transaction and the Nobilo Wine Transaction (collectively, the “New Wine and Spirits Transactions”) primarily to reduce outstanding borrowings.

We have communicated our intent to retain the brands Cook’s California Champagne and J. Roget American Champagne contemplated under the Wine and Spirits Transaction and the FTC is currently reviewing our business plans to support these brands in the future.

Other Wine and Spirits Transactions

We are pursuing other opportunities to divest the Paul Masson Grande Amber Brandy brand and concentrate business excluded from the Revised Wine and Spirits Transaction to companies with more aligned business strategies (the “Other Wine and Spirits Transactions”).

Ballast Point Transaction

In December 2019, we entered into a definitive agreement to sell our Ballast Point craft beer business, including a number of its associated production facilities and brewpubs, (the “Ballast Point Transaction”). See “Subsequent Event - Divestiture” below.

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Assets held for sale

In contemplation of the transactions noted above, certain net assets have met the held for sale criteria as of February 29, 2020. For the year ended February 29, 2020, long-lived asset impairments of $449.7 million were recognized. For additional information refer to Note 7.

The carrying value of assets held for sale consists of the following:

	February 29, 2020
	Beer				Wine and Spirits				Consolidated
(in millions)
Assets
Accounts receivable	$	2.4			$	—			$	2.4
Inventories	13.7				576.9				590.6
Prepaid expenses and other	2.8				32.7				35.5
Assets held for sale - current	18.9				609.6				628.5
Property, plant, and equipment	55.9				172.6				228.5
Goodwill	4.7				304.3				309.0
Intangible assets	28.2				384.0				412.2
Equity method investments	—				1.0				1.0
Other assets	24.8				26.3				51.1
Less: Reserve for assets held for sale	(42.7		)		(407.0		)		(449.7		)
Assets held for sale	70.9				481.2				552.1
Liabilities
Other accrued expenses and liabilities	11.2				18.4				29.6
Deferred income taxes and other liabilities	33.3				—				33.3
Liabilities held for sale (1)	44.5				18.4				62.9
Net assets held for sale	$	45.3			$	1,072.4			$	1,117.7

(1)	Liabilities held for sale are included in the Consolidated Balance Sheet as of February 29, 2020, within the respective liability line items noted above.

Wine and spirits optimization

We recognized charges in connection with our ongoing efforts to gain efficiencies and reduce our cost structure within the Wine and Spirits segment as follows:

	Results of Operations Location		For the Year Ended February 29, 2020
(in millions)
Loss on inventory write-downs	Cost of product sold		$	102.9
Contract termination costs	Cost of product sold		20.1
Employee termination costs	Selling, general, and administrative expenses		12.5
Other costs	Selling, general, and administrative expenses		8.4
Impairment of long-lived assets	Impairment of assets held for sale		407.0
			$	550.9

Subsequent event

Divestiture

In March 2020, we sold the Ballast Point craft beer business. The net cash proceeds from the Ballast Point Transaction were primarily utilized to reduce outstanding borrowings.

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3**. INVENTORIES**

The components of inventories are as follows:

	February 29, 2020 (1)				February 28, 2019
(in millions)
Raw materials and supplies	$	171.7			$	182.6
In-process inventories	814.7				1,480.5
Finished case goods	387.2				467.3
	$	1,373.6			$	2,130.4

(1)	The inventories balance at February 29, 2020, excludes amounts reclassified to assets held for sale.

4**. PREPAID EXPENSES AND OTHER**

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

	February 29, 2020 (1)				February 28, 2019
(in millions)
Value added taxes receivable	$	315.2			$	315.8
Derivative assets	57.3				22.2
Prepaid excise and sales taxes	38.8				48.1
Income taxes receivable	35.2				105.2
Other	89.3				121.8
	$	535.8			$	613.1

(1)	The prepaid expenses and other balance at February 29, 2020, excludes amounts reclassified to assets held for sale.

5**. PROPERTY, PLANT, AND EQUIPMENT**

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

	February 29, 2020 (1)				February 28, 2019
(in millions)
Land and land improvements	$	440.2			$	456.7
Vineyards	215.8				221.3
Buildings and improvements	975.1				1,067.3
Machinery and equipment	3,627.9				3,931.1
Motor vehicles	109.5				81.8
Construction in progress (2)	1,422.7				1,214.3
	6,791.2				6,972.5
Less – Accumulated depreciation	(1,458.2		)		(1,705.2		)
	$	5,333.0			$	5,267.3

(1)	The property, plant, and equipment balance at February 29, 2020, excludes amounts reclassified to assets held for sale.

(2)	Interest costs incurred during the expansion, construction, and optimization of facilities are capitalized to construction in progress. We capitalized interest costs of $37.2 million, $23.1 million, and $17.4 million for the years ended February 29, 2020, February 28, 2019, and February 28, 2018, respectively, primarily due to the Mexico Beer Expansion Projects.

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Subsequent event

Mexicali Brewery

In fiscal 2017, we began construction of a new, state-of-the-art brewery located in Mexicali, Baja California, Mexico (the “Mexicali Brewery”). In March 2020, a public consultation was held on the construction of the Mexicali Brewery. We have initiated early stage discussions with government officials in Mexico regarding next steps for our brewery construction project and options elsewhere in the country following the result of the public consultation. These discussions have been positive and we will continue working with government officials to mutually agree upon a path forward. In the medium-term, we have ample capacity, based on current growth forecasts and production capabilities at the Nava and Obregon breweries, to meet consumer needs. As of February 29, 2020, we recognized approximately $700 million of capital expenditures for construction in progress and had an additional $275 million of committed costs, a portion of which are included in purchase commitments as they have a remaining contract term greater than one year (see Note 17).

6**. 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 and other rights which provide us with the option to purchase an additional ownership interest in the equity securities of Canopy (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 29, 2020				February 28, 2019
(in millions)
Derivative instruments designated as hedging instruments
Foreign currency contracts	$	1,831.0			$	1,579.3
Interest rate swap contracts	$	375.0			$	—
Treasury lock contracts	$	300.0			$	—
Derivative instruments not designated as hedging instruments
Foreign currency contracts	$	1,180.2			$	460.3
Commodity derivative contracts	$	282.8			$	284.7

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

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to hedge certain of these risks. In addition, we utilize interest rate swap and treasury lock 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 (losses) 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 $39.5 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 29, 2020, the estimated fair value of derivative instruments in a net liability

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position due to counterparties was $19.4 million. If we were required to settle the net liability position under these derivative instruments on February 29, 2020, 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):

Assets									Liabilities
	February 29, 2020				February 28, 2019					February 29, 2020				February 28, 2019
(in millions)
Derivative instruments designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other	$	47.8			$	14.1			Other accrued expenses and liabilities	$	13.0			$	8.8
Other assets	$	39.5			$	22.1			Deferred income taxes and other liabilities	$	7.1			$	6.3
Interest rate swap contracts:
Prepaid expenses and other	$	—			$	—			Other accrued expenses and liabilities	$	0.8			$	—
Treasury lock contracts:
Prepaid expenses and other	$	—			$	—			Other accrued expenses and liabilities	$	7.6			$	—
Derivative instruments not designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other	$	9.0			$	2.0			Other accrued expenses and liabilities	$	14.3			$	0.6
Commodity derivative contracts:
Prepaid expenses and other	$	0.5			$	6.1			Other accrued expenses and liabilities	$	25.4			$	6.1
Other assets	$	0.1			$	2.6			Deferred income taxes and other liabilities	$	15.5			$	5.5

The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as Other Comprehensive Income (Loss) (“OCI”), net of income tax effect, is as follows:

Derivative Instruments in Designated Cash Flow Hedging Relationships		Net Gain (Loss) Recognized in OCI				Location of Net Gain (Loss) Reclassified from AOCI to Income (Loss)		Net Gain (Loss) Reclassified from AOCI to Income (Loss)
(in millions)
For the Year Ended February 29, 2020
Foreign currency contracts		$	66.8			Sales		$	—
						Cost of product sold		20.2
Interest rate swap contracts		(0.5		)		Interest expense		—
Treasury lock contracts		(5.7		)		Interest expense		—
		$	60.6					$	20.2

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Derivative Instruments in Designated Cash Flow Hedging Relationships		Net Gain (Loss) Recognized in OCI				Location of Net Gain (Loss) Reclassified from AOCI to Income (Loss)		Net Gain (Loss) Reclassified from AOCI to Income (Loss)
(in millions)
For the Year Ended February 28, 2019
Foreign currency contracts		$	15.9			Sales		$	0.4
						Cost of product sold		4.1
		$	15.9					$	4.5
For the Year Ended February 28, 2018
Foreign currency contracts		$	61.4			Sales		$	(1.4	)
						Cost of product sold		1.3
Interest rate swap contracts		(1.5		)		Interest expense		2.2
		$	59.9					$	2.1

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

Derivative Instruments Not Designated as Hedging Instruments				Location of Net Gain (Loss) Recognized in Income (Loss)		Net Gain (Loss) Recognized in Income (Loss)
(in millions)
For the Year Ended February 29, 2020
Commodity derivative contracts				Cost of product sold		$	(49.0	)
Foreign currency contracts				Selling, general, and administrative expenses		(7.8		)
						$	(56.8	)
For the Year Ended February 28, 2019
Commodity derivative contracts				Cost of product sold		$	1.8
Foreign currency contracts				Selling, general, and administrative expenses		(60.8		)
Interest rate swap contracts				Interest expense		35.0
						$	(24.0	)
For the Year Ended February 28, 2018
Commodity derivative contracts				Cost of product sold		$	7.5
Foreign currency contracts				Selling, general, and administrative expenses		6.0
						$	13.5

7**. 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 volatility, interest

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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, entered into valuation models. These valuation models require various inputs, including contractual terms, market foreign exchange prices, market commodity prices, interest-rate yield curves, and currency volatilities, as applicable (Level 2 fair value measurement).

Interest rate swap and treasury lock contracts

The fair value is estimated based on quoted market prices from respective counterparties. Quotes are corroborated by using discounted cash flow calculations based upon forward interest-rate yield curves, which are obtained from independent pricing services (Level 2 fair value measurement).

