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

Quarterly report pursuant to Section 13 or 15(d)

Acquisition (Tables)

Acquisition (Tables)

6 Months Ended

Aug. 31, 2014

Allocation of estimated fair value to assets acquired and liabilities assumed

The following table summarizes the allocation of the estimated fair value of the Beer Business Acquisition to the separately identifiable assets acquired and liabilities assumed as of June 7, 2013:



(in millions)
Cash	$	106.8
Accounts receivable	193.7
Inventories	243.1
Prepaid expenses and other	103.9
Property, plant and equipment	698.9
Goodwill	3,715.8
Intangible assets	2,403.2
Other assets	0.3
Total assets acquired	7,465.7
Accounts payable	123.2
Accrued excise taxes	14.4
Other accrued expenses and liabilities	72.9
Deferred income taxes	66.4
Other liabilities	10.6
Total liabilities assumed	287.5
Total estimated fair value	7,178.2
Less – fair value of the Company’s preexisting 50% equity interest in Crown Imports	(1,845.0		)
Less – cash acquired	(106.8		)
Aggregate purchase price	$	5,226.4

Unaudited pro forma financial information

The unaudited pro forma financial information is based upon currently available information and upon certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma financial information does not purport to present what the Company’s results of operations would actually have been if the aforementioned transaction had in fact occurred on such date or at the beginning of the period indicated, nor does it project the Company’s financial position or results of operations at any future date or for any future period.



	For the Six Months Ended August 31,				For the Three Months Ended August 31,
	2014		2013		2014		2013
(in millions, except per share data)
Net sales	$	3,130.1	$	2,750.6	$	1,604.1	$	1,511.6
Income (loss) before income taxes	$	595.0	$	162.9	$	288.7	$	(43.5	)
Net income (loss)	$	402.5	$	22.5	$	195.8	$	(112.8	)

Earnings (loss) per common share:
Basic – Class A Common Stock	$	2.12	$	0.12	$	1.03	$	(0.61	)
Basic – Class B Convertible Common Stock	$	1.93	$	0.11	$	0.93	$	(0.55	)

Diluted – Class A Common Stock	$	2.01	$	0.11	$	0.98	$	(0.61	)
Diluted – Class B Convertible Common Stock	$	1.84	$	0.11	$	0.90	$	(0.55	)

Weighted average common shares outstanding:
Basic – Class A Common Stock	168.663		163.277		169.158		164.825
Basic – Class B Convertible Common Stock	23.408		23.485		23.401		23.472

Diluted – Class A Common Stock	200.579		196.056		200.800		196.767
Diluted – Class B Convertible Common Stock	23.408		23.485		23.401		23.472