| CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION:
Subsequent to May 31, 2017, certain subsidiaries of the Company which were previously included as Subsidiary Guarantors (as defined below) became Subsidiary Nonguarantors (as defined below) under the Company’s existing indentures. The following information sets forth the condensed consolidating balance sheets as of May 31, 2017, and February 28, 2017, the condensed consolidating statements of comprehensive income for the three months ended May 31, 2017, and May 31, 2016, and the condensed consolidating statements of cash flows for the three months ended May 31, 2017, and May 31, 2016, for the parent company, our combined subsidiaries which guarantee our senior notes (“Subsidiary Guarantors”), our combined subsidiaries which are not Subsidiary Guarantors (primarily foreign subsidiaries) (“Subsidiary Nonguarantors”) and the Company, as if the new Subsidiary Nonguarantors had been in place as of and for all periods presented. The Subsidiary Guarantors are 100% owned, directly or indirectly, by the parent company and the guarantees are joint and several obligations of each of the Subsidiary Guarantors. The guarantees are full and unconditional, as those terms are used in Rule 3-10 of Regulation S-X, except that a Subsidiary Guarantor can be automatically released and relieved of its obligations under certain customary circumstances contained in the indentures governing our senior notes. These customary circumstances include, so long as other applicable provisions of the indentures are adhered to, the termination or release of a Subsidiary Guarantor’s guarantee of other indebtedness or upon the legal defeasance or covenant defeasance or satisfaction and discharge of our senior notes. Separate financial information for our Subsidiary Guarantors is not presented because we have determined that such financial information would not be material to investors. The accounting policies of the parent company, the Subsidiary Guarantors and the Subsidiary Nonguarantors are the same as those described for the Company in Note 1 of our consolidated financial statements included in our 2017 Annual Report, and include the recently adopted accounting guidance described in Note 2 herein. There are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to us in the form of cash dividends, loans or advances.
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Parent
Company
|
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Subsidiary
Guarantors
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Subsidiary
Nonguarantors
|
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Eliminations |
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Consolidated |
(in millions) |
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Condensed Consolidating Balance Sheet at May 31, 2017 |
Current assets: |
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|
|
|
|
|
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Cash and cash equivalents |
$ |
32.6 |
|
|
$ |
6.4 |
|
|
$ |
160.1 |
|
|
$ |
— |
|
|
$ |
199.1 |
|
Accounts receivable |
1.7 |
|
|
9.8 |
|
|
820.5 |
|
|
— |
|
|
832.0 |
|
Inventories |
170.8 |
|
|
1,425.9 |
|
|
523.7 |
|
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(183.5 |
) |
|
1,936.9 |
|
Intercompany receivable |
22,784.6 |
|
|
31,848.6 |
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|
15,813.9 |
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(70,447.1 |
) |
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— |
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Prepaid expenses and other |
90.6 |
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62.7 |
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|
319.2 |
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(80.0 |
) |
|
392.5 |
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Total current assets |
23,080.3 |
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|
33,353.4 |
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17,637.4 |
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(70,710.6 |
) |
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3,360.5 |
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Property, plant and equipment |
70.1 |
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|
680.0 |
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3,436.8 |
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— |
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|
4,186.9 |
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Investments in subsidiaries |
17,551.5 |
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|
268.6 |
|
|
5,486.3 |
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(23,306.4 |
) |
|
— |
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Goodwill |
— |
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6,185.6 |
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1,786.7 |
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— |
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7,972.3 |
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Intangible assets |
— |
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722.1 |
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2,567.6 |
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— |
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3,289.7 |
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Intercompany notes receivable |
5,129.9 |
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2,178.4 |
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— |
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(7,308.3 |
) |
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— |
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Other assets |
17.8 |
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4.9 |
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127.3 |
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— |
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150.0 |
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Total assets |
$ |
45,849.6 |
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$ |
43,393.0 |
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$ |
31,042.1 |
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$ |
(101,325.3 |
) |
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$ |
18,959.4 |
