Constellation Brands, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Restructuring Charges

Restructuring Charges

6 Months Ended

Aug. 31, 2011

16. 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’s significant restructuring plans with current activity are 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 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 expects all costs and related cash expenditures associated with the Fiscal 2012 Initiative to be completed by February 28, 2013.

Fiscal 2010 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 approximate five percent reduction in the Company’s 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. The Company expects all costs associated with the Global Initiative to be recognized in its Consolidated Statements of Operations by February 29, 2012, with the related cash expenditures to be substantially completed by February 28, 2013.

Details of each plan for which the Company expects to incur additional costs are presented separately in the following table. Plans for which exit activities were completed prior to March 1, 2011, are reported below under “Other Plans.”


	Fiscal
	2012			Global			Other
	Initiative			Initiative			Plans			Total
(in millions)
Restructuring liability, February 28, 2011	$	-		$	7.6		$	2.1		$	9.7

Restructuring charges:
Employee termination benefit costs		11.0			0.1			-			11.1
Contract termination costs		-			-			-			-
Facility consolidation/relocation costs		-			-			-			-

Restructuring charges, May 31, 2011		11.0			0.1			-			11.1

Employee termination benefit costs		(0.2	)		(0.2	)		-			(0.4	)
Contract termination costs		-			-			-			-
Facility consolidation/relocation costs		-			0.1			-			0.1

Restructuring charges, August 31, 2011		(0.2	)		(0.1	)		-			(0.3	)

Total restructuring charges		10.8			-			-			10.8

Cash expenditures		(2.0	)		(3.3	)		(0.9	)		(6.2	)

Foreign currency translation adjustments		-			0.7			-			0.7

Restructuring liability, August 31, 2011	$	8.8		$	5.0		$	1.2		$	15.0

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		Global		Other
	Initiative		Initiative		Plans		Total
(in millions)
For the Six Months Ended August 31, 2011
Restructuring charges	$	10.8	$	-	$	-	$	10.8
Other costs:
Accelerated depreciation (cost of product sold)		-		0.3		-		0.3
Asset write-down/other costs/acquisition-related integration costs (selling, general and administrative expenses)		3.5		0.7		-		4.2

Total other costs		3.5		1.0		-		4.5

Total costs	$	14.3	$	1.0	$	-	$	15.3


Total Costs by Reportable Segment:
CWNA
Restructuring charges	$	5.3	$	-	$	-	$	5.3
Other costs		2.5		1.0		-		3.5

Total CWNA	$	7.8	$	1.0	$	-	$	8.8


Corporate Operations and Other
Restructuring charges	$	5.5	$	-	$	-	$	5.5
Other costs		1.0		-		-		1.0

Total Corporate Operations and Other	$	6.5	$	-	$	-	$	6.5


For the Six Months Ended August 31, 2010
Restructuring charges	$	-	$	12.2	$	6.4	$	18.6
Other costs:
Accelerated depreciation (cost of product sold)		-		1.1		-		1.1
Asset write-down/other costs/acquisition-related integration costs (selling, general and administrative expenses)		-		2.7		0.2		2.9

Total other costs		-		3.8		0.2		4.0

Total costs	$	-	$	16.0	$	6.6	$	22.6


Total Costs by Reportable Segment:
CWNA
Restructuring charges	$	-	$	1.7	$	0.1	$	1.8
Other costs		-		3.4		0.2		3.6

Total CWNA	$	-	$	5.1	$	0.3	$	5.4


CWAE
Restructuring charges	$	-	$	10.5	$	6.3	$	16.8
Other costs		-		0.3		-		0.3

Total CWAE	$	-	$	10.8	$	6.3	$	17.1


Corporate Operations and Other
Restructuring charges	$	-	$	-	$	-	$	-
Other costs		-		0.1		-		0.1

Total Corporate Operations and Other	$	-	$	0.1	$	-	$	0.1


	Fiscal
	2012			Global			Other
	Initiative			Initiative			Plans		Total
(in millions)
For the Three Months Ended August 31, 2011
Restructuring charges	$	(0.2	)	$	(0.1	)	$	-	$	(0.3	)
Other costs:
Accelerated depreciation (cost of product sold)		-			0.1			-		0.1
Asset write-down/other costs/acquisition-related integration costs (selling, general and administrative expenses)		2.5			0.6			-		3.1