Canopy investments

Equity securities, Warrants – The terms of the November 2018 Canopy Warrants were modified in June 2019 and now consist of three tranches of warrants: New Tranche A Warrants, New Tranche B Warrants, and New Tranche C Warrants. The exercise price for the New Tranche C Warrants is based on the volume-weighted average of the closing market price of Canopy’s common shares on the Toronto Stock Exchange (“TSX”) for the five trading days immediately preceding the exercise date (“VWAP Exercise Price”), accordingly, no fair value is assigned. For additional information on the November 2018 Canopy Warrants and the related modification, refer to Note 10.

The inputs used to estimate the fair value of the Canopy warrants (all as defined in Note 10) are as follows:

	February 29, 2020 (1)												February 28, 2019
	New Tranche A Warrants (2)				New Tranche B Warrants (3)				November 2017 Canopy Warrants (2)				November 2018 Canopy Warrants (2)				November 2017 Canopy Warrants (2)
Exercise price (4)	C$	50.40			C$	76.68			C$	12.98			C$	50.40			C$	12.98
Valuation date stock price (5)	C$	25.17			C$	25.17			C$	25.17			C$	62.38			C$	62.38
Remaining contractual term (6)	3.7 years				6.7 years				0.2 years				2.7 years				1.2 years
Expected volatility (7)	70.0		%		70.0		%		105.3		%		79.3		%		87.8		%
Risk-free interest rate (8)	1.1		%		1.1		%		1.5		%		1.8		%		1.8		%
Expected dividend yield (9)	0.0		%		0.0		%		0.0		%		0.0		%		0.0		%

(1)	New Tranche C Warrants are not included in the table as there is no fair value assigned.

(2)	The fair value is estimated using the Black-Scholes option-pricing model (Level 2 fair value measurement).

(3)	The fair value is estimated using Monte Carlo simulations (Level 2 fair value measurement).

(4)	Based on the exercise price from the applicable underlying agreements.

(5)	Based on the closing market price for Canopy common stock on the TSX as of the applicable date.

(6)	Based on the expiration date of the warrants.

(7)	Based on consideration of historical and/or implied volatility levels of the underlying equity security and limited consideration of historical peer group volatility levels.

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(8)	Based on the implied yield currently available on Canadian Treasury zero coupon issues with a remaining term equal to the expiration date of the warrants.

(9)	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.

The inputs used to estimate the fair value of the Canopy Debt Securities are as follows:

	February 29, 2020				February 28, 2019
Conversion price (1)	C$	48.17			C$	48.17
Valuation date stock price (2)	C$	25.17			C$	62.38
Remaining term (3)	3.4 years				4.4 years
Expected volatility (4)	58.2		%		45.9		%
Risk-free interest rate (5)	1.1		%		1.8		%
Expected dividend yield (6)	0.0		%		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 the closing market price for Canopy common stock on the TSX as of the applicable date.

(3)	Based on the contractual maturity date of the notes.

(4)	Based on historical volatility levels of the underlying equity security reduced to account for certain risks not incorporated into the option-pricing model.

(5)	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.

(6)	Based on historical dividend levels.

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 Term Credit Agreement and 2019 Term Credit Agreement (both as defined in Note 13) are variable interest rate bearing notes which include a fixed margin which is adjustable based upon our debt rating. The senior floating rate notes 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

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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 29, 2020, and February 28, 2019, due to the relatively short maturity of these instruments. As of February 29, 2020, the carrying amount of long-term debt, including the current portion, was $11,945.7 million, compared with an estimated fair value of $12,935.9 million. 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.

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 29, 2020
Assets:
Foreign currency contracts	$	—			$	96.3			$	—			$	96.3
Commodity derivative contracts	$	—			$	0.6			$	—			$	0.6
Equity securities (1)	$	—			$	991.5			$	—			$	991.5
Canopy Debt Securities (1)	$	—			$	125.6			$	—			$	125.6
Liabilities:
Foreign currency contracts	$	—			$	34.4			$	—			$	34.4
Commodity derivative contracts	$	—			$	40.9			$	—			$	40.9
Interest rate swap contracts	$	—			$	0.8			$	—			$	0.8
Treasury lock contracts	$	—			$	7.6			$	—			$	7.6
February 28, 2019
Assets:
Foreign currency contracts	$	—			$	38.2			$	—			$	38.2
Commodity derivative contracts	$	—			$	8.7			$	—			$	8.7
Equity securities (1)	$	—			$	3,023.2			$	—			$	3,023.2
Canopy Debt Securities (1)	$	—			$	211.5			$	—			$	211.5
Liabilities:
Foreign currency contracts	$	—			$	15.7			$	—			$	15.7
Commodity derivative contracts	$	—			$	11.6			$	—			$	11.6

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(1)	Unrealized net gain (loss) from the changes in fair value of our securities measured at fair value recognized in income (loss) from unconsolidated investments, are as follows:
			February 29, 2020				February 28, 2019
	(in millions)
	November 2017 Canopy Investment (i)		$	—			$	292.5
	November 2017 Canopy Warrants		(543.7		)		465.5
	November 2018 Canopy Warrants (ii)		(1,488.1		)		1,157.7
	Canopy Debt Securities		(94.6		)		55.5
			$	(2,126.4	)		$	1,971.2
	(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. For additional information on the November 2017 Canopy Investment, refer to Note 10.
	(ii)	The terms of the November 2018 Canopy Warrants were modified in June 2019. For additional information on the November 2018 Canopy Warrants and the related modification, refer to Note 10. For the year ended February 29, 2020, amounts are net of a $1,176.0 million unrealized gain resulting from the June 2019 Warrant Modification.

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:

	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 29, 2020
Long-lived assets held for sale	$	—			$	—			$	949.3			$	449.7
Trademarks (1)	—				—				—				11.0
	$	—			$	—			$	949.3			$	460.7
For the Year Ended February 28, 2019
Trademarks	$	—			$	—			$	28.0			$	108.0
For the Year Ended February 28, 2018
Trademarks	$	—			$	—			$	136.0			$	86.8

(1)	The balance at February 29, 2020, has been reclassified to assets held for sale (see “Trademarks” below for further discussion).

Long-lived assets held for sale

For the second quarter of fiscal 2020, in connection with the Wine and Spirits Transaction, long-lived assets held for sale were written down to their estimated fair value, less costs to sell, resulting in a loss of $27.0 million. For the third quarter and fourth quarter of fiscal 2020, in connection with the New Wine and Spirits Transactions, additional losses of $340.0 million and $20.0 million were recognized, respectively. Additionally, in the fourth quarter of fiscal 2020, in connection with the Other Wine and Spirits Transactions, long-lived assets held for sale were written down to their estimated fair value, less costs to sell, resulting in a loss of $20.0 million. Of the total Wine and Spirits segment long-lived assets held for sale with a carrying value of $1,479.4 million, $1,291.2 million were written down to their current estimated fair value of $908.2 million, less costs to sell, resulting in a total loss of $407.0 million for the year ended February 29, 2020. This loss is included in impairment of assets held for sale. These assets consisted primarily of goodwill, intangible assets, and certain winery and vineyard assets which had satisfied the conditions necessary to be classified as held for sale. Our estimate of fair value was

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determined based on the expected proceeds from the New Wine and Spirits Transactions and Other Wine and Spirits Transactions, excluding the contingent consideration, which we will recognize when it is determined to be realizable.

For the third quarter of fiscal 2020, in connection with the Ballast Point Transaction, long-lived assets held for sale were written down to their estimated fair value, less costs to sell, resulting in a loss of $50.0 million. Subsequently, for the fourth quarter of fiscal 2020, a reduction to the loss on long-lived assets held for sale of $7.3 million was recognized. The long-lived assets held for sale with a carrying value of $77.8 million were written down to their estimated fair value of $41.1 million, less costs to sell. As a result, a loss of $42.7 million, inclusive of costs to sell and other losses is included in impairment of assets held for sale for the year ended February 29, 2020. These assets consisted primarily of intangible assets and certain production and warehouse assets which had satisfied the conditions necessary to be classified as held for sale. Our estimate of fair value was determined based on the expected proceeds from the Ballast Point Transaction. The Ballast Point craft beer portfolio is a component of the Beer segment and was included in our beer reporting unit. Accordingly, goodwill was allocated to the Ballast Point craft beer portfolio assets held for sale based on the relative fair value of the business being sold compared to the relative fair value of the reporting unit. Goodwill not allocated to assets held for sale remains in the beer reporting unit.

Trademarks

For the second quarter of fiscal 2020, certain continuing negative trends within our Beer segment’s Ballast Point craft beer portfolio, including increased rate of revenue decline and increased competition, indicated that it was more likely than not that the fair value of our indefinite-lived intangible asset associated with the Ballast Point craft beer trademarks might be below its carrying value. Accordingly, we performed a quantitative assessment for impairment. As a result of this assessment, the Ballast Point craft beer trademark asset with a carrying value of $28.0 million was written down to its estimated fair value of $17.0 million, resulting in an impairment of $11.0 million. This impairment is included in selling, general, and administrative expenses for the year ended February 29, 2020. The Ballast Point craft beer trademarks have been reclassified to assets held for sale as of February 29, 2020.

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. 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

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$222.8 million was written down to its estimated fair value of $136.0 million, resulting in an impairment of $86.8 million.

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.

8**. GOODWILL**

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

	Beer				Wine and Spirits				Consolidated
(in millions)
Balance, February 28, 2018	$	5,157.6			$	2,925.5			$	8,083.1
Purchase accounting allocations (1)	22.3				2.7				25.0
Foreign currency translation adjustments	(12.0		)		(7.3		)		(19.3		)
Balance, February 28, 2019	5,167.9				2,920.9				8,088.8
Purchase accounting allocations (2)	—				58.8				58.8
Black Velvet Divestiture	—				(72.2		)		(72.2		)
Foreign currency translation adjustments	0.2				(9.5		)		(9.3		)
Reclassified to assets held for sale (3)	(4.7		)		(304.3		)		(309.0		)
Balance, February 29, 2020	$	5,163.4			$	2,593.7			$	7,757.1

(1)	Purchase accounting allocations associated primarily with the acquisition of Four Corners (Beer).

(2)	Preliminary purchase accounting allocations associated primarily with the acquisition of Nelson’s Green Brier (Wine and Spirits).

(3)

Primarily in connection with the New Wine and Spirits Transactions, goodwill associated with the businesses being sold was reclassified to assets held for sale based on the relative fair values of the portion of the business being sold and the remaining wine and spirits and beer portfolios. The relative fair values were determined using the income approach based on assumptions, including projected revenue growth rates, terminal growth rate, and discount rate and other projected financial information.