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Current liabilities: |
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Notes payable to banks |
$ |
485.0 |
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$ |
— |
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$ |
503.1 |
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$ |
— |
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$ |
988.1 |
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Current maturities of long-term debt |
4.5 |
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15.0 |
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|
126.7 |
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— |
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|
146.2 |
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Accounts payable |
35.7 |
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147.5 |
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|
375.6 |
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— |
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|
558.8 |
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Intercompany payable |
32,047.5 |
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24,308.6 |
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14,091.0 |
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(70,447.1 |
) |
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— |
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Other accrued expenses and liabilities |
201.8 |
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|
274.3 |
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121.5 |
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(108.3 |
) |
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489.3 |
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Total current liabilities |
32,774.5 |
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|
24,745.4 |
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15,217.9 |
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(70,555.4 |
) |
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2,182.4 |
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Long-term debt, less current maturities |
5,638.1 |
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8.1 |
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2,431.0 |
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— |
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8,077.2 |
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Deferred income taxes |
13.6 |
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|
687.4 |
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|
434.5 |
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— |
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1,135.5 |
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Intercompany notes payable |
— |
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4,690.1 |
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2,618.2 |
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(7,308.3 |
) |
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— |
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Other liabilities |
33.7 |
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10.6 |
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|
122.2 |
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— |
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|
166.5 |
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Total liabilities |
38,459.9 |
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30,141.6 |
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20,823.8 |
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(77,863.7 |
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11,561.6 |
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Total CBI stockholders’ equity |
7,389.7 |
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13,251.4 |
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10,210.2 |
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(23,461.6 |
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7,389.7 |
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Noncontrolling interests |
— |
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— |
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8.1 |
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— |
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8.1 |
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Total stockholders’ equity |
7,389.7 |
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13,251.4 |
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10,218.3 |
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(23,461.6 |
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7,397.8 |
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Total liabilities and stockholders’ equity |
$ |
45,849.6 |
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$ |
43,393.0 |
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$ |
31,042.1 |
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$ |
(101,325.3 |
) |
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$ |
18,959.4 |
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Parent
Company
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Subsidiary
Guarantors
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Subsidiary
Nonguarantors
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Eliminations |
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Consolidated |
(in millions) |
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Condensed Consolidating Balance Sheet at February 28, 2017 |
Current assets: |
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Cash and cash equivalents |
$ |
9.6 |
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$ |
5.3 |
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$ |
162.5 |
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$ |
— |
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$ |
177.4 |
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Accounts receivable |
2.4 |
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|
18.1 |
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|
716.5 |
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— |
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|
737.0 |
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Inventories |
