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

Annual report pursuant to Section 13 and 15(d)

Condensed Consolidating Financial Information (Tables)

Condensed Consolidating Financial Information (Tables)

12 Months Ended

Feb. 29, 2012

Condensed Consolidating Financial Information [Abstract]


	Parent Company			Subsidiary Guarantors		Subsidiary Nonguarantors			Eliminations			Consolidated
(in millions)
Condensed Consolidating Balance Sheet at February 29, 2012
Current assets:
Cash and cash investments	$	0.5		$	0.6	$	84.7		$	—		$	85.8
Accounts receivable, net		293.2			71.6		72.8			—			437.6
Inventories		143.0			916.8		322.0			(7.3	)		1,374.5
Prepaid expenses and other		22.5			116.5		398.6			(401.2	)		136.4
Intercompany (payable) receivable		(945.6	)		849.7		95.9			—			—

Total current assets		(486.4	)		1,955.2		974.0			(408.5	)		2,034.3
Property, plant and equipment, net		56.9			819.3		379.6			—			1,255.8
Investments in subsidiaries		6,704.7			166.6		—			(6,871.3	)		—
Goodwill		—			1,987.4		645.5			—			2,632.9
Intangible assets, net		—			673.4		193.0			—			866.4
Other assets, net		20.7			263.3		60.2			(23.7	)		320.5

Total assets	$	6,295.9		$	5,865.2	$	2,252.3		$	(7,303.5	)	$	7,109.9

Current liabilities:
Notes payable to banks	$	297.9		$	—	$	80.0		$	—		$	377.9
Current maturities of long-term debt		324.3			5.7		0.2			—			330.2
Accounts payable		23.8			75.7		31.0			—			130.5
Accrued excise taxes		14.4			6.3		4.1			—			24.8
Other accrued expenses and liabilities		518.2			138.5		82.5			(403.0	)		336.2

Total current liabilities		1,178.6			226.2		197.8			(403.0	)		1,199.6
Long-term debt, less current maturities		2,407.3			14.1		—			—			2,421.4
Deferred income taxes		2.7			534.5		95.1			(23.6	)		608.7
Other liabilities		31.3			53.5		119.4			—			204.2
Stockholders’ equity:
Preferred stock		—			9.0		1,180.8			(1,189.8	)		—
Common stock		2.6			100.7		27.0			(127.7	)		2.6
Additional paid-in capital		1,691.4			1,394.6		1,621.2			(3,015.8	)		1,691.4
Retained earnings (deficit)		2,107.3			3,519.1		(1,209.2	)		(2,309.9	)		2,107.3
Accumulated other comprehensive income		173.7			13.5		220.2			(233.7	)		173.7
Treasury stock		(1,299.0	)		—		—			—			(1,299.0	)

Total stockholders’ equity		2,676.0			5,036.9		1,840.0			(6,876.9	)		2,676.0

Total liabilities and stockholders’ equity	$	6,295.9		$	5,865.2	$	2,252.3		$	(7,303.5	)	$	7,109.9

Condensed Consolidating Balance Sheet at February 28, 2011
Current assets:
Cash and cash investments	$	0.7		$	0.9	$	7.6		$	—		$	9.2
Accounts receivable, net		322.8			32.3		62.3			—			417.4
Inventories		127.5			965.3		284.3			(7.8	)		1,369.3
Prepaid expenses and other		23.1			118.2		370.9			(225.1	)		287.1
Intercompany (payable) receivable		(522.3	)		389.7		132.6			—			—

Total current assets		(48.2	)		1,506.4		857.7			(232.9	)		2,083.0
Property, plant and equipment, net		110.3			764.8		344.5			—			1,219.6
Investments in subsidiaries		6,142.6			153.4		—			(6,296.0	)		—
Goodwill		—			1,987.4		632.4			—			2,619.8
Intangible assets, net		—			672.1		214.2			—			886.3
Other assets, net		36.3			256.9		72.9			(7.2	)		358.9

Total assets	$	6,241.0		$	5,341.0	$	2,121.7		$	(6,536.1	)	$	7,167.6

Current liabilities:
Notes payable to banks	$	74.9		$	—	$	8.8		$	—		$	83.7
Current maturities of long-term debt		12.5			3.4		—			—			15.9
Accounts payable		9.7			97.1		22.4			—			129.2
Accrued excise taxes		10.2			1.8		2.2			—			14.2
Other accrued expenses and liabilities		354.6			137.2		155.0			(226.9	)		419.9