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9**. INTANGIBLE ASSETS**

The major components of intangible assets are as follows:

	February 29, 2020								February 28, 2019
	Gross Carrying Amount				Net Carrying Amount				Gross Carrying Amount				Net Carrying Amount
(in millions)
Amortizable intangible assets
Customer relationships	$	87.4			$	31.8			$	89.9			$	39.1
Other	20.2				0.3				20.5				0.9
Total	$	107.6			32.1				$	110.4			40.0
Nonamortizable intangible assets
Trademarks					2,686.8								3,158.1
Total intangible assets (1)					$	2,718.9							$	3,198.1

(1)	The balance at February 29, 2020, excludes intangible assets reclassified to assets held for sale, which consist primarily of trademarks.

We did not incur costs to renew or extend the term of acquired intangible assets for the years ended February 29, 2020, and February 28, 2019. Net carrying amount represents the gross carrying value net of accumulated amortization. Amortization expense for intangible assets was $5.7 million, $6.0 million, and $5.9 million for the years ended February 29, 2020, February 28, 2019, and February 28, 2018, respectively. Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows:

(in millions)
2021	$	5.3
2022	$	5.0
2023	$	3.1
2024	$	1.5
2025	$	1.5
Thereafter	$	15.7

10**. EQUITY METHOD INVESTMENTS**

Our equity method investments are as follows:

	February 29, 2020							February 28, 2019
	Carrying Value				Ownership Percentage			Carrying Value				Ownership Percentage
(in millions)
Canopy Equity Method Investment	$	2,911.7			35.3	%		$	3,332.1			36.0	%
Other equity method investments (1)	182.2				20%-50%			133.5				20%-50%
	$	3,093.9						$	3,465.6

(1)	The other equity method investments balance at February 29, 2020, excludes investments reclassified to assets held for sale.

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

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“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 29, 2020. 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.

On November 1, 2018, our ownership interest in Canopy increased to 36.6% which allows us to exercise significant influence, but not control, over Canopy. Therefore, 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”). We recognize equity in earnings (losses) and related activities for this investment on a two-month lag. Accordingly, we recognized equity in earnings (losses) and related activities of $(575.9) million for the period January 1, 2019, through December 31, 2019, in our consolidated financial statements for the year ended February 29, 2020, and $(2.6) million for the period November 1, 2018, through December 31, 2018, in our consolidated financial statements for the year ended February 28, 2019. Equity in earnings (losses) from the Canopy Equity Method Investment and related activities for the years ended February 29, 2020, and February 28, 2019, 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 (losses) associated with changes in our Canopy ownership percentage resulting from periodic equity issuances made by Canopy. In addition to the items noted above, the year ended February 29, 2020, includes our share of the additional loss resulting from the June 2019 Warrant Modification (as defined below) of $(409.0) million (the “June 2019 Warrant Modification Loss”).

The November 2018 Canopy Warrants originally consisted of 88.5 million warrants (the “Tranche A Warrants”) and 51.2 million warrants (the “Tranche B Warrants”). The Tranche A Warrants were immediately exercisable at an exercise price of C$50.40 per warrant share. The Tranche B Warrants were 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 originally expired in November 2021 and have been accounted for at fair value from the date of investment.

In June 2019, the Canopy shareholders approved the modification of the terms of the November 2018 Canopy Warrants and certain other rights (the “June 2019 Warrant Modification”), and the other required approvals necessary for the modifications to be effective were granted. 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 (the “Acreage Transaction”). As a result of the modifications, we 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 now consists 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 have an exercise price of C$50.40 per warrant share and are currently exercisable, but now expire November 1, 2023. The New Tranche B Warrants now have an exercise price of C$76.68 per warrant share and the New Tranche C Warrants have a VWAP Exercise

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Price. The New Tranche B Warrants and the New Tranche C Warrants now have an expiration date of November 1, 2026.

The other rights obtained in June 2019 in connection with the Acreage Transaction include a share repurchase credit and the ability to purchase Canopy common shares on the open market or in private agreement transactions. If for any reason Canopy has not purchased the lesser of 27,378,866 Canopy common shares or C$1,583.0 million worth of Canopy common shares for cancellation between April 18, 2019 and two-years after the full exercise of the New Tranche A Warrants, we will be credited an amount that will reduce the aggregate exercise price otherwise payable upon each exercise of the New Tranche B Warrants and New Tranche C Warrants. The credit will be an amount equal to the difference between the actual price paid by Canopy in purchasing its common shares for cancellation and C$1,583.0 million. If we choose to purchase Canopy common shares on the open market or in private agreement with existing holders, the number of New Tranche B Warrants or New Tranche C Warrants shall be decreased by one for each Canopy common share acquired, up to an aggregate maximum reduction of 20 million warrants. The likelihood of receiving the share repurchase credit if we were to fully exercise the New Tranche A Warrants is remote, therefore, no fair value has been assigned.

The inputs used to estimate the fair value of the New November 2018 Canopy Warrants as of the June 27, 2019 modification date, are as follows:

	New Tranche A Warrants (1)				New Tranche B Warrants (1)
Exercise price	C$	50.40			C$	76.68
Valuation date stock price	C$	53.36			C$	53.36
Remaining contractual term	4.3 years				7.3 years
Expected volatility	66.7		%		66.7		%
Risk-free interest rate	1.4		%		1.4		%
Expected dividend yield	0.0		%		0.0		%

(1)	Refer to Note 7 for input descriptions.

Accordingly, we recognized a $1,176.0 million unrealized gain from unconsolidated investments in the second quarter of fiscal 2020 from the June 2019 Warrant Modification. Approximately $322.5 million of the unrealized gain was associated with the New Tranche A Warrants and $853.5 million was associated with the New Tranche B Warrants. No value was associated with the New Tranche C Warrants as they have a VWAP Exercise Price. As the expiration dates of the New Tranche A Warrants and New Tranche B Warrants were extended, we now utilize a blend of Canopy’s historical volatility, implied volatility, and limited consideration of historical peer group volatility in our valuations to supplement the limited trading history.

Canopy has various convertible equity securities outstanding, including primarily equity awards granted to its employees and options and warrants issued to various third parties, including our November 2017 Canopy Warrants, New November 2018 Canopy Warrants, Canopy Debt Securities, and the Acreage Call Option (as defined below). As of February 29, 2020, the conversion of Canopy equity securities held by its employees and/or held by other third parties, excluding our November 2017 Canopy Warrants, New November 2018 Canopy Warrants, Canopy Debt Securities, and the Acreage Call Option, 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. If we exercised all of our outstanding November 2017 Canopy Warrants and New November 2018 Canopy Warrants, it could have a significant effect on our share of Canopy’s reported earnings or losses and our ownership interest in Canopy would be expected to increase to greater than 50 percent. In connection with the Acreage Transaction, Canopy has a call option to acquire 100% of the shares of Acreage (the “Acreage Call Option”), which would require the issuance of

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Canopy shares. If Canopy exercised the Acreage Call Option it could have a significant effect on our share of Canopy’s reported earnings or losses and our ownership interest in Canopy would decrease and no longer be expected to be greater than 50 percent.

As of February 29, 2020, the exercise of all Canopy warrants held by us would have required a cash outflow of approximately $6.0 billion based on the terms of the November 2017 Canopy Warrants and the New November 2018 Canopy Warrants. Additionally, as of February 29, 2020, the fair value of the Canopy Equity Method Investment was $2,316.3 million based on the closing price of the underlying equity security as of that date. When compared to the carrying value of the Canopy Equity Method Investment, this fair value indicates that the investment was impaired by $595.4 million. We have evaluated the Canopy Equity Method Investment as of February 29, 2020, and determined that there was not an other-than-temporary-impairment. Our conclusion was based on several contributing factors, including: (i) the period of time for which the fair value has been less than the carrying value, (ii) an expectation that Canopy’s operating results will improve, (iii) an expectation that the Canopy stock price will recover in the near term, and (iv) our ability and intent to hold the investment until that recovery. We will continue to review the Canopy Equity Method Investment for an other-than-temporary-impairment. There may be a future impairment of our Canopy Equity Method Investment if Canopy’s stock price does not recover in the near term or our expectations about Canopy’s prospective operating results and cash flows decline, which could be influenced by a variety of factors including adverse market conditions and the economic impact of COVID-19.

The following tables present summarized financial information for Canopy presented in accordance with U.S. GAAP. We recognize our equity in earnings (losses) for Canopy on a two-month lag. Accordingly, we recognized our share of Canopy’s earnings (losses) for the period January through December 2019 in our year ended February 29, 2020 results. We recognized our share of Canopy’s earnings (losses) from November and December 2018, in our year ended February 28, 2019 results. The amounts shown represent 100% of Canopy’s financial position and results of operations, however, they exclude the impact of the June 2019 Warrant Modification Loss from the year ended February 29, 2020 results, as it was recorded by Canopy within equity.

	February 29, 2020				February 28, 2019
(in millions)
Current assets	$	2,232.9			$	3,800.7
Noncurrent assets	$	3,751.6			$	2,466.0
Current liabilities	$	322.0			$	216.8
Noncurrent liabilities	$	867.9			$	668.2
Noncontrolling interests	$	210.5			$	143.3

	For the Years Ended
	February 29, 2020				February 28, 2019 (1)
(in millions)
Net sales	$	290.2			$	48.6
Gross profit (loss)	$	45.4			$	11.2
Net income (loss)	$	(327.0	)		$	(39.6	)
Net income (loss) attributable to Canopy	$	(312.6	)		$	(27.8	)

(1)	For the period November 1, 2018, through December 31, 2018.

Subsequent event

In March 2020, Canopy announced its plans to close two Canadian greenhouse facilities as part of its efforts to align supply and demand while improving production efficiencies over time. In April 2020, Canopy announced its plans to close an additional Canadian greenhouse facility, exit its operations in

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Africa, and reduce Latin America and United States cultivation activities. Canopy expects to record an estimated pre-tax loss of approximately C$700 million to C$800 million in their fourth quarter of fiscal 2020 results from the facilities closures as well as other changes related to its organizational and strategic review. We will record our proportional share of Canopy’s estimated pre-tax loss of approximately C$245 million to C$280 million, in our first quarter of fiscal 2021 results.

11**. OTHER ASSETS**

The major components of other assets are as follows:

	February 29, 2020 (1)				February 28, 2019
(in millions)
Operating lease right-of-use asset	$	481.4			$	—
Other	129.3				109.7
	$	610.7			$	109.7

(1)	The other assets balance at February 29, 2020, excludes amounts reclassified to assets held for sale.