162.3 |
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|
1,456.6 |
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|
502.8 |
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(166.6 |
) |
|
1,955.1 |
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Intercompany receivable |
21,894.2 |
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30,298.2 |
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|
14,985.4 |
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(67,177.8 |
) |
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— |
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Prepaid expenses and other |
40.4 |
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69.1 |
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|
235.2 |
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15.8 |
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|
360.5 |
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Total current assets |
22,108.9 |
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|
31,847.3 |
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16,602.4 |
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(67,328.6 |
) |
|
3,230.0 |
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Property, plant and equipment |
69.5 |
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|
680.1 |
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3,183.2 |
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— |
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|
3,932.8 |
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Investments in subsidiaries |
16,965.2 |
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|
267.2 |
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|
5,370.3 |
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(22,602.7 |
) |
|
— |
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Goodwill |
— |
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|
6,185.5 |
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|
1,735.0 |
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— |
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|
7,920.5 |
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Intangible assets |
— |
|
|
810.2 |
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|
2,567.5 |
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|
— |
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|
3,377.7 |
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Intercompany notes receivable |
5,074.5 |
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|
2,155.5 |
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|
— |
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(7,230.0 |
) |
|
— |
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Other assets |
17.9 |
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|
4.5 |
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|
119.0 |
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|
— |
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|
141.4 |
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Total assets |
$ |
44,236.0 |
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|
$ |
41,950.3 |
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|
$ |
29,577.4 |
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|
$ |
(97,161.3 |
) |
|
$ |
18,602.4 |
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|
|
|
|
|
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|
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Current liabilities: |
|
|
|
|
|
|
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|
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Notes payable to banks |
$ |
231.0 |
|
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$ |
— |
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$ |
375.5 |
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$ |
— |
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|
$ |
606.5 |
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Current maturities of long-term debt |
767.9 |
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|
16.2 |
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|
126.8 |
|
|
— |
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|
910.9 |
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Accounts payable |
47.6 |
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|
57.5 |
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|
454.7 |
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— |
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|
559.8 |
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Intercompany payable |
30,722.8 |
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|
23,203.3 |
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|
13,251.7 |
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(67,177.8 |
) |
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— |
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Other accrued expenses and liabilities |
270.2 |
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|
203.5 |
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|
175.6 |
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(28.9 |
) |
|
620.4 |
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Total current liabilities |
32,039.5 |
|
|
23,480.5 |
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|
14,384.3 |
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(67,206.7 |
) |
|
2,697.6 |
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Long-term debt, less current maturities |
5,260.2 |
|
|
11.8 |
|
|
2,448.7 |
|
|
— |
|
|
7,720.7 |
|
Deferred income taxes |
13.3 |
|
|
698.0 |
|
|
422.3 |
|
|
— |
|
|
1,133.6 |
|
Intercompany notes payable |
— |
|
|
4,639.4 |
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|
2,590.6 |
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(7,230.0 |
) |
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— |
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Other liabilities |
31.8 |
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|
8.9 |
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|
125.0 |
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— |
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|
165.7 |
|
Total liabilities |
37,344.8 |
|
|
28,838.6 |
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|
19,970.9 |
