Constellation Brands, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Restructuring Charges

Restructuring Charges

12 Months Ended

Feb. 28, 2013

Restructuring and Related Activities [Abstract]

RESTRUCTURING CHARGES:

Restructuring charges consist of employee termination benefit costs, contract termination costs and other associated costs. Employee termination benefit costs are accounted for under the FASB guidance for compensation – nonretirement postemployment benefits, as the Company has had several restructuring programs which have provided employee termination benefits in the past. The Company includes employee severance, related payroll benefit costs (such as costs to provide continuing health insurance) and outplacement services as employee termination benefit costs. Contract termination costs, and other associated costs including, but not limited to, facility consolidation and relocation costs, are accounted for under the FASB guidance for exit or disposal cost obligations. Contract termination costs are costs to terminate a contract that is not a capital lease, including costs to terminate the contract before the end of its term or costs that will continue to be incurred under the contract for its remaining term without economic benefit to the Company. The Company includes costs to terminate certain operating leases for buildings, computer and IT equipment, and costs to terminate contracts, including distributor contracts and contracts for long-term purchase commitments, as contract termination costs. Other associated costs include, but are not limited to, costs to consolidate or close facilities and relocate employees. The Company includes employee relocation costs and equipment relocation costs as other associated costs.

The Company has several restructuring plans primarily within its Constellation Wines and Spirits segment and, prior to the CWAE Divestiture, the CWAE segment, as follows:

Fiscal 2012 Initiative –

In May 2011, the Company committed to a plan (announced in June 2011) to streamline operations, gain efficiencies and reduce its cost structure following the CWAE Divestiture (the “Fiscal 2012 Initiative”). The Fiscal 2012 Initiative includes an approximate two to three percent reduction in the Company’s then existing global workforce. This initiative is part of the Company’s ongoing efforts to maximize asset utilization, reduce costs and improve long-term return on invested capital throughout the Company’s operations. The Company does not expect any additional costs associated with the Fiscal 2012 Initiative to be recognized in its Consolidated Statements of Comprehensive Income. The Company expects cash expenditures to be substantially complete by February 28, 2014.

Global Initiative –

In April 2009, the Company announced its plan to simplify its business, increase efficiencies and reduce its cost structure on a global basis (the “Global Initiative”). The Global Initiative includes an approximately five percent reduction in the Company’s then existing global workforce and the closing of certain office, production and warehouse facilities. In addition, the Global Initiative includes the termination of certain contracts, and a streamlining of the Company’s production footprint and sales and administrative organizations. Lastly, the Global Initiative includes other non-material restructuring activities primarily in connection with the consolidation of the Company’s remaining spirits business into its North American wine business following the March 2009 divestiture of its value spirits business. This initiative is part of the Company’s ongoing efforts to maximize asset utilization, reduce costs and improve long-term return on invested capital throughout the Company’s operations. Included in the Company’s restructuring charges on its Consolidated Statements of Comprehensive Income for the year ended February 28, 2011, is $1.1 million of noncash charges for other compensation costs (which are excluded from the restructuring liability rollforward table below). The Company does not expect any additional costs associated with the Global Initiative to be recognized in its Consolidated Statements of Comprehensive Income. In addition, cash expenditures have been substantially completed as of February 28, 2013.

Other Plans –

In addition, the Company has certain other previously announced restructuring plans for which exit activities were substantially complete as of March 1, 2012, and other immaterial restructuring activities (the “Other Plans”). These plans included efforts to restructure and integrate operations of acquired businesses, streamline certain international and domestic operations and product portfolios, maximize asset utilization, reduce costs, and improve long-term return on invested capital throughout its domestic and international operations (which included its previously owned Australian and U.K. business). Restructuring and related activities included footprint reductions/consolidations; the buy-out, termination and/or renegotiation of various contracts; the planned sale of wineries, facilities and other property, plant and equipment; employee termination costs and equipment relocation costs. Included in the Company’s restructuring charges on its Consolidated Statements of Comprehensive Income for the year ended February 28, 2011, is $4.2 million of net noncash charges related to the write-down of property, plant and equipment, net, held for sale in connection with the Other Plans (which charges are excluded from the restructuring liability rollforward table below). As noted above, the Company does not expect any additional costs associated with the Other Plans to be recognized in its Consolidated Statements of Comprehensive Income. In addition, cash expenditures have been substantially completed as of February 28, 2013.