12**. OTHER ACCRUED EXPENSES AND LIABILITIES**

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

	February 29, 2020				February 28, 2019
(in millions)
Promotions and advertising	$	191.7			$	181.2
Salaries, commissions, and payroll benefits and withholdings	182.2				163.1
Accrued interest	94.3				107.3
Operating lease liability	76.6				—
Derivative liabilities	61.1				15.5
Income taxes payable	24.9				24.5
Other	149.6				198.8
	$	780.4			$	690.4

13**. BORROWINGS**

Borrowings consist of the following:

	February 29, 2020												February 28, 2019
	Current				Long-term				Total				Total
(in millions)
Short-term borrowings
Senior credit facility, Revolving credit loan	$	—											$	59.0
Commercial paper	238.9												732.5
	$	238.9											$	791.5
Long-term debt
Senior credit facility, Term loan	$	—			$	—			$	—			$	492.8
Term loan credit facilities	24.5				1,271.2				1,295.7				1,486.4
Senior notes	698.7				9,926.0				10,624.7				10,816.9
Other	11.7				13.6				25.3				28.9
	$	734.9			$	11,210.8			$	11,945.7			$	12,825.0

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Bank Facilities

Senior credit facility

In July 2017, the Company, CIH International S.à r.l., a wholly-owned subsidiary of ours (“CIH”), CB International Finance S.à r.l., a wholly-owned subsidiary of ours (“CB International” and together with CIH, the “European Borrowers”), 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 “2017 Restatement Agreement”) that amended and restated our then-existing senior credit facility (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.

In June 2019, we repaid the outstanding obligations under the U.S. Term A-1 loan facility under the 2018 Credit Agreement with proceeds from the 2019 Term Credit Agreement (as defined below).

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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.

2019 Term Credit Agreement

In June 2019, the Company and Bank of America, N.A., as Administrative Agent and lender (the “Lender”) entered into a term loan credit agreement (the “2019 Term Credit Agreement”). The 2019 Term Credit Agreement provides for the creation of a $491.3 million five-year term loan facility (the “2019 Five-Year Term Facility”). The 2019 Five-Year Term Facility will be repaid in quarterly payments of principal equal to 1.25% of the original aggregate principal amount of the 2019 Five-Year Term Facility, with the balance due and payable at maturity.

General

The obligations under the 2018 Credit Agreement, the Term Credit Agreement, and the 2019 Term Credit Agreement were guaranteed by certain of our U.S. subsidiaries. We and our subsidiaries are subject to covenants that are contained in the 2018 Credit Agreement, the Term Credit Agreement, and the 2019 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.

The 2018 Credit Agreement, the Term Credit Agreement and the 2019 Term Credit Agreement were subsequently amended as described below.

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As of February 29, 2020, aggregate credit facilities under the 2018 Credit Agreement, the Term Credit Agreement, and the 2019 Term Credit Agreement consist of the following:

	Amount				Maturity
(in millions)
2018 Credit Agreement
Revolving Credit Facility (1) (2)	$	2,000.0			Sept 14, 2023
Term Credit Agreement
Three-Year Term Facility (1) (3)	$	500.0			Nov 1, 2021
Five-Year Term Facility (1) (3)	1,000.0				Nov 1, 2023
	$	1,500.0
2019 Term Credit Agreement
2019 Five-Year Term Facility (1) (3)	$	491.3			Jun 28, 2024

(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 Three-Year Term Facility, the Five-Year Term Facility, and the 2019 Five-Year Term Facility.

As of February 29, 2020, information with respect to borrowings under the 2018 Credit Agreement, the Term Credit Agreement, and the 2019 Term Credit Agreement is as follows:

	2018 Credit Agreement				Term Credit Agreement								2019 Term Credit Agreement
	Revolving Credit Facility				Three-Year Term Facility (1)				Five-Year Term Facility (1) (2)				2019 Five-Year Term Facility (1)
(in millions)
Outstanding borrowings	$	—			$	499.6			$	317.1			$	479.0
Interest rate	—		%		2.8		%		2.9		%		2.5		%
LIBOR margin	1.13		%		1.13		%		1.25		%		0.88		%
Outstanding letters of credit	$	11.8
Remaining borrowing capacity (3)	$	1,749.2

(1)	Outstanding term loan facility borrowings are net of unamortized debt issuance costs.

(2)	Outstanding borrowings reflect a $645.0 million partial prepayment of the Five-Year Term Facility under our Term Credit Agreement.

(3)	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 $239.0 million (excluding unamortized discount) (see “Commercial paper program”).

Commercial paper program

We have a commercial paper program which provides 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 29, 2020, we had $238.9 million of outstanding borrowings, net of unamortized discount, under our commercial paper program with a weighted average annual interest rate of 1.9% and a weighted average remaining term of 8 days. As of

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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.

Interest rate swap contracts

In June 2019, we entered into interest rate swap agreements, which are designated as cash flow hedges for $375.0 million of our floating LIBOR rate debt. As a result of these hedges, we have fixed our interest rates on $375.0 million of our floating LIBOR rate debt at an average rate of 1.9% (exclusive of borrowing margins) from July 1, 2019, through July 1, 2020.

Treasury lock contracts

In February 2020, we entered into treasury lock agreements, which are designated as cash flow hedges for $300.0 million of future debt issuances. As a result of these hedges, we have fixed our 10-year treasury interest rates on $300.0 million of future debt issuances at an average rate of 1.4% (exclusive of borrowing margins).

Senior notes

Our outstanding senior notes are as follows:

					Date of						Outstanding Balance (1)
	Principal				Issuance		Maturity		Interest Payments		February 29, 2020				February 28, 2019
(in millions)
3.75% Senior Notes (2) (3)	$	500.0			May 2013		May 2021		May/Nov		$	499.2			$	498.6
4.25% Senior Notes (2) (3)	$	1,050.0			May 2013		May 2023		May/Nov		1,046.4				1,045.4
3.875% Senior Notes (2) (4)	$	400.0			Nov 2014		Nov 2019		May/Nov		—				399.1
4.75% Senior Notes (2) (3)	$	400.0			Nov 2014		Nov 2024		May/Nov		397.0				396.4
4.75% Senior Notes (2) (3)	$	400.0			Dec 2015		Dec 2025		Jun/Dec		396.3				395.8
3.70% Senior Notes (2) (5)	$	600.0			Dec 2016		Dec 2026		Jun/Dec		595.9				595.4
2.70% Senior Notes (2) (5)	$	500.0			May 2017		May 2022		May/Nov		497.8				496.8
3.50% Senior Notes (2) (5)	$	500.0			May 2017		May 2027		May/Nov		496.1				495.6
4.50% Senior Notes (2) (5)	$	500.0			May 2017		May 2047		May/Nov		493.0				492.9
2.00% Senior Notes (2) (6)	$	600.0			Nov 2017		Nov 2019		May/Nov		—				598.6
2.25% Senior Notes (2) (6)	$	700.0			Nov 2017		Nov 2020		May/Nov		698.7				696.8
2.65% Senior Notes (2) (5)	$	700.0			Nov 2017		Nov 2022		May/Nov		695.5				693.9
3.20% Senior Notes (2) (5)	$	600.0			Feb 2018		Feb 2023		Feb/Aug		597.0				596.0
3.60% Senior Notes (2) (5)	$	700.0			Feb 2018		Feb 2028		Feb/Aug		694.3				693.8
4.10% Senior Notes (2) (5)	$	600.0			Feb 2018		Feb 2048		Feb/Aug		592.1				592.0
Senior Floating Rate Notes (2) (7)	$	650.0			Oct 2018		Nov 2021		Quarterly		647.9				646.8
4.40% Senior Notes (2) (5)	$	500.0			Oct 2018		Nov 2025		May/Nov		496.0				495.4
4.65% Senior Notes (2) (5)	$	500.0			Oct 2018		Nov 2028		May/Nov		495.2				494.7
5.25% Senior Notes (2) (5)	$	500.0			Oct 2018		Nov 2048		May/Nov		493.0				492.9
3.15% Senior Notes (2) (5)	$	800.0			Jul 2019		Aug 2029		Feb/Aug		793.3				—
											$	10,624.7			$	10,816.9

(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 under our 2018 Credit Facility 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.

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(4)	Redeemed prior to maturity in August 2019 at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment of $1.5 million. The make-whole payment is included in loss on extinguishment of debt.

(5)

Redeemable, in whole or in part, at our option at any time prior to the stated redemption date as defined in the indenture, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus the stated basis points as defined in the indenture. On or after the stated redemption date, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.

	Redemption
	Stated Redemption Date		Stated Basis Points
3.70% Senior Notes due December 2026	Sept 2026		25
2.70% Senior Notes due May 2022	Apr 2022		15
3.50% Senior Notes due May 2027	Feb 2027		20
4.50% Senior Notes due May 2047	Nov 2046		25
2.65% Senior Notes due November 2022	Oct 2022		15
3.20% Senior Notes due February 2023	Jan 2023		13
3.60% Senior Notes due February 2028	Nov 2027		15
4.10% Senior Notes due February 2048	Aug 2047		20
4.40% Senior Notes due November 2025	Sept 2025		20
4.65% Senior Notes due November 2028	Aug 2028		25
5.25% Senior Notes due November 2048	May 2048		30
3.15% Senior Notes due August 2029	May 2029		20

(6)	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.

(7)

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 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 $71.8 million and $45.1 million as of February 29, 2020, and February 28, 2019, respectively. As of February 29, 2020, and February 28, 2019, amounts outstanding under these arrangements were $25.3 million and $28.9 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

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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.

Debt payments

As of February 29, 2020, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $62.5 million and $13.6 million, respectively) for each of the five succeeding fiscal years and thereafter are as follows:

(in millions)
2021	$	736.2
2022	1,682.2
2023	1,828.9
2024	1,393.8
2025	780.7
Thereafter	5,600.0
	$	12,021.8

Subsequent events

2020 Credit Agreement

In March 2020, 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 “2020 Restatement Agreement”) that amended and restated the 2018 Credit Agreement (as amended and restated by the 2020 Restatement Agreement, the “2020 Credit Agreement”). The principal changes effected by the 2020 Restatement Agreement were:

•	The removal of the subsidiary guarantees and termination of the guarantee agreement;

•	The inclusion of the parent guaranty provisions in connection with the termination of the guarantee agreement;

•	The removal of certain provisions pertaining to term loans since no term loans are outstanding; and

•	The revision of the LIBOR successor rate provisions to permit the use of rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York.