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(74,436.7 |
) |
|
11,717.6 |
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Total CBI stockholders’ equity |
6,891.2 |
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|
13,111.7 |
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|
9,612.9 |
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(22,724.6 |
) |
|
6,891.2 |
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Noncontrolling interests |
— |
|
|
— |
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(6.4 |
) |
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— |
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|
(6.4 |
) |
Total stockholders’ equity |
6,891.2 |
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|
13,111.7 |
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9,606.5 |
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(22,724.6 |
) |
|
6,884.8 |
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Total liabilities and stockholders’ equity |
$ |
44,236.0 |
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|
$ |
41,950.3 |
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$ |
29,577.4 |
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$ |
(97,161.3 |
) |
|
$ |
18,602.4 |
|
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|
|
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|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
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Eliminations |
|
Consolidated |
(in millions) |
|
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|
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|
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended May 31, 2017 |
Sales |
$ |
698.8 |
|
|
$ |
1,753.2 |
|
|
$ |
903.3 |
|
|
$ |
(1,240.0 |
) |
|
$ |
2,115.3 |
|
Less – excise taxes |
(83.6 |
) |
|
(93.4 |
) |
|
(2.8 |
) |
|
— |
|
|
(179.8 |
) |
Net sales |
615.2 |
|
|
1,659.8 |
|
|
900.5 |
|
|
(1,240.0 |
) |
|
1,935.5 |
|
Cost of product sold |
(477.2 |
) |
|
(1,214.6 |
) |
|
(470.3 |
) |
|
1,221.9 |
|
|
(940.2 |
) |
Gross profit |
138.0 |
|
|
445.2 |
|
|
430.2 |
|
|
(18.1 |
) |
|
995.3 |
|
Selling, general and administrative expenses |
(105.0 |
) |
|
(281.5 |
) |
|
(43.5 |
) |
|
2.8 |
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|
(427.2 |
) |
Operating income |
33.0 |
|
|
163.7 |
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|
386.7 |
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(15.3 |
) |
|
568.1 |
|
Equity in earnings (losses) of equity method investees and subsidiaries |
433.5 |
|
|
(11.5 |
) |
|
116.2 |
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|
(537.8 |
) |
|
0.4 |
|
Interest income |
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
0.1 |
|
Intercompany interest income |
57.9 |
|
|
117.4 |
|
|
1.2 |
|
|
(176.5 |
) |
|
— |
|
Interest expense |
(65.2 |
) |
|
(0.3 |
) |
|
(17.0 |
) |
|
— |
|
|
(82.5 |
) |
Intercompany interest expense |
(93.3 |
) |
|
(49.3 |
) |
|
(33.9 |
) |
|
176.5 |
|
|
— |
|
Loss on write-off of debt issuance costs |
(6.7 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(6.7 |
) |
Income before income taxes |
359.2 |
|
|
220.0 |
|
|
453.3 |
|
|
(553.1 |
) |
|
479.4 |
|
(Provision for) benefit from income taxes |
43.6 |
|
|
(69.6 |
) |
|
(31.9 |
) |
|
(16.2 |
) |
|
(74.1 |
) |
Net income |
402.8 |
|
|
150.4 |
|
|
421.4 |
|
|
(569.3 |
) |
|
405.3 |
|
Net income attributable to noncontrolling interests |
— |
|
|
— |
|
|
(2.5 |
) |
|
— |
|
|
(2.5 |
) |
Net income attributable to CBI |
$ |
402.8 |
|
|
$ |
150.4 |
|
|
$ |
418.9 |
|
|
$ |
(569.3 |
) |
|
$ |
402.8 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI |
$ |
590.3 |
|
|
$ |
151.3 |
|
|
$ |
607.6 |
|
|
$ |
(758.9 |
) |
|
$ |
590.3 |
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended May 31, 2016 |
Sales |
$ |
623.7 |
|
|
$ |
1,643.9 |
|
|
$ |
1,003.6 |
|
|
$ |
(1,218.2 |
) |
|
$ |
2,053.0 |
|
Less – excise taxes |
(78.0 |
) |
|
(86.8 |
) |
|
(16.4 |
) |
|
— |
|
|
(181.2 |
) |
Net sales |
545.7 |
|
|
1,557.1 |
|
|
987.2 |
|
|
(1,218.2 |
) |
|
1,871.8 |
|
Cost of product sold |
(451.4 |
) |
|
(1,146.8 |
) |
|
(569.5 |
) |
|
1,177.2 |
|
|
(990.5 |
) |
Gross profit |
94.3 |
|
|
410.3 |
|
|
417.7 |
|
|
(41.0 |
) |
|
881.3 |
|
Selling, general and administrative expenses |
(91.4 |
) |
|
(173.6 |
) |
|
(69.1 |
) |
|
5.5 |
|
|
(328.6 |
) |
Operating income |
2.9 |
|
|
236.7 |
|
|
348.6 |
|
|
(35.5 |
) |
|
552.7 |
|
Equity in earnings (losses) of equity method investees and subsidiaries |
369.0 |
|
|
(11.3 |
) |
|
100.5 |
|
|
(457.5 |
) |
|
0.7 |
|
Interest income |
0.1 |
|
|
— |
|
|
0.3 |
|
|
— |
|
|
0.4 |
|
Intercompany interest income |
57.4 |
|
|
96.0 |
|
|
0.9 |
|
|
(154.3 |
) |
|
— |
|
Interest expense |
(74.3 |
) |
|
(0.4 |
) |
|
(10.3 |
) |
|
— |
|
|
(85.0 |
) |
Intercompany interest expense |
(73.2 |
) |
|
(51.7 |
) |
|
(29.4 |
) |
|
154.3 |
|
|
— |
|
Income before income taxes |
281.9 |
|
|
269.3 |
|
|
410.6 |
|
|
(493.0 |
) |
|
468.8 |
|
(Provision for) benefit from income taxes |
36.4 |
|
|
(103.0 |
) |
|
(94.5 |
) |
|
11.4 |
|
|
(149.7 |
) |
Net income |
318.3 |
|
|
166.3 |
|
|
316.1 |
|
|
(481.6 |
) |
|
319.1 |
|
Net income attributable to noncontrolling interests |
— |
|
|
— |
|
|
(0.8 |
) |
|
— |
|
|
(0.8 |
) |
Net income attributable to CBI |
$ |
318.3 |
|
|
$ |
166.3 |
|
|
$ |
315.3 |
|
|
$ |
(481.6 |
) |
|
$ |
318.3 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI |
$ |
314.3 |
|
|
$ |
165.2 |
|
|
$ |
312.0 |
|
|
$ |
(477.2 |
) |
|
$ |
314.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Three Months Ended May 31, 2017 |
Net cash provided by (used in) operating activities |
$ |
(161.0 |
) |
|
$ |
488.9 |
|
|
$ |
53.7 |
|
|
$ |
— |
|
|
$ |
381.6 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
(4.8 |
) |
|
(21.9 |
) |
|
(190.4 |
) |
|
— |
|
|
(217.1 |
) |
Payments related to sale of business |
— |
|
|
— |
|
|
(5.0 |
) |
|
— |
|
|
(5.0 |
) |
Net proceeds from intercompany notes |
419.3 |
|
|
— |
|
|
0.9 |
|
|
(420.2 |
) |
|
— |
|
Net investments in equity affiliates |
(5.8 |
) |
|
— |
|
|
— |
|
|
5.8 |
|
|
— |
|
Other investing activities |
— |
|
|
— |
|
|
0.8 |
|
|
— |
|
|
0.8 |
|
Net cash provided by (used in) investing activities |
408.7 |
|
|
(21.9 |
) |
|
(193.7 |
) |
|
(414.4 |
) |
|
(221.3 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Dividends paid to parent company |
— |
|
|
— |
|
|
(8.0 |
) |
|
8.0 |
|
|
— |
|