The following table presents a rollforward of the restructuring liability for each of the Company’s restructuring plans noted above.



	Fiscal 2012 Initiative			Global Initiative			Other Plans			Total
(in millions)
Restructuring liability, February 28, 2010	$	—		$	8.9		$	5.8		$	14.7

Restructuring charges:
Employee termination benefit costs	—			10.0			1.0			11.0
Contract termination costs	—			5.0			0.2			5.2
Facility consolidation/relocation costs	—			1.5			0.1			1.6
Restructuring charges, February 28, 2011	—			16.5			1.3			17.8

Cash expenditures	—			(15.5		)	(5.0		)	(20.5		)

CWAE Divestiture	—			(3.0		)	(0.5		)	(3.5		)

Foreign currency translation adjustments	—			0.7			0.5			1.2
Restructuring liability, February 28, 2011	—			7.6			2.1			9.7

Restructuring charges:
Employee termination benefit costs	12.2			(0.1		)	—			12.1
Contract termination costs	—			—			3.7			3.7
Facility consolidation/relocation costs	—			0.2			—			0.2
Restructuring charges, February 29, 2012	12.2			0.1			3.7			16.0

Cash expenditures	(4.2		)	(5.1		)	(2.7		)	(12.0		)

Foreign currency translation and other non-cash adjustments	—			1.2			(0.1		)	1.1
Restructuring liability, February 29, 2012	8.0			3.8			3.0			14.8

Restructuring charges:
Employee termination benefit costs	0.1			—			0.3			0.4
Contract termination costs	0.2			0.1			(0.1		)	0.2
Facility consolidation/relocation costs	—			0.1			—			0.1
Restructuring charges, February 28, 2013	0.3			0.2			0.2			0.7

Cash expenditures	(6.0		)	(3.0		)	(0.8		)	(9.8		)

Foreign currency translation and other non-cash adjustments	—			(0.1		)	—			(0.1		)
Restructuring liability, February 28, 2013	$	2.3		$	0.9		$	2.4		$	5.6

For the year ended February 28, 2013, employee termination benefit costs include the reversal of prior accruals of $1.0 million associated with the Fiscal 2012 Initiative.

The following table presents a summary of restructuring charges and other costs incurred, including a summary of amounts incurred by each of the Company’s reportable segments, in connection with the Company’s restructuring plans noted above.



	Fiscal 2012 Initiative			Global Initiative		Other Plans		Total
(in millions)
For the Year Ended February 28, 2013
Restructuring charges	$	0.3		$	0.2	$	0.2	$	0.7
Other costs:
Accelerated depreciation, inventory write-down and/or other costs (cost of product sold)	—			—		—		—
Asset write-down, other costs and/or acquisition-related integration costs (selling, general and administrative expenses)	8.5			—		—		8.5
Total other costs	8.5			—		—		8.5
Total costs	$	8.8		$	0.2	$	0.2	$	9.2

Total Costs by Reportable Segment:
Constellation Wines and Spirits
Restructuring charges	$	1.5		$	0.2	$	0.2	$	1.9
Other costs	4.6			—		—		4.6
Total Constellation Wines and Spirits	$	6.1		$	0.2	$	0.2	$	6.5

Corporate Operations and Other
Restructuring charges	$	(1.2	)	$	—	$	—	$	(1.2	)
Other costs	3.9			—		—		3.9
Total Corporate Operations and Other	$	2.7		$	—	$	—	$	2.7