Total current liabilities		461.9			239.5		188.4			(226.9	)		662.9
Long-term debt, less current maturities		3,117.3			19.4		—			—			3,136.7
Deferred income taxes		—			509.0		81.3			(7.2	)		583.1
Other liabilities		109.9			37.0		86.1			—			233.0
Stockholders’ equity:
Preferred stock		—			9.0		1,130.7			(1,139.7	)		—
Common stock		2.6			100.7		24.0			(124.7	)		2.6
Additional paid-in capital		1,602.4			1,394.6		1,620.5			(3,015.1	)		1,602.4
Retained earnings (deficit)		1,662.3			2,991.6		(1,221.1	)		(1,770.5	)		1,662.3
Accumulated other comprehensive income		188.8			40.2		211.8			(252.0	)		188.8
Treasury stock		(904.2	)		—		—			—			(904.2	)

Total stockholders’ equity		2,551.9			4,536.1		1,765.9			(6,302.0	)		2,551.9

Total liabilities and stockholders’ equity	$	6,241.0		$	5,341.0	$	2,121.7		$	(6,536.1	)	$	7,167.6

Condensed Consolidating Statement of Operations


	Parent Company			Subsidiary Guarantors			Subsidiary Nonguarantors			Eliminations			Consolidated
(in millions)
Condensed Consolidating Statement of Operations for the Year Ended February 29, 2012
Sales	$	1,319.1		$	1,721.4		$	702.6		$	(764.0	)	$	2,979.1
Less – excise taxes		(169.2	)		(93.5	)		(62.1	)		—			(324.8	)

Net sales		1,149.9			1,627.9			640.5			(764.0	)		2,654.3
Cost of product sold		(864.3	)		(1,063.2	)		(380.2	)		715.5			(1,592.2	)

Gross profit		285.6			564.7			260.3			(48.5	)		1,062.1
Selling, general and administrative expenses		(233.0	)		(180.1	)		(157.0	)		48.6			(521.5	)
Impairment of intangible assets		—			—			(38.1	)		—			(38.1	)
Restructuring charges		(4.3	)		(7.7	)		(4.0	)		—			(16.0	)

Operating income		48.3			376.9			61.2			0.1			486.5
Equity in earnings of equity method investees and subsidiaries		590.5			240.3			4.3			(606.6	)		228.5
Interest (expense) income, net		(256.5	)		70.4			5.1			—			(181.0	)
Loss on write-off of financing costs		—			—			—			—			—

Income before income taxes		382.3			687.6			70.6			(606.5	)		534.0
Benefit from (provision for) income taxes		62.7			(158.5	)		6.5			0.3			(89.0	)

Net income	$	445.0		$	529.1		$	77.1		$	(606.2	)	$	445.0

Condensed Consolidating Statement of Operations for the Year Ended February 28, 2011
Sales	$	726.0		$	1,916.1		$	1,904.7		$	(450.1	)	$	4,096.7
Less – excise taxes		(136.9	)		(96.6	)		(531.2	)		—			(764.7	)

Net sales		589.1			1,819.5			1,373.5			(450.1	)		3,332.0
Cost of product sold		(312.7	)		(1,173.1	)		(1,006.6	)		350.5			(2,141.9	)

Gross profit		276.4			646.4			366.9			(99.6	)		1,190.1
Selling, general and administrative expenses		(306.9	)		(262.0	)		(175.3	)		103.3			(640.9	)
Impairment of intangible assets		—			(6.9	)		(16.7	)		—			(23.6	)
Restructuring charges		(1.3	)		(7.1	)		(14.7	)		—			(23.1	)

Operating (loss) income		(31.8	)		370.4			160.2			3.7			502.5
Equity in earnings of equity method investees and subsidiaries		735.9			246.3			8.3			(746.7	)		243.8
Interest (expense) income, net		(213.3	)		14.6			3.4			—			(195.3	)
Loss on write-off of financing costs		—			—			—			—			—

Income before income taxes		490.8			631.3			171.9			(743.0	)		551.0
Benefit from (provision for) income taxes		68.7			(251.1	)		194.1			(3.2	)		8.5