Net contributions from equity affiliates |
— |
|
|
11.3 |
|
|
2.5 |
|
|
(13.8 |
) |
|
— |
|
Net proceeds from (repayments of) intercompany notes |
(1.7 |
) |
|
(450.9 |
) |
|
32.4 |
|
|
420.2 |
|
|
— |
|
Principal payments of long-term debt |
(1,876.8 |
) |
|
(4.9 |
) |
|
(31.7 |
) |
|
— |
|
|
(1,913.4 |
) |
Dividends paid |
(100.5 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(100.5 |
) |
Payments of minimum tax withholdings on stock-based payment awards |
— |
|
|
(21.4 |
) |
|
(0.9 |
) |
|
— |
|
|
(22.3 |
) |
Payments of debt issuance costs |
(11.8 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(11.8 |
) |
Proceeds from issuance of long-term debt |
1,495.5 |
|
|
— |
|
|
13.0 |
|
|
— |
|
|
1,508.5 |
|
Net proceeds from notes payable |
254.0 |
|
|
— |
|
|
127.3 |
|
|
— |
|
|
381.3 |
|
Proceeds from shares issued under equity compensation plans |
16.6 |
|
|
— |
|
|
— |
|
|
— |
|
|
16.6 |
|
Net cash provided by (used in) financing activities |
(224.7 |
) |
|
(465.9 |
) |
|
134.6 |
|
|
414.4 |
|
|
(141.6 |
) |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
— |
|
|
— |
|
|
3.0 |
|
|
— |
|
|
3.0 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
23.0 |
|
|
1.1 |
|
|
(2.4 |
) |
|
— |
|
|
21.7 |
|
Cash and cash equivalents, beginning of period |
9.6 |
|
|
5.3 |
|
|
162.5 |
|
|
— |
|
|
177.4 |
|
Cash and cash equivalents, end of period |
$ |
32.6 |
|
|
$ |
6.4 |
|
|
$ |
160.1 |
|
|
$ |
— |
|
|
$ |
199.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Three Months Ended May 31, 2016 |
Net cash provided by operating activities |
$ |
128.2 |
|
|
$ |
38.5 |
|
|
$ |
529.2 |
|
|
$ |
(350.0 |
) |
|
$ |
345.9 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
(4.1 |
) |
|
(14.9 |
) |
|
(150.4 |
) |
|
— |
|
|
(169.4 |
) |
Purchase of business |
— |
|
|
— |
|
|
(284.9 |
) |
|
— |
|
|
(284.9 |
) |
Net repayments of intercompany notes |
(377.2 |
) |
|
— |
|
|
— |
|
|
377.2 |
|
|
— |
|
Net returns of capital from equity affiliates |
4.8 |
|
|
— |
|
|
— |
|
|
(4.8 |
) |
|
— |
|
Other investing activities |
0.1 |
|
|
— |
|
|
0.3 |
|
|
— |
|
|
0.4 |
|
Net cash used in investing activities |
(376.4 |
) |
|
(14.9 |
) |
|
(435.0 |
) |
|
372.4 |
|
|
(453.9 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Dividends paid to parent company |
— |
|
|
— |
|
|
(357.0 |
) |
|
357.0 |
|
|
— |
|
Net contributions from equity affiliates |
— |
|
|
— |
|
|
2.2 |
|
|
(2.2 |
) |
|
— |
|
Net proceeds from intercompany notes |
275.5 |
|
|
27.6 |
|
|
74.1 |
|
|
(377.2 |
) |
|
— |
|
Principal payments of long-term debt |
(16.5 |
) |
|
(5.9 |
) |
|
(71.8 |
) |
|
— |
|
|
(94.2 |
) |
Dividends paid |
(79.3 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(79.3 |
) |
Payments of minimum tax withholdings on stock-based payment awards |
— |
|
|
(42.5 |
) |
|
(3.0 |
) |
|
— |
|
|
(45.5 |
) |
Payments of debt issuance costs |
— |
|
|
— |
|
|
(3.2 |
) |
|
— |
|
|
(3.2 |
) |
Proceeds from issuance of long-term debt |
— |
|
|
— |
|
|
709.5 |
|
|
— |
|
|
709.5 |
|
Net repayments of notes payable |
— |
|
|
— |
|
|
(379.1 |
) |
|
— |
|
|
(379.1 |
) |
Proceeds from shares issued under equity compensation plans |
15.9 |
|
|
— |
|
|
— |
|
|
— |
|
|
15.9 |
|
Excess tax benefits from stock-based payment awards |
68.8 |
|
|
— |
|
|
— |
|
|
— |
|
|
68.8 |
|
Purchases of treasury stock |
(1.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1.0 |
) |
Net cash provided by (used in) financing activities |
263.4 |
|
|
(20.8 |
) |
|
(28.3 |
) |
|
(22.4 |
) |
|
191.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
and cash equivalents
|
— |
|
|
— |
|
|
0.3 |
|
|
— |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
15.2 |
|
|
2.8 |
|
|
66.2 |
|
|
— |
|
|
84.2 |
|
Cash and cash equivalents, beginning of period |
6.0 |
|
|
3.6 |
|
|
73.5 |
|
|
— |
|
|
83.1 |
|
Cash and cash equivalents, end of period |
$ |
21.2 |
|
|
$ |
6.4 |
|
|
$ |
139.7 |
|
|
$ |
— |
|
|
$ |
167.3 |
|
|
CONDENSED CONSOLIDATING FINANCIAL INFORMATION:
Subsequent to February 28, 2017, certain subsidiaries of the Company which were previously included as Subsidiary Guarantors (as defined below) became Subsidiary Nonguarantors (as defined below) under the Company’s existing indentures. The following information sets forth the condensed consolidating balance sheets as of February 28, 2017, and February 29, 2016, the condensed consolidating statements of comprehensive income for the years ended February 28, 2017, February 29, 2016, and February 28, 2015, and the condensed consolidating statements of cash flows for the years ended February 28, 2017, February 29, 2016, and February 28, 2015, for the parent company, our combined subsidiaries which guarantee our senior notes (“Subsidiary Guarantors”), our combined subsidiaries which are not Subsidiary Guarantors (primarily foreign subsidiaries) (“Subsidiary Nonguarantors”) and the Company, as if the new Subsidiary Nonguarantors had been in place as of and for all periods presented. The Subsidiary Guarantors are 100% owned, directly or indirectly, by the parent company and the guarantees are joint and several obligations of each of the Subsidiary Guarantors. The guarantees are full and unconditional, as those terms are used in Rule 3-10 of Regulation S-X, except that a Subsidiary Guarantor can be automatically released and relieved of its obligations under certain customary circumstances contained in the indentures governing our senior notes. These customary circumstances include, so long as other applicable provisions of the indentures are adhered to, the termination or release of a Subsidiary Guarantor’s guarantee of other indebtedness or upon the legal defeasance or covenant defeasance or satisfaction and discharge of our senior notes. Separate financial statements for our Subsidiary Guarantors are not presented because we have determined that such financial statements would not be material to investors. The accounting policies of the parent company, the Subsidiary Guarantors and the Subsidiary Nonguarantors are the same as those described for the Company in the Summary of Significant Accounting Policies in Note 1. There are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to us in the form of cash dividends, loans or advances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet at February 28, 2017 |
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
9.6 |
|
|
$ |
5.3 |
|
|
$ |
162.5 |
|
|
$ |
— |
|
|
$ |
177.4 |
|
Accounts receivable |
