Annual report pursuant to Section 13 and 15(d)

Fair Value of Financial Instruments

v2.4.0.6
Fair Value of Financial Instruments
 12 Months Ended
Feb. 28, 2013
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying amount and estimated fair value of the Company’s financial instruments are summarized as follows:
 
February 28, 2013
 
February 29, 2012
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
(in millions)
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Cash and cash investments
$
331.5

 
$
331.5

 
$
85.8

 
$
85.8

Accounts receivable, net
$
471.9

 
$
471.9

 
$
436.0

 
$
436.0

AFS debt securities
$
34.2

 
$
34.2

 
$
28.5

 
$
28.5

Foreign currency contracts
$
9.7

 
$
9.7

 
$
13.2

 
$
13.2

Interest rate swap contracts
$
6.6

 
$
6.6

 
$
—

 
$
—

Diesel fuel swap contracts
$
0.6

 
$
0.6

 
$
—

 
$
—

Notes receivable
$
—

 
$
—

 
$
1.6

 
$
1.6

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Notes payable to banks
$
—

 
$
—

 
$
377.9

 
$
377.6

Accounts payable
$
209.0

 
$
209.0

 
$
130.5

 
$
130.5

Long-term debt, including current portion
$
3,305.4

 
$
3,603.6

 
$
2,751.6

 
$
3,007.9

Foreign currency contracts
$
5.3

 
$
5.3

 
$
6.4

 
$
6.4

Interest rate swap contracts
$
47.1

 
$
47.1

 
$
45.7

 
$
45.7

Diesel fuel swap contracts
$
0.1

 
$
0.1

 
$
—

 
$
—



The following methods and assumptions are used to estimate the fair value of each class of financial instruments:

Cash and cash investments, accounts receivable and accounts payable: The carrying amounts approximate fair value due to the short maturity of these instruments (Level 1 fair value measurement).
AFS debt securities: The fair value is estimated by discounting cash flows using market-based inputs (see “Fair value measurements” below) (Level 3 fair value measurement).
Foreign currency contracts: The fair value is estimated using market-based inputs, obtained from independent pricing services, into valuation models (see “Fair value measurements” below) (Level 2 fair value measurement).
Interest rate swap contracts: The fair value is estimated based on quoted market prices from respective counterparties (see “Fair value measurements” below) (Level 2 fair value measurement).
Diesel fuel swap contracts: The fair value is estimated based on quoted market prices from respective counterparties (see “Fair value measurements” below) (Level 2 fair value measurement).
Notes receivable: These instruments are fixed interest rate bearing notes. The fair value is estimated by discounting cash flows using market-based inputs, including counterparty credit risk (Level 3 fair value measurement).
Notes payable to banks: The revolving credit facility under the Company’s senior credit facility is a variable interest rate bearing note which includes a fixed margin which is adjustable based upon the Company’s debt ratio (as defined in the Company’s senior credit facility). The fair value of the revolving credit facility is estimated by discounting cash flows using LIBOR plus a margin reflecting current market conditions obtained from participating member financial institutions. The remaining instruments are variable interest rate bearing notes for which the carrying value approximates the fair value (Level 2 fair value measurement).
Long-term debt: The term loans under the Company’s senior credit facility are variable interest rate bearing notes which include a fixed margin which is adjustable based upon the Company’s debt ratio. The fair value of the term loans is estimated by discounting cash flows using LIBOR plus a margin reflecting current market conditions obtained from participating member financial institutions. The fair value of the remaining long-term debt, which is all fixed interest rate, is estimated by discounting cash flows using interest rates currently available for debt with similar terms and maturities (Level 2 fair value measurement).

Fair value measurements –
The FASB guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and requires disclosures about fair value measurements. This guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. The fair value measurement guidance establishes 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 is broken down into three levels: Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs include data points that are observable such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) such as interest rates and yield curves that are observable for the asset and liability, either directly or indirectly; and Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis:
 
Quoted
Prices in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
(in millions)
 
 
 
 
 
 
 
February 28, 2013
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
AFS debt securities
$
—

 
$
—

 
$
34.2

 
$
34.2

Foreign currency contracts
$
—

 
$
9.7

 
$
—

 
$
9.7

Interest rate swap contracts
$
—

 
$
6.6

 
$
—

 
$
6.6

Diesel fuel swap contracts
$
—

 
$
0.6

 
$
—

 
$
0.6

Liabilities:
 
 
 
 
 
 
 
Foreign currency contracts
$
—

 
$
5.3

 
$
—

 
$
5.3

Interest rate swap contracts
$
—

 
$
47.1

 
$
—

 
$
47.1

Diesel fuel swap contracts
$
—

 
$
0.1

 
$
—

 
$
0.1

 
 
 
 
 
 
 
 
February 29, 2012
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
AFS debt securities
$
—

 
$
—

 
$
28.5

 
$
28.5

Foreign currency contracts
$
—

 
$
13.2

 
$
—

 
$
13.2

Liabilities:
 
 
 
 
 
 
 