Upon removal of all of the subsidiary guarantors from our 2020 Credit Agreement, the subsidiary guarantors were automatically released from the indentures relating to our outstanding senior notes.

Term Credit Agreements

In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into a term loan restatement agreement (the “Term Loan Restatement Agreement”) that amended and restated the Term Credit Agreement (as amended and restated by the Term Loan Restatement Agreement the “2020 Term Credit Agreement”).

In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and the Lender entered into a 2020 term loan restatement agreement (the “2020 Term Loan Restatement Agreement”) that amended and restated the 2019 Term Credit Agreement (as amended and restated by the 2020 Term Loan Restatement Agreement the “March 2020 Term Credit Agreement”).

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The principal changes effected by the Term Loan Restatement Agreement and 2020 Term Loan Restatement Agreement were:

•	The removal of the subsidiary guarantees and termination of the respective guarantee agreements; and

•	The revision of the LIBOR successor rate provisions to permit the use of rates based on SOFR.

Treasury lock contracts

In March 2020, we entered into additional treasury lock agreements, which are designated as cash flow hedges for $200.0 million of future debt issuances. As a result of these additional hedges, we have fixed our 10-year treasury interest rates on $500.0 million of future debt issuances at an average rate of 1.2% (exclusive of borrowing margins).

14**. INCOME TAXES**

Income (loss) before income taxes was generated as follows:

	For the Years Ended
	February 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Domestic	$	(2,230.1	)		$	1,615.9			$	591.5
Foreign	1,284.9				2,529.1				1,746.5
	$	(945.2	)		$	4,145.0			$	2,338.0

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

	For the Years Ended
	February 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Current
Federal	$	66.5			$	4.1			$	261.1
State	12.1				15.7				20.4
Foreign	108.5				239.2				158.4
Total current	187.1				259.0				439.9
Deferred
Federal	(459.9		)		223.9				(475.9		)
State	(118.3		)		75.0				0.4
Foreign	(575.5		)		128.0				58.3
Total deferred	(1,153.7		)		426.9				(417.2		)
Income tax provision (benefit)	$	(966.6	)		$	685.9			$	22.7

For the third quarter of fiscal 2020, we recognized a net income tax benefit of $547.4 million resulting from the remeasurement of our deferred tax assets in connection with the September 2019 enactment of tax reform in Switzerland.

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

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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.

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 29, 2020							February 28, 2019							February 28, 2018
	Amount				% of Pretax Income (Loss)			Amount				% of Pretax Income (Loss)			Amount				% of Pretax Income (Loss)
(in millions, except % of pretax income (loss) data)
Income tax provision (benefit) at statutory rate	$	(198.5	)		21.0	%		$	870.5			21.0	%		$	765.4			32.7	%
State and local income taxes, net of federal income tax benefit (1)	(82.3		)		8.7	%		81.3				2.0	%		18.0				0.8	%
Net income tax provision (benefit) from legislative changes (2)	(547.4		)		57.9	%		(37.6		)		(0.9	%)		(351.2		)		(15.0	%)
Earnings taxed at other than U.S. statutory rate (3)	(46.5		)		5.0	%		(81.0		)		(1.9	%)		(323.9		)		(13.9	%)
Excess tax benefits from stock-based compensation awards (4)	(56.2		)		5.9	%		(82.9		)		(2.0	%)		(68.6		)		(2.9	%)
Net income tax provision (benefit) recognized for adjustment to valuation allowance	(32.8		)		3.5	%		(74.1		)		(1.8	%)		4.8				0.2	%
Miscellaneous items, net	(2.9		)		0.3	%		9.7				0.1	%		(21.8		)		(0.9	%)
Income tax provision (benefit) at effective rate	$	(966.6	)		102.3	%		$	685.9			16.5	%		$	22.7			1.0	%

(1)	Includes differences resulting from adjustments to the current and deferred state effective tax rates.

(2)	The year ended February 29, 2020, represents the recognition of a net income tax benefit resulting from the remeasurement of our deferred tax assets in connection with the September 2019 enactment of tax reform in Switzerland. The years ended February 28, 2019, and February 28, 2018, represent net income tax benefits related to the TCJ Act.

(3)

Consists of the following (i) difference between the U.S. statutory rate and local jurisdiction tax rates, (ii) the provision for incremental U.S. taxes on earnings of certain foreign subsidiaries offset by foreign tax credits, (iii) the non-U.S. portion of tax provision (benefit) recorded on the net unrealized gain (loss) from the changes in fair value of our investments in Canopy, and (iv) the non-U.S. portion of tax benefits recorded on the Canopy equity in earnings (losses) and related activities.

(4)	Represents the recognition of the income tax effect of stock-based compensation awards in the income statement when the awards vest or are settled.

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.

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

	February 29, 2020				February 28, 2019
(in millions)
Deferred tax assets
Intangible assets	$	2,045.8			$	1,616.7
Loss carryforwards	225.9				147.8
Stock-based compensation	75.6				33.4
Lease liabilities	89.2				—
Inventory	32.4				20.3
Investments in unconsolidated investees	106.1				—
Other accruals	35.0				85.5
Gross deferred tax assets	2,610.0				1,903.7
Valuation allowances	(54.1		)		(86.9		)
Deferred tax assets, net	2,555.9				1,816.8
Deferred tax liabilities
Property, plant, and equipment	(175.5		)		(191.5		)
Investments in unconsolidated investees	—				(448.9		)
Provision for unremitted earnings	(27.5		)		(22.8		)
Right-of-use assets	(80.5		)		—
Total deferred tax liabilities	(283.5		)		(663.2		)
Deferred tax assets (liabilities), net	$	2,272.4			$	1,153.6

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 as well as tax planning strategies. 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 29, 2020, operating loss carryforwards, which are primarily state and foreign, totaling $1.5 billion 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, $1.4 billion will expire in fiscal 2021 through fiscal 2040 and $87.4 million of operating losses in certain jurisdictions may be carried forward indefinitely. Additionally, as of February 29, 2020, federal capital losses totaling $173.2 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 29, 2020, primarily relates to the reversal of valuation allowances for capital loss carryforwards in connection with the Wine and Spirits Transaction.

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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 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Balance as of March 1	$	224.3			$	89.3			$	39.5
Increases as a result of tax positions taken during a prior period	11.4				56.4				7.5
Decreases as a result of tax positions taken during a prior period	(14.8		)		(1.4		)		(0.1		)
Increases as a result of tax positions taken during the current period	29.0				88.8				43.8
Decreases related to settlements with tax authorities	(0.1		)		(0.8		)		(0.4		)
Decreases related to lapse of applicable statute of limitations	(0.4		)		(8.0		)		(1.0		)
Balance as of last day of February	$	249.4			$	224.3			$	89.3

As of February 29, 2020, and February 28, 2019, we had $276.2 million and $239.0 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 29, 2020, and February 28, 2019, we had $249.4 million and $224.3 million, respectively, of unrecognized tax benefit liabilities that, if recognized, would decrease the effective tax rate in the year of resolution.

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, 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 29, 2020, we estimate that unrecognized tax benefit liabilities could change by a range of $1 million to $19 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 28, 2013.

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.

15**. DEFERRED INCOME TAXES AND OTHER LIABILITIES**

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

	February 29, 2020				February 28, 2019
(in millions)
Operating lease liability	$	483.6			$	—
Deferred income taxes	384.0				1,029.7
Unrecognized tax benefit liabilities	276.2				239.0
Long-term income tax payable	96.2				95.4
Other	86.3				106.6
	$	1,326.3			$	1,470.7

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16**. LEASES**

General

We primarily lease certain vineyards, office and production facilities, warehouses, production equipment, and vehicles. We assess service arrangements to determine if an asset is explicitly or implicitly specified in the agreement and if we have the right to control the use of the identified asset. We have concluded that certain grape purchasing arrangements associated with the purchase of grape production yielded from a specified block of a vineyard and certain third-party logistics arrangements contain a lease.

The right-of-use asset is initially measured at cost, which is primarily comprised of the initial amount of the lease liability, plus initial direct costs and lease payments at or before the lease commencement date, less any lease incentives received, and is amortized on a straight-line basis over the remaining lease term. All right-of-use assets are reviewed periodically for impairment. The lease liability is initially measured at the present value of lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate. The incremental borrowing rates are determined using a portfolio approach based on publicly available information in connection with our unsecured borrowing rates adjusted for items including collateral, currency, and the timing in which lease payments are made. We elected to recognize expenses for leases with a term of 12 months or less on a straight-line basis over the lease term and not to recognize these short-term leases on the balance sheet.

Our leases have varying terms with remaining lease terms of up to approximately 30 years. Certain of our lease arrangements provide us with the option to extend or to terminate the lease early.

The right-of-use asset and lease liability are calculated including options to extend or to terminate the lease when we determine that it is reasonably certain that we will exercise those options. In making that determination, we consider various existing economic and market factors, business strategies as well as the nature, length, and terms of the agreement. Based on our evaluation using these factors, we concluded that the exercise of renewal options or early termination options would not be reasonably certain in determining the lease term at commencement for leases we currently have in place. Assumptions made at the commencement date are re-evaluated upon occurrence of certain events such as a lease modification.

Certain of our contractual arrangements may contain both lease and non-lease components. Non-lease components are distinct elements of a contract that are not related to securing the use of the leased asset, such as raw materials, common area maintenance, and other management costs. We elected to measure the lease liability by combining the lease and non-lease components as a single lease component for all asset classes.

Certain of our leases include variable lease payments, including payments that depend on an index or rate, as well as variable payments for items such as raw materials, labor, property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Certain grape purchasing arrangements include variable payments based on actual tonnage and price of grapes that will vary depending on certain factors, including weather, time of harvest, overall market conditions, and the agricultural practices and location of the vineyard. In addition, certain third-party logistics arrangements include variable payments that vary depending on throughput. Such variable lease payments are excluded from the calculation of the right-of-use asset and are recognized in the period in which the obligation is incurred.