2.4 |
|
|
18.1 |
|
|
716.5 |
|
|
— |
|
|
737.0 |
|
Inventories |
162.3 |
|
|
1,456.6 |
|
|
502.8 |
|
|
(166.6 |
) |
|
1,955.1 |
|
Intercompany receivable |
21,894.2 |
|
|
30,298.2 |
|
|
14,985.4 |
|
|
(67,177.8 |
) |
|
— |
|
Prepaid expenses and other |
40.4 |
|
|
69.1 |
|
|
235.2 |
|
|
15.8 |
|
|
360.5 |
|
Total current assets |
22,108.9 |
|
|
31,847.3 |
|
|
16,602.4 |
|
|
(67,328.6 |
) |
|
3,230.0 |
|
Property, plant and equipment |
69.5 |
|
|
680.1 |
|
|
3,183.2 |
|
|
— |
|
|
3,932.8 |
|
Investments in subsidiaries |
16,965.2 |
|
|
267.2 |
|
|
5,370.3 |
|
|
(22,602.7 |
) |
|
— |
|
Goodwill |
— |
|
|
6,185.5 |
|
|
1,735.0 |
|
|
— |
|
|
7,920.5 |
|
Intangible assets |
— |
|
|
810.2 |
|
|
2,567.5 |
|
|
— |
|
|
3,377.7 |
|
Intercompany notes receivable |
5,074.5 |
|
|
2,155.5 |
|
|
— |
|
|
(7,230.0 |
) |
|
— |
|
Other assets |
17.9 |
|
|
4.5 |
|
|
119.0 |
|
|
— |
|
|
141.4 |
|
Total assets |
$ |
44,236.0 |
|
|
$ |
41,950.3 |
|
|
$ |
29,577.4 |
|
|
$ |
(97,161.3 |
) |
|
$ |
18,602.4 |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Notes payable to banks |
$ |
231.0 |
|
|
$ |
— |
|
|
$ |
375.5 |
|
|
$ |
— |
|
|
$ |
606.5 |
|
Current maturities of long-term debt |
767.9 |
|
|
16.2 |
|
|
126.8 |
|
|
— |
|
|
910.9 |
|
Accounts payable |
47.6 |
|
|
57.5 |
|
|
454.7 |
|
|
— |
|
|
559.8 |
|
Accrued excise taxes |
17.8 |
|
|
26.0 |
|
|
0.8 |
|
|
— |
|
|
44.6 |
|
Intercompany payable |
30,722.8 |
|
|
23,203.3 |
|
|
13,251.7 |
|
|
(67,177.8 |
) |
|
— |
|
Other accrued expenses and liabilities |
252.4 |
|
|
177.5 |
|
|
174.8 |
|
|
(28.9 |
) |
|
575.8 |
|
Total current liabilities |
32,039.5 |
|
|
23,480.5 |
|
|
14,384.3 |
|
|
(67,206.7 |
) |
|
2,697.6 |
|
Long-term debt, less current maturities |
5,260.2 |
|
|
11.8 |
|
|
2,448.7 |
|
|
— |
|
|
7,720.7 |
|
Deferred income taxes |
13.3 |
|
|
698.0 |
|
|
422.3 |
|
|
— |
|
|
1,133.6 |
|
Intercompany notes payable |
— |
|
|
4,639.4 |
|
|
2,590.6 |
|
|
(7,230.0 |
) |
|
— |
|
Other liabilities |
31.8 |
|
|
8.9 |
|
|
125.0 |
|
|
— |
|
|
165.7 |
|
Total liabilities |
37,344.8 |
|
|
28,838.6 |
|
|
19,970.9 |
|
|
(74,436.7 |
) |
|
11,717.6 |
|
Total CBI stockholders’ equity |
6,891.2 |
|
|
13,111.7 |
|
|
9,612.9 |
|
|
(22,724.6 |
) |
|
6,891.2 |
|
Noncontrolling interests |
— |
|
|
— |
|
|
(6.4 |
) |
|
— |
|
|
(6.4 |
) |
Total stockholders’ equity |
6,891.2 |
|
|
13,111.7 |
|
|
9,606.5 |
|
|
(22,724.6 |
) |
|
6,884.8 |
|
Total liabilities and stockholders’ equity |
$ |
44,236.0 |
|
|
$ |
41,950.3 |
|
|
$ |
29,577.4 |
|
|
$ |
(97,161.3 |
) |
|
$ |
18,602.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet at February 29, 2016 |
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
6.0 |
|
|
$ |
3.6 |
|
|
$ |
73.5 |
|
|
$ |
— |
|
|
$ |
83.1 |
|
Accounts receivable |
0.4 |
|
|
21.8 |
|
|
710.3 |
|
|
— |
|
|
732.5 |
|
Inventories |
151.6 |
|
|
1,345.8 |
|
|
481.5 |
|
|
(127.3 |
) |
|
1,851.6 |
|
Intercompany receivable |
16,759.0 |
|
|
24,420.0 |
|
|
11,756.2 |
|
|
(52,935.2 |
) |
|
— |
|
Prepaid expenses and other |
29.6 |
|
|
57.1 |
|
|
347.0 |
|
|
(123.3 |
) |
|
310.4 |
|
Total current assets |
16,946.6 |
|
|
25,848.3 |
|
|
13,368.5 |
|
|
(53,185.8 |
) |
|
2,977.6 |
|
Property, plant and equipment |
63.2 |
|
|
636.0 |
|
|
2,634.2 |
|
|
— |
|
|
3,333.4 |
|
Investments in subsidiaries |
16,384.0 |
|
|
202.3 |
|
|
4,986.1 |
|
|
(21,572.4 |
) |
|
— |
|
Goodwill |
— |
|
|
6,184.2 |
|
|
954.4 |
|
|
— |
|
|
7,138.6 |
|
Intangible assets |
— |
|
|
863.3 |
|
|
2,538.4 |
|
|
2.1 |
|
|
3,403.8 |
|
Intercompany notes receivable |
4,705.9 |
|
|
2,067.7 |
|
|
— |
|
|
(6,773.6 |
) |
|
— |
|
Other assets |
20.0 |
|
|
3.6 |
|
|
88.0 |
|
|
— |
|
|
111.6 |
|
Total assets |
$ |
38,119.7 |
|
|
$ |
35,805.4 |
|
|
$ |
24,569.6 |
|
|
$ |
(81,529.7 |
) |
|
$ |
16,965.0 |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Notes payable to banks |
$ |
— |
|
|
$ |
— |
|
|
$ |
408.3 |
|
|
$ |
— |
|
|
$ |
408.3 |
|
Current maturities of long-term debt |
765.6 |
|
|
18.0 |
|
|
73.1 |
|
|
— |
|
|
856.7 |
|
Accounts payable |
37.7 |
|
|
45.6 |
|
|
346.0 |
|
|
— |
|
|
429.3 |
|
Accrued excise taxes |
14.7 |
|
|
14.7 |
|
|
4.2 |
|
|
— |
|
|
33.6 |
|
Intercompany payable |
24,929.8 |
|
|
17,889.6 |
|
|
10,115.8 |
|
|
(52,935.2 |
) |
|
— |
|
Other accrued expenses and liabilities |
349.1 |
|
|
186.3 |
|
|
173.5 |
|
|
(164.5 |
) |
|
544.4 |
|
Total current liabilities |
26,096.9 |
|
|
18,154.2 |
|
|
11,120.9 |
|
|
(53,099.7 |
) |
|
2,272.3 |
|
Long-term debt, less current maturities |
5,421.4 |
|
|
15.6 |
|
|
1,379.2 |
|
|
— |
|
|
6,816.2 |
|
Deferred income taxes |
11.9 |
|
|
615.7 |
|
|
394.6 |
|
|
— |
|
|
1,022.2 |
|
Intercompany notes payable |
— |
|
|
4,619.8 |
|
|
2,153.8 |
|
|
(6,773.6 |
) |
|
— |
|
Other liabilities |
29.9 |
|
|
16.8 |
|
|
115.8 |
|
|
— |
|
|
162.5 |
|
Total liabilities |
31,560.1 |
|
|
23,422.1 |
|
|
15,164.3 |
|
|
(59,873.3 |
) |
|
10,273.2 |
|
Total CBI stockholders’ equity |
6,559.6 |
|
|
12,383.3 |
|
|
9,273.1 |
|
|
(21,656.4 |
) |
|
6,559.6 |
|
Noncontrolling interests |
— |
|
|
— |
|
|
132.2 |
|
|
— |
|
|
132.2 |
|
Total stockholders’ equity |
6,559.6 |
|
|
12,383.3 |
|
|
9,405.3 |
|
|
(21,656.4 |
) |
|
6,691.8 |
|
Total liabilities and stockholders’ equity |
$ |
38,119.7 |
|
|
$ |
35,805.4 |
|
|
$ |
24,569.6 |
|
|
$ |
(81,529.7 |
) |
|
$ |
16,965.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2017 |
Sales |
$ |
2,832.6 |
|
|
$ |
6,254.4 |
|
|
$ |
3,535.1 |
|
|
$ |
(4,560.5 |
) |
|
$ |
8,061.6 |
|
Less – excise taxes |
(351.9 |
) |
|
(320.8 |
) |
|
(57.4 |
) |
|
— |
|
|
(730.1 |
) |
Net sales |
2,480.7 |
|
|
5,933.6 |
|
|
3,477.7 |
|
|
(4,560.5 |
) |
|
7,331.5 |
|
Cost of product sold |
(1,974.5 |
) |
|
(4,373.8 |
) |
|
(1,949.9 |
) |
|
4,496.1 |
|
|
(3,802.1 |
) |
Gross profit |
506.2 |
|
|
1,559.8 |
|
|
1,527.8 |
|
|
(64.4 |
) |
|
3,529.4 |
|
Selling, general and administrative expenses |
(417.2 |
) |
|
(707.5 |
) |
|
(290.5 |
) |
|
22.8 |
|
|
(1,392.4 |
) |
Gain on sale of business |
(23.4 |
) |
|
(4.3 |
) |
|
290.1 |
|
|
— |
|
|
262.4 |
|
Operating income |
65.6 |
|
|
848.0 |
|
|
1,527.4 |
|
|
(41.6 |
) |
|
2,399.4 |
|
Equity in earnings (losses) of equity method investees and subsidiaries |
1,657.4 |
|
|
(31.1 |
) |
|
411.7 |
|
|
(2,010.7 |
) |
|
27.3 |
|
Interest income |
0.4 |
|
|
— |
|
|
1.4 |
|
|
— |
|
|
1.8 |
|
Intercompany interest income |
227.1 |
|
|
402.7 |
|
|
3.6 |
|
|
(633.4 |
) |
|
— |
|
Interest expense |
(280.0 |
) |
|
(1.5 |
) |
|
(53.6 |
) |