Foreign currency contracts
$
—

 
$
6.4

 
$
—

 
$
6.4

Interest rate swap contracts
$
—

 
$
45.7

 
$
—

 
$
45.7



The Company’s foreign currency contracts consist of foreign currency forward and option contracts which are valued using market-based inputs, obtained from independent pricing services, into valuation models. These valuation models require various inputs, including contractual terms, market foreign exchange prices, interest-rate yield curves and currency volatilities. Interest rate swap fair values are based on quotes from respective counterparties. Quotes are corroborated by the Company using discounted cash flow calculations based upon forward interest-rate yield curves, which are obtained from independent pricing services. Diesel fuel swap fair values are based on quotes from respective counterparties. Quotes are corroborated by the Company using market data. AFS debt securities are valued using market-based inputs into discounted cash flow models.

The following table represents a reconciliation of the changes in fair value of the Company’s financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
 
February 28, 2013
 
February 29, 2012
 
February 28, 2011
(in millions)
 
 
 
 
 
AFS Debt Securities
 
 
 
 
 
Balance as of March 1
$
28.5

 
$
40.8

 
$
—

Retained interest in Accolade (see Note 8)
—

 
—

 
39.6

Total net gains:
 
 
 
 
 
Included in earnings (interest expense, net)
5.0

 
5.5

 
0.4

Included in other comprehensive income (net unrealized gains on AFS debt securities)
0.7

 
3.9

 
0.8

Total net gains
5.7

 
9.4

 
1.2

Settlements
—

 
(21.7
)
 
—

Balance as of the last day of February
$
34.2

 
$
28.5

 
$
40.8



The fair value of the Level 3 AFS debt securities is based upon market-based inputs into discounted cash flow models that use both observable and unobservable inputs. The significant observable inputs used in the fair value measurement of the AFS debt securities are the Australian risk-free interest rate and the global high yield “B” rated option adjusted spread. The significant unobservable input used in the fair value measurement of the AFS debt securities is the internally reported results of operations of the underlying investment. A significant change in this unobservable input could result in a change in the fair value measurement of the AFS debt securities.

In the third quarter of fiscal 2012, the Company received cash proceeds of $21.7 million, consisting of proceeds for principal of $20.2 million and proceeds for interest of $1.5 million, in connection with the early redemption of certain of the AFS debt securities. Accordingly, the Company reclassified net gains of $2.1 million, net of income tax effect, from AOCI to selling, general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income for the year ended February 29, 2012.

The following table presents the Company’s assets and liabilities measured at 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, 2012
 
 
 
 
 
 
 
Trademarks
$
—

 
$
—

 
$
96.0

 
$
38.1

 
 
 
 
 
 
 
 
For the Year Ended February 28, 2011
 
 
 
 
 
 
 
Long-lived assets held for sale
$
—

 
$
—

 
$
4.1

 
$
5.8

Trademarks
—

 
—

 
136.9

 
23.6

Total
$
—

 
$
—

 
$
141.0

 
$
29.4



Long-lived assets held for sale:
For the year ended February 28, 2011, in connection with certain restructuring activities, long-lived assets held for sale with a carrying value of $10.1 million were written down to their estimated fair value of $4.1 million, less cost to sell (which was estimated to be minimal), resulting in a loss of $5.8 million. These losses are included in restructuring charges on the Company’s Consolidated Statements of Comprehensive Income. These assets consisted primarily of certain winery and vineyard assets which had satisfied the conditions necessary to be classified as held for sale. As such, these assets were written down to a value based on the Company’s estimate of fair value less cost to sell. The fair value was determined based on a market value approach adjusted for the different characteristics between assets measured and the assets upon which the observable inputs were based.

Trademarks:
For the year ended February 29, 2012, in connection with the Company’s annual review of indefinite lived intangible assets for impairment, trademarks, with a carrying value of $134.4 million, were written down to their fair value of $96.0 million, resulting in an impairment of $38.1 million. For the year ended February 28, 2011, in connection with the Company’s annual review of indefinite lived intangible assets for impairment, trademarks, with a carrying value of $153.9 million, were written down to their fair value of $136.9 million, resulting in an impairment of $16.7 million. In addition, in connection with the Company’s third quarter of fiscal 2011 decision to discontinue certain wine brands within its Constellation Wines and Spirits segment’s wine portfolio, certain indefinite lived trademarks, with a carrying value of $6.9 million, were written down to their estimated fair value resulting in an impairment of $6.9 million. These impairments are included in impairment of intangible assets on the Company’s Consolidated Statements of Comprehensive Income. For each period, the Company measured the amount of impairment by calculating the amount by which the carrying value of these assets exceeded their estimated fair values. The fair value was 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 trademark assets. The cash flow models the Company uses to estimate the fair values of its trademarks involve several assumptions, including (i)  projected revenue growth rates; (ii)  estimated royalty rates; (iii)  calculated after-tax royalty savings expected from ownership of the subject trademarks; and (iv)  discount rates used to derive the present value factors used in determining the fair value of the trademarks.