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Balance sheet location

A summary of lease right-of-use assets and liabilities are as follows:

	Balance Sheet Classification	February 29, 2020
(in millions)
Assets
Operating lease	Other assets	$	481.4
Finance lease	Property, plant, and equipment	26.6
Total right-of-use assets		$	508.0
Liabilities
Current:
Operating lease	Other accrued expenses and liabilities	$	76.6
Finance lease	Current maturities of long-term debt	11.7
Non-current:
Operating lease	Deferred income taxes and other liabilities	483.6
Finance lease	Long-term debt, less current maturities	13.6
Total lease liabilities		$	585.5

Lease cost

The components of total lease cost are as follows:

	For the Year Ended February 29, 2020
(in millions)
Operating lease cost	$	98.9
Finance lease cost:
Amortization of right-of-use assets	12.2
Interest on lease liabilities	0.7
Short-term lease cost	8.6
Variable lease cost	403.3
Total lease cost	$	523.7

Lease maturities (1)

As of February 29, 2020, minimum payments due for lease liabilities for each of the five succeeding fiscal years and thereafter are as follows:

	Operating Leases				Finance Leases
(in millions)
2021	$	94.1			$	12.2
2022	81.8				7.9
2023	68.9				4.4
2024	61.3				1.7
2025	51.0				—
Thereafter	329.7				—
Total lease payments	686.8				26.2
Less: Interest	(126.6		)		(0.9		)
Total lease liabilities	$	560.2			$	25.3

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As of February 28, 2019, future payments were expected to be as follows:

	Operating Leases
(in millions)
2020	$	59.0
2021	58.2
2022	51.1
2023	47.9
2024	41.2
Thereafter	302.1
Total lease payments	$	559.5

(1)	For leases with terms in excess of 12 months at inception.

Supplemental information	For the Year Ended February 29, 2020
(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	100.7
Operating cash flows from finance leases	$	0.7
Financing cash flows from finance leases	$	13.8
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	34.3
Finance leases	$	10.7
	February 29, 2020
(in millions)
Weighted-average remaining lease term:
Operating leases	11.7 years
Finance leases	3.2 years
Weighted-average discount rate:
Operating leases	3.5		%
Finance leases	2.6		%

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17**. COMMITMENTS AND CONTINGENCIES**

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 29, 2020, the estimated aggregate minimum purchase commitments under these contracts are as follows:

	Type		Length of Commitment		Amount
(in millions)
Raw materials and supplies (1)	Packaging, grapes, hops, malts, and other raw materials		through December 2037		$	4,789.5
In-process inventories	Bulk wine and spirits		through April 2025		85.8
Contract services	Processing and warehousing services, transportation services, and energy contracts		through December 2030		657.2
Capital expenditures (2)	Property, plant, and equipment and contractor and manufacturing services		through April 2022		459.6
Other	Finished wine case goods		through May 2029		32.6
					$	6,024.7

(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 commitments 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 have not resulted 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 the Mexicali Brewery, and the expansion project for the brewery located in Obregon, Sonora, Mexico (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 29, 2020, February 28, 2019, and February 28, 2018, were $166.6 million, $238.8 million, and $316.6 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 29, 2020, and February 28, 2019, 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 (loss) from unconsolidated investments. As of February 29, 2020, and February 28, 2019, the carrying amount of our indemnification liabilities was $9.1 million and $9.2 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

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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 fiscal 2018. In the second quarter of fiscal 2020 we recovered $8.6 million from our insurance carriers and do not expect to receive any additional reimbursement.

18**. 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 Stock									Treasury Stock
	Class A			Class B			Class 1			Class A			Class B
Balance at February 28, 2017	257,506,184			28,358,527			2,080			86,262,971			5,005,800
Share repurchases	—			—			—			4,810,061			—
Conversion of shares	29,640			(23,140	)		(6,500	)		—			—
Exercise of stock options	1,182,532			—			6,390			—			—
Employee stock purchases	—			—			—			(75,023	)		—
Grant of restricted stock awards	—			—			—			(3,848	)		—
Vesting of restricted stock units (1)	—			—			—			(181,994	)		—
Vesting of performance share units (1)	—			—			—			(68,928	)		—
Balance at February 28, 2018	258,718,356			28,335,387			1,970			90,743,239			5,005,800

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	Common Stock									Treasury Stock
	Class A			Class B			Class 1			Class A			Class B
Retirement of treasury shares (2)	(74,000,000	)		—			—			(74,000,000	)		—
Share repurchases	—			—			—			2,352,145			—
Conversion of shares	12,968			(12,968	)		—			—			—
Exercise of stock options	1,008,854			—			1,147,654			—			—
Employee stock purchases	—			—			—			(76,844	)		—
Grant of restricted stock awards	—			—			—			(3,914	)		—
Vesting of restricted stock units (1)	—			—			—			(24,308	)		—
Vesting of performance share units (1)	—			—			—			(62,352	)		—
Balance at February 28, 2019	185,740,178			28,322,419			1,149,624			18,927,966			5,005,800
Share repurchases	—			—			—			265,593			—
Conversion of shares	350,567			(22,213	)		(328,354	)		—			—
Exercise of stock options (3)	—			—			870,957			(747,527	)		—
Employee stock purchases	—			—			—			(69,324	)		—
Vesting of restricted stock units (1)	—			—			—			(91,311	)		—
Vesting of performance share units (1)	—			—			—			(29,015	)		—
Cancellation of restricted shares	—			—			—			444			—
Balance at February 29, 2020	186,090,745			28,300,206			1,692,227			18,256,826			5,005,800

(1)	Net of the following shares withheld to satisfy tax withholding requirements:

	For the Years Ended
	February 29, 2020		February 28, 2019		February 28, 2018
Restricted Stock Units	49,900		15,409		117,188
Performance Share Units	17,439		44,016		55,584

(2)	Shares of our Class A Treasury Stock were retired to authorized and unissued shares of our Class A Common Stock.

(3)	Includes use of Class A Treasury Stock associated with stock option exercises beginning March 1, 2019.

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 Authorization				For the Year Ended February 29, 2020							For the Year Ended February 28, 2019							For the Year Ended February 28, 2018
	Date		Amount Authorized		Dollar Value				Number of Shares			Dollar Value				Number of Shares			Dollar Value				Number of Shares
(in millions, except share data)
2017 Authorization (1)	Nov 2016		$1,000.0		$	—			—			$	—			—			$	546.9			2,530,194
2018 Authorization (2)	Jan 2018		$3,000.0		50.0				265,593			504.3				2,352,145			491.6				2,279,867
					$	50.0			265,593			$	504.3			2,352,145			$	1,038.5			4,810,061

(1)	The 2017 Authorization was fully utilized during the year ended February 28, 2018.

(2)	As of February 29, 2020, $1,954.1 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 2020, 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 2021.

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19**. STOCK-BASED EMPLOYEE COMPENSATION**

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 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Total compensation cost recognized in our results of operations	$	60.4			$	64.1			$	60.9
Income tax benefit related thereto recognized in our results of operations	$	9.5			$	11.6			$	13.5

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 29, 2020							February 28, 2019							February 28, 2018
	Number of Options			Weighted Average Exercise Price				Number of Options			Weighted Average Exercise Price				Number of Options			Weighted Average Exercise Price
Outstanding as of March 1	5,691,219			$	81.87			7,444,701			$	56.33			8,070,255			$	44.31
Granted	639,957			$	206.76			540,640			$	227.91			624,121			$	172.70
Exercised	(1,618,484	)		$	41.77			(2,156,508	)		$	23.55			(1,188,922	)		$	31.86
Forfeited	(175,917	)		$	201.44			(133,250	)		$	187.84			(59,725	)		$	136.08
Expired	(11,357	)		$	224.07			(4,364	)		$	175.86			(1,028	)		$	36.13
Outstanding as of last day of February	4,525,418			$	108.87			5,691,219			$	81.87			7,444,701			$	56.33
Exercisable	3,330,164			$	75.61			4,456,486			$	53.18			5,983,286			$	34.12

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As of February 29, 2020, the aggregate intrinsic value of our options outstanding and exercisable was $330.7 million and $329.2 million, respectively. In addition, the weighted average remaining contractual life for our options outstanding and exercisable was 4.8 years and 3.6 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 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Fair value of stock options vested	$	21.1			$	22.8			$	20.3
Intrinsic value of stock options exercised	$	255.0			$	348.5			$	189.9
Tax benefit realized from stock options exercised	$	60.4			$	82.6			$	59.8

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 29, 2020				February 28, 2019				February 28, 2018
Grant-date fair value	$	44.90			$	53.06			$	42.88
Expected life (1)	6.0 years				5.9 years				5.9 years
Expected volatility (2)	22.1		%		22.3		%		26.0		%
Risk-free interest rate (3)	2.5		%		2.9		%		2.0		%
Expected dividend yield (4)	1.5		%		1.3		%		1.2		%

(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 29, 2020							February 28, 2019							February 28, 2018
	Number			Weighted Average Grant-Date Fair Value				Number			Weighted Average Grant-Date Fair Value				Number			Weighted Average Grant-Date Fair Value
Restricted Stock Awards
Outstanding balance as of March 1, Nonvested	3,914			$	214.29			3,848			$	197.18			4,088			$	166.34
Granted	—			$	—			3,914			$	214.29			3,848			$	197.18
Vested	(3,470	)		$	214.34			(3,848	)		$	197.18			(4,088	)		$	166.34
Forfeited	(444	)		$	213.85			—			$	—			—			$	—
Outstanding balance as of last day of February, Nonvested	—			$	—			3,914			$	214.29			3,848			$	197.18

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	For the Years Ended
	February 29, 2020							February 28, 2019							February 28, 2018
	Number			Weighted Average Grant-Date Fair Value				Number			Weighted Average Grant-Date Fair Value				Number			Weighted Average Grant-Date Fair Value
Restricted Stock Units
Outstanding balance as of March 1, Nonvested	314,252			$	181.62			286,658			$	157.29			455,699			$	117.44
Granted	138,472			$	203.32			108,545			$	226.97			157,200			$	178.11
Vested	(141,211	)		$	168.68			(39,717	)		$	129.57			(299,182	)		$	109.09
Forfeited	(40,370	)		$	200.87			(41,234	)		$	182.00			(27,059	)		$	140.00
Outstanding balance as of last day of February, Nonvested	271,143			$	196.58			314,252			$	181.62			286,658			$	157.29
Performance Share Units
Outstanding balance as of March 1, Nonvested	259,464			$	213.27			227,720			$	177.90			250,333			$	141.91
Granted	60,031			$	253.72			172,468			$	222.92			55,464			$	236.79
Performance achievement (1)	(17,035	)		$	168.00			(281	)		$	155.72			55,081			$	99.85
Vested	(46,454	)		$	156.80			(106,368	)		$	147.34			(124,512	)		$	100.73
Forfeited	(34,257	)		$	239.48			(34,075	)		$	215.63			(8,646	)		$	144.57
Outstanding balance as of last day of February, Nonvested	221,749			$	231.49			259,464			$	213.27			227,720			$	177.90

(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 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Restricted stock awards	$	0.7			$	0.8			$	0.8
Restricted stock units	$	29.9			$	9.0			$	56.5
Performance share units	$	9.9			$	24.4			$	21.4

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 29, 2020				February 28, 2019				February 28, 2018
Grant-date fair value	$	319.56			$	322.42			$	250.30
Grant-date price	$	205.46			$	228.26			$	172.09
Performance period	2.8 years				2.9 years				2.9 years
Expected volatility (1)	23.1		%		20.7		%		21.5		%
Risk-free interest rate (2)	2.3		%		2.6		%		1.4		%
Expected dividend yield (3)	0.0		%		0.0		%		0.0		%

(1)	Based primarily on historical volatility levels of our Class A Common Stock.