|
— |
|
|
(335.1 |
) |
Intercompany interest expense |
(311.1 |
) |
|
(197.4 |
) |
|
(124.9 |
) |
|
633.4 |
|
|
— |
|
Income before income taxes |
1,359.4 |
|
|
1,020.7 |
|
|
1,765.6 |
|
|
(2,052.3 |
) |
|
2,093.4 |
|
(Provision for) benefit from income taxes |
175.7 |
|
|
(385.8 |
) |
|
(347.6 |
) |
|
3.5 |
|
|
(554.2 |
) |
Net income |
1,535.1 |
|
|
634.9 |
|
|
1,418.0 |
|
|
(2,048.8 |
) |
|
1,539.2 |
|
Net income attributable to noncontrolling interests |
— |
|
|
— |
|
|
(4.1 |
) |
|
— |
|
|
(4.1 |
) |
Net income attributable to CBI |
$ |
1,535.1 |
|
|
$ |
634.9 |
|
|
$ |
1,413.9 |
|
|
$ |
(2,048.8 |
) |
|
$ |
1,535.1 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI |
$ |
1,587.8 |
|
|
$ |
634.8 |
|
|
$ |
1,436.3 |
|
|
$ |
(2,071.1 |
) |
|
$ |
1,587.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 29, 2016 |
Sales |
$ |
2,522.8 |
|
|
$ |
5,491.3 |
|
|
$ |
3,138.7 |
|
|
$ |
(3,929.0 |
) |
|
$ |
7,223.8 |
|
Less – excise taxes |
(332.6 |
) |
|
(280.9 |
) |
|
(61.9 |
) |
|
— |
|
|
(675.4 |
) |
Net sales |
2,190.2 |
|
|
5,210.4 |
|
|
3,076.8 |
|
|
(3,929.0 |
) |
|
6,548.4 |
|
Cost of product sold |
(1,759.6 |
) |
|
(3,835.4 |
) |
|
(1,894.6 |
) |
|
3,883.5 |
|
|
(3,606.1 |
) |
Gross profit |
430.6 |
|
|
1,375.0 |
|
|
1,182.2 |
|
|
(45.5 |
) |
|
2,942.3 |
|
Selling, general and administrative expenses |
(378.4 |
) |
|
(595.1 |
) |
|
(224.5 |
) |
|
20.8 |
|
|
(1,177.2 |
) |
Operating income |
52.2 |
|
|
779.9 |
|
|
957.7 |
|
|
(24.7 |
) |
|
1,765.1 |
|
Equity in earnings (losses) of equity method investees and subsidiaries |
1,224.2 |
|
|
(30.5 |
) |
|
373.0 |
|
|
(1,540.1 |
) |
|
26.6 |
|
Dividend income |
— |
|
|
— |
|
|
24.5 |
|
|
— |
|
|
24.5 |
|
Interest income |
0.2 |
|
|
— |
|
|
0.6 |
|
|
— |
|
|
0.8 |
|
Intercompany interest income |
191.4 |
|
|
354.3 |
|
|
3.4 |
|
|
(549.1 |
) |
|
— |
|
Interest expense |
(290.1 |
) |
|
(1.2 |
) |
|
(23.4 |
) |
|
— |
|
|
(314.7 |
) |
Intercompany interest expense |
(267.4 |
) |
|
(173.7 |
) |
|
(108.0 |
) |
|
549.1 |
|
|
— |
|
Loss on write-off of debt issuance costs |
(0.4 |
) |
|
— |
|
|
(0.7 |
) |
|
— |
|
|
(1.1 |
) |
Income before income taxes |
910.1 |
|
|
928.8 |
|
|
1,227.1 |
|
|
(1,564.8 |
) |
|
1,501.2 |
|
(Provision for) benefit from income taxes |
144.8 |
|
|
(351.4 |
) |
|
(242.3 |
) |
|
8.3 |
|
|
(440.6 |
) |
Net income |
1,054.9 |
|
|
577.4 |
|
|
984.8 |
|
|
(1,556.5 |
) |
|
1,060.6 |
|
Net income attributable to noncontrolling interests |
— |
|
|
— |
|
|
(5.7 |
) |
|
— |
|
|
(5.7 |
) |
Net income attributable to CBI |
$ |
1,054.9 |
|
|
$ |
577.4 |
|
|
$ |
979.1 |
|
|
$ |
(1,556.5 |
) |
|
$ |
1,054.9 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI |
$ |
733.3 |
|
|
$ |
575.7 |
|
|
$ |
651.8 |
|
|
$ |
(1,227.5 |
) |
|
$ |
733.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Year Ended February 28, 2015 |
Sales |
$ |
2,406.4 |
|
|
$ |
4,936.9 |
|
|
$ |
3,107.3 |
|
|
$ |
(3,778.5 |
) |
|
$ |
6,672.1 |
|
Less – excise taxes |
(324.8 |
) |
|
(251.4 |
) |
|
(67.9 |
) |
|
— |
|
|
(644.1 |
) |
Net sales |
2,081.6 |
|
|
4,685.5 |
|
|
3,039.4 |
|
|
(3,778.5 |
) |
|
6,028.0 |
|
Cost of product sold |
(1,678.4 |
) |
|
(3,574.7 |
) |
|
(1,924.6 |
) |
|
3,728.3 |
|
|
(3,449.4 |
) |
Gross profit |
403.2 |
|
|
1,110.8 |
|
|
1,114.8 |
|
|
(50.2 |
) |
|
2,578.6 |
|
Selling, general and administrative expenses |
(388.2 |
) |
|
(454.0 |
) |
|
(251.4 |
) |
|
15.2 |
|
|
(1,078.4 |
) |
Operating income |
15.0 |
|
|
656.8 |
|
|
863.4 |
|
|
(35.0 |
) |
|
1,500.2 |
|
Equity in earnings (losses) of equity method investees and subsidiaries |
828.0 |
|
|
(30.6 |
) |
|
289.4 |
|
|
(1,065.3 |
) |
|
21.5 |
|
Interest income |
0.1 |
|
|
— |
|
|
1.3 |
|
|
— |
|
|
1.4 |
|
Intercompany interest income |
177.8 |
|
|
304.8 |
|
|
2.3 |
|
|
(484.9 |
) |
|
— |
|
Interest expense |
(296.4 |
) |
|
(1.4 |
) |
|
(41.3 |
) |
|
— |
|
|
(339.1 |
) |
Intercompany interest expense |
(222.0 |
) |
|
(161.8 |
) |
|
(101.1 |
) |
|
484.9 |
|
|
— |
|
Loss on write-off of debt issuance costs |
— |
|
|
— |
|
|
(4.4 |
) |
|
— |
|
|
(4.4 |
) |
Income before income taxes |
502.5 |
|
|
767.8 |
|
|
1,009.6 |
|
|
(1,100.3 |
) |
|
1,179.6 |
|
(Provision for) benefit from income taxes |
336.8 |
|
|
(291.8 |
) |
|
(399.4 |
) |
|
11.0 |
|
|
(343.4 |
) |
Net income |
839.3 |
|
|
476.0 |
|
|
610.2 |
|
|
(1,089.3 |
) |
|
836.2 |
|
Net loss attributable to noncontrolling interests |
— |
|
|
— |
|
|
3.1 |
|
|
— |
|
|
3.1 |
|
Net income attributable to CBI |
$ |
839.3 |
|
|
$ |
476.0 |
|
|
$ |
613.3 |
|
|
$ |
(1,089.3 |
) |
|
$ |
839.3 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to CBI |
$ |
622.4 |
|
|
$ |
476.7 |
|
|
$ |
390.5 |
|
|
$ |
(867.2 |
) |
|
$ |
622.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2017 |
Net cash provided by operating activities |
$ |
341.4 |
|
|
$ |
1,051.5 |
|
|
$ |
958.5 |
|
|
$ |
(655.4 |
) |
|
$ |
1,696.0 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of businesses, net of cash acquired |
— |
|
|
— |
|
|
(1,111.0 |
) |
|
— |
|
|
(1,111.0 |
) |
Purchases of property, plant and equipment |
(12.8 |
) |
|
(89.8 |
) |
|
(804.8 |
) |
|
— |
|
|
(907.4 |
) |
Proceeds from sale of business |
(9.9 |
) |
|
— |
|
|
585.2 |
|
|
— |
|
|
575.3 |
|
Net proceeds from intercompany notes |
422.0 |
|
|
— |
|
|
— |
|
|
(422.0 |
) |
|
— |
|
Net returns of capital from equity affiliates |
470.7 |
|
|
— |
|
|
— |
|
|
(470.7 |
) |
|
— |
|
Other investing activities |
0.7 |
|
|
(0.1 |
) |
|
(19.3 |
) |
|
— |
|
|
(18.7 |
) |
Net cash provided by (used in) investing activities |
870.7 |
|
|
(89.9 |
) |
|
(1,349.9 |
) |
|
(892.7 |
) |
|
(1,461.8 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Dividends paid to parent company |
— |
|
|
— |
|
|
(868.7 |
) |
|
868.7 |
|
|
— |
|
Net returns of capital to equity affiliates |
— |
|
|
(22.0 |
) |
|
(235.4 |
) |
|
257.4 |
|
|
— |
|
Net proceeds from (repayments of) intercompany notes |
(20.2 |
) |
|
(855.4 |
) |
|
453.6 |
|
|
422.0 |
|
|
— |
|
Purchases of treasury stock |
(1,122.7 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,122.7 |
) |
Principal payments of long-term debt |
(767.6 |
) |
|
(20.6 |
) |
|
(183.6 |
) |
|
— |
|
|
(971.8 |
) |
Dividends paid |
(315.1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(315.1 |
) |
Payments of minimum tax withholdings on stock-based payment awards |
— |
|
|
(61.9 |
) |
|
(3.0 |
) |
|
— |
|
|
(64.9 |
) |
Payments of debt issuance costs and other financing costs |
(5.0 |
) |
|
— |