For the Year Ended February 29, 2012
Restructuring charges	$	12.2		$	0.1	$	3.7	$	16.0
Other costs:
Accelerated depreciation, inventory write-down and/or other costs (cost of product sold)	—			0.3		—		0.3
Asset write-down, other costs and/or acquisition-related integration costs (selling, general and administrative expenses)	7.3			1.1		—		8.4
Total other costs	7.3			1.4		—		8.7
Total costs	$	19.5		$	1.5	$	3.7	$	24.7

Total Costs by Reportable Segment:
Constellation Wines and Spirits
Restructuring charges	$	7.9		$	0.1	$	3.7	$	11.7
Other costs	5.2			1.4		—		6.6
Total Constellation Wines and Spirits	$	13.1		$	1.5	$	3.7	$	18.3

Corporate Operations and Other
Restructuring charges	$	4.3		$	—	$	—	$	4.3
Other costs	2.1			—		—		2.1
Total Corporate Operations and Other	$	6.4		$	—	$	—	$	6.4



	Fiscal 2012 Initiative		Global Initiative		Other Plans			Total
(in millions)
For the Year Ended February 28, 2011
Restructuring charges	$	—	$	17.6	$	5.5		$	23.1
Other costs:
Accelerated depreciation, inventory write-down and/or other costs (cost of product sold)	—		2.0		0.2			2.2
Asset write-down, other costs and/or acquisition-related integration costs (selling, general and administrative expenses)	—		5.4		0.4			5.8
Total other costs	—		7.4		0.6			8.0
Total costs	$	—	$	25.0	$	6.1		$	31.1

Total Costs by Reportable Segment:
Constellation Wines and Spirits
Restructuring charges	$	—	$	6.9	$	0.1		$	7.0
Other costs	—		6.9		0.7			7.6
Total Constellation Wines and Spirits	$	—	$	13.8	$	0.8		$	14.6

CWAE
Restructuring charges	$	—	$	9.4	$	5.4		$	14.8
Other costs	—		0.4		(0.1		)	0.3
Total CWAE	$	—	$	9.8	$	5.3		$	15.1

Corporate Operations and Other
Restructuring charges	$	—	$	1.3	$	—		$	1.3
Other costs	—		0.1		—			0.1
Total Corporate Operations and Other	$	—	$	1.4	$	—		$	1.4

The following table presents a summary of restructuring charges and other costs incurred since inception for each plan. The Company does not expect to incur any additional costs associated with its restructuring plans.



	Fiscal 2012 Initiative		Global Initiative		Other Plans
(in millions)
Costs incurred to date
Restructuring charges:
Employee termination benefit costs	$	12.3	$	35.4	$	27.9
Contract termination costs	0.2		8.8		30.3
Facility consolidation/relocation costs	—		2.9		2.9
Impairment charges on assets held for sale, net of gains on sales of assets held for sale	—		—		64.1
Total restructuring charges	12.5		47.1		125.2
Other costs:
Accelerated depreciation, inventory write-down and/or other costs (cost of product sold)	—		13.8		100.4
Asset write-down, other costs and/or acquisition-related integration costs (selling, general and administrative expenses)	15.8		41.4		115.8
Asset impairment (impairment of intangible assets)	—		—		29.2
Total other costs	15.8		55.2		245.4
Total costs incurred to date	$	28.3	$	102.3	$	370.6

Total Costs Incurred to Date by Reportable Segment:
Constellation Wines and Spirits
Restructuring charges	$	9.4	$	23.3	$	14.5
Other costs	9.8		44.0		74.5
Total Constellation Wines and Spirits	$	19.2	$	67.3	$	89.0

CWAE
Restructuring charges	$	—	$	19.5	$	110.5
Other costs	—		6.2		167.8
Total CWAE	$	—	$	25.7	$	278.3

Corporate Operations and Other
Restructuring charges	$	3.1	$	4.3	$	0.2
Other costs	6.0		5.0		3.1
Total Corporate Operations and Other	$	9.1	$	9.3	$	3.3

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

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