Net income	$	559.5		$	380.2		$	366.0		$	(746.2	)	$	559.5

Condensed Consolidating Statement of Operations for the Year Ended February 28, 2010
Sales	$	689.8		$	1,803.9		$	2,097.1		$	(377.8	)	$	4,213.0
Less – excise taxes		(147.4	)		(95.0	)		(605.8	)		—			(848.2	)

Net sales		542.4			1,708.9			1,491.3			(377.8	)		3,364.8
Cost of product sold		(288.5	)		(1,067.6	)		(1,150.2	)		286.3			(2,220.0	)

Gross profit		253.9			641.3			341.1			(91.5	)		1,144.8
Selling, general and administrative expenses		(251.4	)		(236.8	)		(282.2	)		87.9			(682.5	)
Impairment of intangible assets		—			—			(103.2	)		—			(103.2	)
Restructuring charges		(0.8	)		(14.9	)		(31.9	)		—			(47.6	)

Operating income (loss)		1.7			389.6			(76.2	)		(3.6	)		311.5
Equity in earnings (losses) of equity method investees and subsidiaries		273.6			—265.9			(18.8	)		(307.1	)		213.6
Interest expense, net		(257.8	)		(1.7	)		(5.6	)		—			(265.1	)
Loss on write-off of financing costs		(0.7	)		—			—			—			(0.7	)

Income (loss) before income taxes		16.8			653.8			(100.6	)		(310.7	)		259.3
Benefit from (provision for) income taxes		82.5			(278.4	)		32.9			3.0			(160.0	)

Net income (loss)	$	99.3		$	375.4		$	(67.7	)	$	(307.7	)	$	99.3

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows for the Year Ended February 29, 2012
Net cash provided by operating activities	$	25.9		$	557.9		$	200.3		$	—	$	784.1

Cash flows from investing activities:
Purchases of property, plant and equipment		(20.5	)		(33.4	)		(14.5	)		—		(68.4	)
Purchase of business, net of cash acquired		—			—			(51.5	)		—		(51.5	)
Payments related to sale of business		(12.3	)		—			(18.5	)		—		(30.8	)
Investment in equity method investee		—			(0.1	)		—			—		(0.1	)
Proceeds from redemption of AFS debt securities		—			—			20.2			—		20.2
Proceeds from sales of assets		—			3.3			0.3			—		3.6
Proceeds from note receivable		1.0			—			—			—		1.0
Other investing activities		—			(6.0	)		(3.1	)		—		(9.1	)

Net cash used in investing activities		(31.8	)		(36.2	)		(67.1	)		—		(135.1	)

Cash flows from financing activities:
Intercompany financings, net		543.6			(503.4	)		(40.2	)		—		—
Principal payments of long-term debt		(414.2	)		(16.9	)		(44.8	)		—		(475.9	)
Purchases of treasury stock		(413.7	)		—			—			—		(413.7	)
Payment of minimum tax withholdings on stock-based payment awards		—			(1.7	)		(0.5	)		—		(2.2	)
Net proceeds from notes payable		223.1			—			26.7			—		249.8
Proceeds from exercises of employee stock options		51.3			—			—			—		51.3
Proceeds from excess tax benefits from stock-based payment awards		10.9			—			—			—		10.9
Proceeds from employee stock purchases		4.7			—			—			—		4.7
Payment of financing costs of long-term debt		—			—			—			—		—
Proceeds from maturity of derivative instrument		—			—			—			—		—

Net cash provided by (used in) financing activities		5.7			(522.0	)		(58.8	)		—		(575.1	)

Effect of exchange rate changes on cash and cash investments		—			—			2.7			—		2.7

Net (decrease) increase in cash and cash investments		(0.2	)		(0.3	)		77.1			—		76.6
Cash and cash investments, beginning of year		0.7			0.9			7.6			—		9.2

Cash and cash investments, end of year	$	0.5		$	0.6		$	84.7		$	—	$	85.8

Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2011
Net cash (used in) provided by operating activities	$	(108.8	)	$	483.5		$	245.0		$	—	$	619.7