|
|
(9.1 |
) |
|
— |
|
|
(14.1 |
) |
Proceeds from issuance of long-term debt |
600.0 |
|
|
— |
|
|
1,365.6 |
|
|
— |
|
|
1,965.6 |
|
Net proceeds from (repayments of) notes payable |
231.0 |
|
|
— |
|
|
(33.9 |
) |
|
— |
|
|
197.1 |
|
Excess tax benefits from stock-based payment awards |
131.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
131.4 |
|
Proceeds from shares issued under equity compensation plans |
59.7 |
|
|
— |
|
|
— |
|
|
— |
|
|
59.7 |
|
Net cash provided by (used in) financing activities |
(1,208.5 |
) |
|
(959.9 |
) |
|
485.5 |
|
|
1,548.1 |
|
|
(134.8 |
) |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
— |
|
|
— |
|
|
(5.1 |
) |
|
— |
|
|
(5.1 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
3.6 |
|
|
1.7 |
|
|
89.0 |
|
|
— |
|
|
94.3 |
|
Cash and cash equivalents, beginning of year |
6.0 |
|
|
3.6 |
|
|
73.5 |
|
|
— |
|
|
83.1 |
|
Cash and cash equivalents, end of year |
$ |
9.6 |
|
|
$ |
5.3 |
|
|
$ |
162.5 |
|
|
$ |
— |
|
|
$ |
177.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Year Ended February 29, 2016 |
Net cash provided by (used in) operating activities |
$ |
(448.7 |
) |
|
$ |
1,299.5 |
|
|
$ |
617.7 |
|
|
$ |
(54.8 |
) |
|
$ |
1,413.7 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of businesses, net of cash acquired |
(998.5 |
) |
|
(316.2 |
) |
|
(1.7 |
) |
|
— |
|
|
(1,316.4 |
) |
Purchases of property, plant and equipment |
(14.1 |
) |
|
(52.3 |
) |
|
(824.9 |
) |
|
— |
|
|
(891.3 |
) |
Net proceeds from intercompany notes |
842.4 |
|
|
— |
|
|
— |
|
|
(842.4 |
) |
|
— |
|
Net investments in equity affiliates |
(216.7 |
) |
|
— |
|
|
— |
|
|
216.7 |
|
|
— |
|
Other investing activities |
3.5 |
|
|
0.2 |
|
|
(3.4 |
) |
|
— |
|
|
0.3 |
|
Net cash used in investing activities |
(383.4 |
) |
|
(368.3 |
) |
|
(830.0 |
) |
|
(625.7 |
) |
|
(2,207.4 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Dividends paid to parent company |
— |
|
|
— |
|
|
(88.8 |
) |
|
88.8 |
|
|
— |
|
Net contributions from (returns of) equity affiliates |
— |
|
|
(33.0 |
) |
|
283.7 |
|
|
(250.7 |
) |
|
— |
|
Net proceeds from (repayments of) intercompany notes |
250.4 |
|
|
(819.8 |
) |
|
(273.0 |
) |
|
842.4 |
|
|
— |
|
Purchases of treasury stock |
(33.8 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(33.8 |
) |
Principal payments of long-term debt |
(64.5 |
) |
|
(39.4 |
) |
|
(104.8 |
) |
|
— |
|
|
(208.7 |
) |
Dividends paid |
(241.6 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(241.6 |
) |
Payments of minimum tax withholdings on stock-based payment awards |
— |
|
|
(35.9 |
) |
|
(2.7 |
) |
|
— |
|
|
(38.6 |
) |
Payments of debt issuance costs and other financing costs |
(13.3 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(13.3 |
) |
Proceeds from issuance of long-term debt |
600.0 |
|
|
— |
|
|
10.0 |
|
|
— |
|
|
610.0 |
|
Net proceeds from notes payable |
— |
|
|
— |
|
|
360.6 |
|
|
— |
|
|
360.6 |
|
Excess tax benefits from stock-based payment awards |
203.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
203.4 |
|
Proceeds from shares issued under equity compensation plans |
113.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
113.0 |
|
Proceeds from noncontrolling interests |
— |
|
|
— |
|
|
25.0 |
|
|
— |
|
|
25.0 |
|
Net cash provided by (used in) financing activities |
813.6 |
|
|
(928.1 |
) |
|
210.0 |
|
|
680.5 |
|
|
776.0 |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
— |
|
|
— |
|
|
(9.3 |
) |
|
— |
|
|
(9.3 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
(18.5 |
) |
|
3.1 |
|
|
(11.6 |
) |
|
— |
|
|
(27.0 |
) |
Cash and cash equivalents, beginning of year |
24.5 |
|
|
0.5 |
|
|
85.1 |
|
|
— |
|
|
110.1 |
|
Cash and cash equivalents, end of year |
$ |
6.0 |
|
|
$ |
3.6 |
|
|
$ |
73.5 |
|
|
$ |
— |
|
|
$ |
83.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2015 |
Net cash provided by (used in) operating activities |
$ |
(514.8 |
) |
|
$ |
834.0 |
|
|
$ |
800.6 |
|
|
$ |
(38.8 |
) |
|
$ |
1,081.0 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchase of businesses, net of cash acquired |
— |
|
|
— |
|
|
(310.3 |
) |
|
— |
|
|
(310.3 |
) |
Purchases of property, plant and equipment |
(23.1 |
) |
|
(36.0 |
) |
|
(660.3 |
) |
|
— |
|
|
(719.4 |
) |
Net proceeds from intercompany notes |
485.4 |
|
|
— |
|
|
— |
|
|
(485.4 |
) |
|
— |
|
Net investments in equity affiliates |
(41.4 |
) |
|
— |
|
|
— |
|
|
41.4 |
|
|
— |
|
Other investing activities |
(0.1 |
) |
|
(5.6 |
) |
|
19.5 |
|
|
— |
|
|
13.8 |
|
Net cash provided by (used in) investing activities |
420.8 |
|
|
(41.6 |
) |
|
(951.1 |
) |
|
(444.0 |
) |
|
(1,015.9 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Dividends paid to parent company |
— |
|
|
— |
|
|
(65.8 |
) |
|
65.8 |
|
|
— |
|
Net contributions from (returns of capital to) equity affiliates |
— |
|
|
(23.9 |
) |
|
92.3 |
|
|
(68.4 |
) |
|
— |
|
Net proceeds from (repayments of) intercompany notes |
(262.8 |
) |
|
(723.2 |
) |
|
500.6 |
|
|
485.4 |
|
|
— |
|
Principal payments of long-term debt |
(549.2 |
) |
|
(19.4 |
) |
|
(37.1 |
) |
|
— |
|
|
(605.7 |
) |
Payments of minimum tax withholdings on stock-based payment awards |
— |
|
|
(26.1 |
) |
|
(2.3 |
) |
|
— |
|
|
(28.4 |
) |
Payments of debt issuance costs and other financing costs |
(11.7 |
) |
|
— |
|
|
(2.1 |
) |
|
— |
|
|
(13.8 |
) |
Proceeds from issuance of long-term debt |
800.0 |
|
|
— |
|
|
105.0 |
|
|
— |
|
|
905.0 |
|
Net proceeds from notes payable |
— |
|
|
— |
|
|
13.1 |
|
|
— |
|
|
13.1 |
|
Excess tax benefits from stock-based payment awards |
78.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
78.0 |
|
Proceeds from shares issued under equity compensation plans |
63.7 |
|
|
— |
|
|
— |
|
|
— |
|
|
63.7 |
|
Proceeds from noncontrolling interests |
— |
|
|
— |
|
|
115.0 |
|
|
— |
|
|
115.0 |
|
Payment of delayed purchase price arrangement |
— |
|
|
— |
|
|
(543.3 |
) |
|
— |
|
|
(543.3 |
) |
Net cash provided by (used in) financing activities |
118.0 |
|
|
(792.6 |
) |
|
175.4 |
|
|
482.8 |
|
|
(16.4 |
) |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
— |
|
|
— |
|
|
(2.5 |
) |
|
— |
|
|
(2.5 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
24.0 |
|
|
(0.2 |
) |
|
22.4 |
|
|
— |
|
|
46.2 |
|
Cash and cash equivalents, beginning of year |
0.5 |
|
|
0.7 |
|
|
62.7 |
|
|
— |
|
|
63.9 |
|
Cash and cash equivalents, end of year |
$ |
24.5 |
|
|
$ |
0.5 |
|
|
$ |
85.1 |
|
|
$ |
— |
|
|
$ |
110.1 |
|
|