Total other costs		2.5			0.7			-		3.2

Total costs	$	2.3		$	0.6		$	-	$	2.9


Total Costs by Reportable Segment:
CWNA
Restructuring charges	$	(0.2	)	$	(0.1	)	$	-	$	(0.3	)
Other costs		2.4			0.7			-		3.1

Total CWNA	$	2.2		$	0.6		$	-	$	2.8


Corporate Operations and Other
Restructuring charges	$	-		$	-		$	-	$	-
Other costs		0.1			-			-		0.1

Total Corporate Operations and Other	$	0.1		$	-		$	-	$	0.1


For the Three Months Ended August 31, 2010
Restructuring charges	$	-		$	7.4		$	6.3	$	13.7
Other costs:
Accelerated depreciation (cost of product sold)		-			0.1			-		0.1
Asset write-down/other costs/acquisition-related integration costs (selling, general and administrative expenses)		-			1.8			1.1		2.9

Total other costs		-			1.9			1.1		3.0

Total costs	$	-		$	9.3		$	7.4	$	16.7


Total Costs by Reportable Segment:
CWNA
Restructuring charges	$	-		$	1.0		$	-	$	1.0
Other costs		-			1.7			0.1		1.8

Total CWNA	$	-		$	2.7		$	0.1	$	2.8


CWAE
Restructuring charges	$	-		$	6.4		$	6.3	$	12.7
Other costs		-			0.1			1.0		1.1

Total CWAE	$	-		$	6.5		$	7.3	$	13.8


Corporate Operations and Other
Restructuring charges	$	-		$	-		$	-	$	-
Other costs		-			0.1			-		0.1

Total Corporate Operations and Other	$	-		$	0.1		$	-	$	0.1

A summary of restructuring charges and other costs incurred since inception for each of the Company’s restructuring plans with current activity, as well as total expected costs for such plans, are presented in the following table.


	Fiscal
	2012		Global
	Initiative		Initiative
(in millions)
Costs incurred to date
Restructuring charges:
Employee termination benefit costs	$	10.8	$	35.4
Contract termination costs		-		8.7
Facility consolidation/relocation costs		-		2.7

Total restructuring charges		10.8		46.8
Other costs:
Accelerated depreciation/inventory write-down/other costs (cost of product sold)		-		13.8
Asset write-down/other costs (selling, general and administrative expenses)		3.5		41.0

Total other costs		3.5		54.8

Total costs incurred to date	$	14.3	$	101.6


Total Costs Incurred to Date by Reportable Segment:
CWNA
Restructuring charges	$	5.3	$	23.0
Other costs		2.5		43.6

Total CWNA	$	7.8	$	66.6


CWAE
Restructuring charges	$	-	$	19.5
Other costs		-		6.2

Total CWAE	$	-	$	25.7


Corporate Operations and Other
Restructuring charges	$	5.5	$	4.3
Other costs		1.0		5.0

Total Corporate Operations and Other	$	6.5	$	9.3


Total expected costs
Restructuring charges:
Employee termination benefit costs	$	12.4	$	35.4
Contract termination costs		-		8.7
Facility consolidation/relocation costs		0.1		2.7

Total restructuring charges		12.5		46.8
Other costs:
Accelerated depreciation/inventory write-down/other costs (cost of product sold)		-		13.8
Asset write-down/other costs (selling, general and administrative expenses)		14.1		41.5

Total other costs		14.1		55.3

Total expected costs	$	26.6	$	102.1


Total Expected Costs by Reportable Segment:
CWNA
Restructuring charges	$	5.7	$	23.0
Other costs		7.2		44.1

Total CWNA	$	12.9	$	67.1


	Fiscal
	2012		Global
	Initiative		Initiative
(in millions)
CWAE
Restructuring charges	$	-	$	19.5
Other costs		-		6.2

Total CWAE	$	-	$	25.7


Corporate Operations and Other
Restructuring charges	$	6.8	$	4.3
Other costs		6.9		5.0

Total Corporate Operations and Other	$	13.7	$	9.3

- 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.

+ References + Details