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(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 29, 2020, February 28, 2019, and February 28, 2018, employees purchased 69,324 shares, 76,844 shares, and 75,023 shares, respectively, under this plan.

Other

As of February 29, 2020, there was $76.0 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 2.2 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.

20**. NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CBI**

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

	For the Years Ended
	February 29, 2020								February 28, 2019								February 28, 2018
	Common Stock								Common Stock								Common Stock
	Class A				Class B				Class A				Class B				Class A				Class B
(in millions, except per share data)
Net income (loss) attributable to CBI allocated – basic	$	(10.2	)		$	(1.6	)		$	3,049.5			$	386.4			$	2,049.9			$	253.5
Conversion of Class B common shares into Class A common shares	—				—				386.4				—				253.5				—
Effect of stock-based awards on allocated net income (loss)	—				—				—				(8.3		)		—				(6.3		)
Net income (loss) attributable to CBI allocated – diluted	$	(10.2	)		$	(1.6	)		$	3,435.9			$	378.1			$	2,303.4			$	247.2
Weighted average common shares outstanding – basic	168.329				23.313				167.249				23.321				171.457				23.336
Conversion of Class B common shares into Class A common shares (1)	—				—				23.321				—				23.336				—
Stock-based awards, primarily stock options (1)	—				—				4.962				—				5.952				—
Weighted average common shares outstanding – diluted	168.329				23.313				195.532				23.321				200.745				23.336
Net income (loss) per common share attributable to CBI – basic	$	(0.07	)		$	(0.07	)		$	18.24			$	16.57			$	11.96			$	10.86
Net income (loss) per common share attributable to CBI – diluted	$	(0.07	)		$	(0.07	)		$	17.57			$	16.21			$	11.47			$	10.59

(1)	We have excluded 23,313,300 of Class B Convertible Common Stock and 3,238,780 of shares issuable under the assumed exercise of stock options using the treasury stock method from the calculation of diluted net income (loss) per share for the year ended February 29, 2020, as the effect of including these would have been anti-dilutive.

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21**. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)**

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

	Before Tax Amount				Tax (Expense) Benefit				Net of Tax Amount
(in millions)
For the Year Ended February 28, 2018
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)	$	147.3			$	(1.6	)		$	145.7
Reclassification adjustments	—				—				—
Net gain (loss) recognized in other comprehensive income (loss)	147.3				(1.6		)		145.7
Unrealized gain (loss) on cash flow hedges:
Net derivative gain (loss)	76.7				(21.5		)		55.2
Reclassification adjustments	(2.9		)		0.2				(2.7		)
Net gain (loss) recognized in other comprehensive income (loss)	73.8				(21.3		)		52.5
Unrealized gain (loss) on AFS debt securities:
Net AFS debt securities gain (loss)	—				(0.2		)		(0.2		)
Reclassification adjustments	—				—				—
Net gain (loss) recognized in other comprehensive income (loss)	—				(0.2		)		(0.2		)
Pension/postretirement adjustments:
Net actuarial gain (loss)	(1.7		)		0.6				(1.1		)
Reclassification adjustments	—				—				—
Net gain (loss) recognized in other comprehensive income (loss)	(1.7		)		0.6				(1.1		)
Other comprehensive income (loss) attributable to CBI	$	219.4			$	(22.5	)		$	196.9
For the Year Ended February 28, 2019
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)	$	(194.2	)		$	—			$	(194.2	)
Reclassification adjustments	—				—				—
Net gain (loss) recognized in other comprehensive income (loss)	(194.2		)		—				(194.2		)
Unrealized gain (loss) on cash flow hedges:
Net derivative gain (loss)	8.3				5.0				13.3
Reclassification adjustments	(3.6		)		0.9				(2.7		)
Net gain (loss) recognized in other comprehensive income (loss)	4.7				5.9				10.6
Unrealized gain (loss) on AFS debt securities:
Net AFS debt securities gain (loss)	(0.4		)		0.1				(0.3		)
Reclassification adjustments	1.9				0.9				2.8
Net gain (loss) recognized in other comprehensive income (loss)	1.5				1.0				2.5
Pension/postretirement adjustments:
Net actuarial gain (loss)	0.4				(0.1		)		0.3
Reclassification adjustments	0.3				(0.1		)		0.2
Net gain (loss) recognized in other comprehensive income (loss)	0.7				(0.2		)		0.5
Share of OCI of equity method investments:
Net gain (loss)	38.7				(9.1		)		29.6
Reclassification adjustments	—				—				—
Net gain (loss) recognized in other comprehensive income (loss)	38.7				(9.1		)		29.6
Other comprehensive income (loss) attributable to CBI	$	(148.6	)		$	(2.4	)		$	(151.0	)

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	Before Tax Amount				Tax (Expense) Benefit				Net of Tax Amount
(in millions)
For the Year Ended February 29, 2020
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)	$	83.4			$	—			$	83.4
Reclassification adjustments	(22.6		)		—				(22.6		)
Net gain (loss) recognized in other comprehensive income (loss)	60.8				—				60.8
Unrealized gain (loss) on cash flow hedges:
Net derivative gain (loss)	48.0				6.4				54.4
Reclassification adjustments	(15.3		)		(1.7		)		(17.0		)
Net gain (loss) recognized in other comprehensive income (loss)	32.7				4.7				37.4
Pension/postretirement adjustments:
Net actuarial gain (loss)	(3.1		)		0.9				(2.2		)
Reclassification adjustments	1.8				(0.1		)		1.7
Net gain (loss) recognized in other comprehensive income (loss)	(1.3		)		0.8				(0.5		)
Share of OCI of equity method investments:
Net gain (loss)	(13.3		)		3.2				(10.1		)
Reclassification adjustments	—				—				—
Net gain (loss) recognized in other comprehensive income (loss)	(13.3		)		3.2				(10.1		)
Other comprehensive income (loss) attributable to CBI	$	78.9			$	8.7			$	87.6

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

	Foreign Currency Translation Adjustments				Net Unrealized Gain (Loss) on Derivative Instruments				Pension/ Postretirement Adjustments				Share of OCI of Equity Method Investments				Accumulated Other Comprehensive Income (Loss)
(in millions)
Balance, February 28, 2019	$	(406.5	)		$	25.1			$	(2.1	)		$	29.6			$	(353.9	)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification adjustments	83.4				54.4				(2.2		)		(10.1		)		125.5
Amounts reclassified from accumulated other comprehensive income (loss)	(22.6		)		(17.0		)		1.7				—				(37.9		)
Other comprehensive income (loss)	60.8				37.4				(0.5		)		(10.1		)		87.6
Balance, February 29, 2020	$	(345.7	)		$	62.5			$	(2.6	)		$	19.5			$	(266.3	)

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

22**. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK**

Net sales to our five largest customers represented 32.5%, 32.7%, and 32.5% of our net sales for the years ended February 29, 2020, February 28, 2019, and February 28, 2018, 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 29, 2020			February 28, 2019			February 28, 2018
Southern Glazer’s Wine and Spirits
Net sales	10.5	%		12.9	%		13.0	%
Accounts receivable	27.2	%		30.8	%		28.1	%

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.

23**. BUSINESS SEGMENT INFORMATION**

Through February 28, 2019, our internal management financial reporting consisted of two business divisions: (i) Beer and (ii) Wine and Spirits. Beginning March 1, 2019, as a result of our November 2018 Canopy Investment and a change in our chief operating decision maker (“CODM”) on March 1, 2019, we have changed our internal management financial reporting to consist of three business divisions: (i) Beer, (ii) Wine and Spirits, and (iii) Canopy. Consequently, beginning with the first quarter of fiscal 2020, we report our operating results in four segments: (i) Beer, (ii) Wine and Spirits, (iii) Corporate Operations and Other, and (iv) Canopy. The Canopy Equity Method Investment makes up the Canopy segment.

In the Beer segment, our portfolio consists of high-end imported beer, craft beer, and alternative beverage alcohol 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 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 CODM’s evaluation of the operating income (loss) 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. Long-lived tangible assets and total asset information by segment is not provided to, or reviewed by, our CODM as it is not used to make strategic decisions, allocate resources, or assess performance.