Cash flows from investing activities:
Purchases of property, plant and equipment		(39.4	)		(31.5	)		(18.2	)		—		(89.1	)
Purchases of businesses, net of cash acquired		—			—			—			—		—
Proceeds from sales of businesses, net of cash divested		(2.3	)		(3.5	)		225.5			—		219.7
Investments in equity method investees		—			(0.1	)		(29.6	)		—		(29.7	)
Proceeds from redemption of AFS debt securities		—			—			—			—		—
Proceeds from sales of assets		—			3.4			16.1			—		19.5
Proceeds from notes receivable		60.0			—			—			—		60.0
Other investing activities		—			7.0			0.7			—		7.7

Net cash provided by (used in) investing activities		18.3			(24.7	)		194.5			—		188.1

Cash flows from financing activities:
Intercompany financings, net		858.5			(459.5	)		(399.0	)		—		—
Principal payments of long-term debt		(325.7	)		(1.7	)		(1.1	)		—		(328.5	)
Purchases of treasury stock		(300.0	)		—			—			—		(300.0	)
Payment of minimum tax withholdings on stock-based payment awards		—			—			(0.4	)		—		(0.4	)
Net repayment of notes payable		(214.4	)		—			(75.3	)		—		(289.7	)
Proceeds from exercises of employee stock options		61.0			—			—			—		61.0
Proceeds from excess tax benefits from stock-based payment awards		7.4			—			—			—		7.4
Proceeds from employee stock purchases		4.3			—			—			—		4.3
Payment of financing costs of long-term debt		(0.2	)		—			—			—		(0.2	)
Proceeds from maturity of derivative instrument		—			—			—			—		—

Net cash provided by (used in) financing activities		90.9			(461.2	)		(475.8	)		—		(846.1	)

Effect of exchange rate changes on cash and cash investments		—			—			4.0			—		4.0

Net increase (decrease) in cash and cash investments		0.4			(2.4	)		(32.3	)		—		(34.3	)
Cash and cash investments, beginning of year		0.3			3.3			39.9			—		43.5

Cash and cash investments, end of year	$	0.7		$	0.9		$	7.6		$	—	$	9.2

Condensed Consolidating Statement of Cash Flows for the Year Ended February 28, 2010
Net cash (used in) provided by operating activities	$	(139.4	)	$	287.3		$	254.7		$	—	$	402.6

Cash flows from investing activities:
Purchases of property, plant and equipment		(21.7	)		(55.4	)		(30.6	)		—		(107.7	)
Purchases of businesses, net of cash acquired		—			—			—			—		—
Proceeds from sales of businesses, net of cash divested		—			262.1			87.5			—		349.6
Investment in equity method investee		—			(0.9	)		—			—		(0.9	)
Proceeds from redemption of AFS debt securities		—			—			—			—		—
Proceeds from sales of assets		—			0.4			16.8			—		17.2
Proceeds from note receivable		—			—			—			—		—
Other investing activities		1.7			—			(3.3	)		—		(1.6	)

Net cash (used in) provided by investing activities		(20.0	)		206.2			70.4			—		256.6

Cash flows from financing activities:
Intercompany financings, net		663.8			(491.0	)		(172.8	)		—		—
Principal payments of long-term debt		(769.7	)		(2.9	)		(8.7	)		—		(781.3	)
Purchases of treasury stock		—			—			—			—		—
Payment of minimum tax withholdings on stock-based payment awards		—			—			(0.1	)		—		(0.1	)
Net proceeds from (repayment of) notes payable		222.1			—			(105.0	)		—		117.1
Proceeds from exercises of employee stock options		12.3			—			—			—		12.3
Proceeds from excess tax benefits from stock-based payment awards		2.7			—			—			—		2.7
Proceeds from employee stock purchases		4.5			—			—			—		4.5
Payment of financing costs of long-term debt		(11.5	)		—			—			—		(11.5	)
Proceeds from maturity of derivative instrument		33.2			—			—			—		33.2

Net cash provided by (used in) financing activities		157.4			(493.9	)		(286.6	)		—		(623.1	)

Effect of exchange rate changes on cash and cash investments		—			—			(5.7	)		—		(5.7	)

Net (decrease) increase in cash and cash investments		(2.0	)		(0.4	)		32.8			—		30.4
Cash and cash investments, beginning of year		2.3			3.7			7.1			—		13.1

Cash and cash investments, end of year	$	0.3		$	3.3		$	39.9		$	—	$	43.5