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

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

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 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Cost of product sold
Strategic business development costs	$	(124.5	)		$	(6.0	)		$	—
Net gain (loss) on undesignated commodity derivative contracts	(49.0		)		1.8				7.4
Accelerated depreciation	(7.6		)		(8.9		)		—
Flow through of inventory step-up	(1.5		)		(4.9		)		(18.7		)
Settlements of undesignated commodity derivative contracts	11.7				(8.6		)		2.3
Recovery of (loss on) on inventory write-down	8.6				(3.3		)		(19.1		)
Total cost of product sold	(162.3		)		(29.9		)		(28.1		)
Selling, general, and administrative expenses
Restructuring and other strategic business development costs	(25.3		)		(17.1		)		(14.0		)
Impairment of intangible assets	(11.0		)		(108.0		)		(86.8		)
Transaction, integration, and other acquisition-related costs	(9.2		)		(10.2		)		(11.3		)
Net gain (loss) on foreign currency derivative contracts associated with acquisition of investment	—				(32.6		)		—
Deferred compensation	—				(16.3		)		—
Loss on contract termination (1)	—				—				(59.0		)
Other gains (losses) (2)	5.5				10.1				10.5
Total selling, general, and administrative expenses	(40.0		)		(174.1		)		(160.6		)
Impairment of assets held for sale	(449.7		)		—				—
Gain (loss) on sale of business	74.1				—				—
Comparable Adjustments, Operating income (loss)	$	(577.9	)		$	(204.0	)		$	(188.7	)

(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 the following:	For the Years Ended
		February 29, 2020			February 28, 2019			February 28, 2018
	Increase in our ownership interest in Nelson’s Green Brier	11.8			—			—
	Recognition of previously deferred gain upon release of a related guarantee	6.2			—			—
	(Increase) reduction in estimated fair value of a contingent liability associated with a prior period acquisition	(11.4	)		—			8.1
	Sale of certain non-core assets	(0.3	)		8.5			—

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. Amounts included below for the Canopy segment represent 100% of Canopy’s reported results on a two-month lag, prepared in accordance with U.S. GAAP, and converted from Canadian dollars to U.S. dollars. Although we own less than 100% of the outstanding shares of Canopy, 100% of the Canopy results are included in the information below and subsequently eliminated in order to reconcile to our consolidated financial statements. Segment information is as

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

follows:

	For the Years Ended
	February 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Beer
Net sales	$	5,615.9			$	5,202.1			$	4,660.4
Segment operating income (loss)	$	2,247.9			$	2,042.9			$	1,840.2
Capital expenditures	$	571.7			$	720.0			$	882.6
Depreciation and amortization	$	204.3			$	203.5			$	168.8
Wine and Spirits
Net sales:
Wine	$	2,367.5			$	2,532.5			$	2,556.3
Spirits	360.1				381.4				363.6
Net sales	$	2,727.6			$	2,913.9			$	2,919.9
Segment operating income (loss)	$	708.4			$	771.2			$	794.1
Income (loss) from unconsolidated investments	$	36.4			$	33.4			$	34.4
Equity method investments (1)	$	87.7			$	79.7			$	80.7
Capital expenditures	$	92.7			$	129.5			$	151.1
Depreciation and amortization	$	98.7			$	98.4			$	94.0
Corporate Operations and Other
Segment operating income (loss)	$	(223.9	)		$	(197.9	)		$	(165.8	)
Income (loss) from unconsolidated investments	$	(3.2	)		$	(0.2	)		$	0.2
Equity method investments	$	94.5			$	53.8			$	40.8
Capital expenditures	$	62.1			$	36.8			$	23.9
Depreciation and amortization	$	21.6			$	28.3			$	36.9
Canopy
Net sales	$	290.2			$	48.6			NA
Segment operating income (loss)	$	(685.8	)		$	(82.7	)		NA
Capital expenditures	$	572.8			$	449.8			NA
Depreciation and amortization	$	81.4			$	21.9			NA
Consolidation and Eliminations
Net sales	$	(290.2	)		$	(48.6	)		$	—
Operating income (loss)	$	685.8			$	82.7			$	—
Income (loss) from unconsolidated investments	$	(221.7	)		$	(16.5	)		$	—
Equity method investments	$	2,911.7			$	3,332.1			$	—
Capital expenditures	$	(572.8	)		$	(449.8	)		$	—
Depreciation and amortization	$	(81.4	)		$	(21.9	)		$	—
Comparable Adjustments
Operating income (loss)	$	(577.9	)		$	(204.0	)		$	(188.7	)
Income (loss) from unconsolidated investments	$	(2,480.1	)		$	2,084.9			$	452.6
Depreciation and amortization	$	7.6			$	8.9			$	—

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

	For the Years Ended
	February 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Consolidated
Net sales	$	8,343.5			$	8,116.0			$	7,580.3
Operating income (loss)	$	2,154.5			$	2,412.2			$	2,279.8
Income (loss) from unconsolidated investments (2)	$	(2,668.6	)		$	2,101.6			$	487.2
Equity method investments (1)	$	3,093.9			$	3,465.6			$	121.5
Capital expenditures	$	726.5			$	886.3			$	1,057.6
Depreciation and amortization	$	332.2			$	339.1			$	299.7

(1)	Equity method investments balance at February 29, 2020, excludes amounts reclassified to assets held for sale.
(2)	Income (loss) from unconsolidated investments consists of:		For the Years Ended
			February 29, 2020				February 28, 2019				February 28, 2018
	(in millions)
	Unrealized net gain (loss) on securities measured at fair value		$	(2,126.4	)		$	1,971.2			$	464.3
	Net gain (loss) on sale of unconsolidated investment		0.4				99.8				—
	Equity in earnings (losses) from Canopy and related activities (i)		(575.9		)		(2.6		)		—
	Equity in earnings (losses) from other equity method investees		33.3				33.2				34.6
	Other (ii)		—				—				(11.7		)
			$	(2,668.6	)		$	2,101.6			$	487.2
	(i)	Includes the June 2019 Modification Loss
	(ii)	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 and Italy 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 29, 2020				February 28, 2019				February 28, 2018
(in millions)
Net sales
U.S.	$	8,116.2			$	7,894.8			$	7,325.4
Non-U.S. (primarily Canada)	227.3				221.2				254.9
	$	8,343.5			$	8,116.0			$	7,580.3

	February 29, 2020				February 28, 2019
(in millions)
Long-lived tangible assets (1)
U.S.	$	897.7			$	1,127.7
Non-U.S. (primarily Mexico)	4,435.3				4,139.6
	$	5,333.0			$	5,267.3

(1)	Long-lived tangible assets balance at February 29, 2020, excludes amounts reclassified to assets held for sale.

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24**. SUBSEQUENT EVENT**

COVID-19

We have an existing Crisis Management Committee that has been closely monitoring the impact of the novel strain of a virus, COVID-19, on our Company and our workforce since January 2020. In March 2020, the WHO recognized COVID-19 as a pandemic. COVID-19 has severely restricted the level of economic activity around the world. In most of our locations, the beverage alcohol industry has been classified as an essential business and as such we are still able to produce and sell our products. COVID-19 has affected us primarily in the reduction of depletion volume on our products in the on-premise business due to shelter in place mandates and bar and restaurant closures. The on-premise business has historically been about 10% to 15% of our depletion volume for beer, wine, and spirits.

Currently, our major breweries, wineries, and bottling facilities are still operating but, in some instances, at lower production levels than planned. We have closed all hospitality, tasting rooms, retail, restaurants, and other non-essential public facilities. However, our supply chains and distribution channels have not been materially impacted and we have adequate supply of products to meet forecasted demand. The March 2020 closure of the U.S. and Mexico border to non-essential travel does not impact the movement of commercial products including the products we manufacture in Mexico and import to the U.S.

We have implemented various measures to reduce the spread of the virus including working from home, restricting visitors to our production locations, splitting our production workforces, reducing the on-site production workforce levels, screening workers before they enter facilities, implementing social distancing, and encouraging employees to adhere to prevention measures recommended by the CDC and the WHO. Since our non-production workforce is able to work remotely using various technology tools, we are able to maintain our operations and internal controls over financial reporting and disclosures.

25**. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)**

A summary of selected quarterly financial information is as follows:

	For the Quarters Ended
	May 31, 2019				August 31, 2019				November 30, 2019				February 29, 2020				Full Year
(in millions, except per share data)
Fiscal 2020
Net sales	$	2,097.2			$	2,344.0			$	1,999.4			$	1,902.9			$	8,343.5
Gross profit	$	1,028.7			$	1,185.9			$	987.5			$	949.8			$	4,151.9
Net income (loss) attributable to CBI (1)	$	(245.4	)		$	(525.2	)		$	360.4			$	398.4			$	(11.8	)
Net income (loss) per common share attributable to CBI (1) (2):
Basic – Class A Common Stock	$	(1.30	)		$	(2.77	)		$	1.90			$	2.10			$	(0.07	)
Basic – Class B Convertible Common Stock	$	(1.19	)		$	(2.52	)		$	1.73			$	1.91			$	(0.07	)
Diluted – Class A Common Stock	$	(1.30	)		$	(2.77	)		$	1.85			$	2.04			$	(0.07	)
Diluted – Class B Convertible Common Stock	$	(1.19	)		$	(2.52	)		$	1.71			$	1.89			$	(0.07	)

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PART II	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Table of Contents

	For the Quarters Ended
	May 31, 2018				August 31, 2018				November 30, 2018				February 28, 2019				Full Year
(in millions, except per share data)
Fiscal 2019
Net sales	$	2,047.1			$	2,299.1			$	1,972.6			$	1,797.2			$	8,116.0
Gross profit	$	1,048.6			$	1,168.2			$	970.0			$	893.5			$	4,080.3
Net income (loss) attributable to CBI (1)	$	743.8			$	1,149.5			$	303.1			$	1,239.5			$	3,435.9
Net income (loss) 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

(1)	Includes the following:	For the Quarters Ended
		May 31, 2019				August 31, 2019				November 30, 2019				February 29, 2020
	(in millions, net of income tax effect)
	Unrealized net gain (loss) on securities measured at fair value	$	(633.5	)		$	(667.6	)		$	(411.3	)		$	56.9
	Impairment of asset held for sale	$	—			$	(20.4	)		$	(294.8	)		$	(33.2	)
	Equity in earnings (losses) from Canopy	$	(78.2	)		$	(366.7	)		$	41.4			$	(15.6	)
	Inventory write-downs	$	(20.6	)		$	(10.3	)		$	(46.7	)		$	(0.3	)
	Net income tax benefit recognized in connection with tax reform in Switzerland	$	—			$	—			$	547.4			$	—
	Gain (loss) on sale of business	$	—			$	—			$	59.0			$	5.2
	Net income tax (provision) benefit recognized for adjustments to valuation allowances	$	54.1			$	—			$	—			$	(25.0	)
		For the Quarters Ended
		May 31, 2018				August 31, 2018				November 30, 2018				February 28, 2019
	(in millions, net of income tax effect)
	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	)
	Net income tax (provision) benefit recognized for adjustments to valuation allowances	$	—			$	—			$	—			$	50.1
(2)	The sum of the quarterly net income (loss) per common share for Fiscal 2020 and Fiscal 2019 may not equal the total computed for the respective years as the net income (loss) per common share is computed independently for each of the quarters presented and for the full year.

Constellation Brands, Inc. FY 2020 Form 10-K	#WORTHREACHINGFOR I 121

PART II	OTHER KEY INFORMATION	Table of Contents