CONSTELLATION BRANDS, INC. - FORM 10-Q - June 30, 2016

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EX-31.1 - EXHIBIT 31.1 - CONSTELLATION BRANDS, INC.stzex311_531201610q.htm
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EX-12.1 - EXHIBIT 12.1 - CONSTELLATION BRANDS, INC.stzex121_531201610q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2016
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     

Commission File Number: 001-08495
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware
16-0716709
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
207 High Point Drive, Building 100, Victor, New York
14564
 
(Address of principal executive offices)
(Zip Code)
 
 
 
 
(585) 678-7100
 
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
Not Applicable
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                       ý  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ý  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

The number of shares outstanding with respect to each of the classes of common stock of Constellation Brands, Inc., as of June 24, 2016, is set forth below:
Class
 
Number of Shares Outstanding
Class A Common Stock, par value $.01 per share
 
177,154,409
Class B Common Stock, par value $.01 per share
 
23,352,727
Class 1 Common Stock, par value $.01 per share
 
2,000


TABLE OF CONTENTS




























This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. For further information regarding such forward-looking statements, risks and uncertainties, please see “Information Regarding Forward-Looking Statements” under Part I – Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to Constellation Brands, Inc. and its subsidiaries. Unless otherwise defined herein, refer to the Notes to Consolidated Financial Statements under Item 1 of this Quarterly Report on Form 10-Q for the definition of capitalized terms used herein.



PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements.
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
(unaudited)
 
May 31,
2016
 
February 29,
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
167.3

 
$
83.1

Accounts receivable
773.3

 
732.5

Inventories
1,918.8

 
1,851.6

Prepaid expenses and other
359.1

 
310.4

Total current assets
3,218.5

 
2,977.6

Property, plant and equipment
3,507.2

 
3,333.4

Goodwill
7,350.2

 
7,138.6

Intangible assets
3,440.4

 
3,403.8

Other assets
113.7

 
111.6

Total assets
$
17,630.0

 
$
16,965.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Notes payable to banks
$
29.8

 
$
408.3

Current maturities of long-term debt
1,587.8

 
856.7

Accounts payable
558.5

 
429.3

Accrued excise taxes
39.7

 
33.6

Other accrued expenses and liabilities
482.9

 
544.4

Total current liabilities
2,698.7

 
2,272.3

Long-term debt, less current maturities
6,690.6

 
6,816.2

Deferred income taxes
1,092.2

 
1,022.2

Other liabilities
159.9

 
162.5

Total liabilities
10,641.4

 
10,273.2

Commitments and contingencies

 

CBI stockholders’ equity:
 
 
 
Class A Common Stock, $.01 par value- Authorized, 322,000,000 shares; Issued, 256,230,269 shares and 255,558,026 shares, respectively
2.6

 
2.6

Class B Convertible Common Stock, $.01 par value- Authorized, 30,000,000 shares; Issued, 28,358,527 shares and 28,358,529 shares, respectively
0.3

 
0.3

Additional paid-in capital
2,633.8

 
2,589.0

Retained earnings
6,329.4

 
6,090.5

Accumulated other comprehensive loss
(456.5
)
 
(452.5
)
 
8,509.6

 
8,229.9

Less: Treasury stock –
 
 
 
Class A Common Stock, at cost, 79,081,611 shares and 79,454,011 shares, respectively
(1,659.4
)
 
(1,668.1
)
Class B Convertible Common Stock, at cost, 5,005,800 shares
(2.2
)
 
(2.2
)
 
(1,661.6
)
 
(1,670.3
)
Total CBI stockholders’ equity
6,848.0

 
6,559.6

Noncontrolling interests
140.6

 
132.2

Total stockholders’ equity
6,988.6

 
6,691.8

Total liabilities and stockholders’ equity
$
17,630.0

 
$
16,965.0


The accompanying notes are an integral part of these statements.

1



CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions, except per share data)
(unaudited)
 
For the Three Months Ended May 31,
 
2016
 
2015
Sales
$
2,053.0

 
$
1,798.0

Less – excise taxes
(181.2
)
 
(166.7
)
Net sales
1,871.8

 
1,631.3

Cost of product sold
(990.5
)
 
(894.2
)
Gross profit
881.3

 
737.1

Selling, general and administrative expenses
(328.6
)
 
(309.8
)
Operating income
552.7

 
427.3

Equity in earnings of equity method investees
0.7

 
1.0

Interest expense
(84.6
)
 
(77.5
)
Income before income taxes
468.8

 
350.8

Provision for income taxes
(149.7
)
 
(110.6
)
Net income
319.1

 
240.2

Net income attributable to noncontrolling interests
(0.8
)
 
(1.6
)
Net income attributable to CBI
$
318.3

 
$
238.6

 
 
 
 
Comprehensive income
$
313.2

 
$
183.5

Comprehensive loss attributable to noncontrolling interests
1.1

 
1.2

Comprehensive income attributable to CBI
$
314.3

 
$
184.7

 
 
 
 
Net income per common share attributable to CBI:
 
 
 
Basic – Class A Common Stock
$
1.61

 
$
1.24

Basic – Class B Convertible Common Stock
$
1.46

 
$
1.12

 
 
 
 
Diluted – Class A Common Stock
$
1.55

 
$
1.18

Diluted – Class B Convertible Common Stock
$
1.43

 
$
1.09

 
 
 
 
Weighted average common shares outstanding:
 
 
 
Basic – Class A Common Stock
176.542

 
171.370

Basic – Class B Convertible Common Stock
23.353

 
23.376

 
 
 
 
Diluted – Class A Common Stock
205.367

 
202.855

Diluted – Class B Convertible Common Stock
23.353

 
23.376

 
 
 
 
Cash dividends declared per common share:
 
 
 
Class A Common Stock
$
0.40

 
$
0.31

Class B Convertible Common Stock
$
0.36

 
$
0.28


The accompanying notes are an integral part of these statements.

2



CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
 
For the Three Months Ended May 31,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income
$
319.1

 
$
240.2

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Deferred tax provision
56.0

 
38.3

Depreciation
55.8

 
43.0

Stock-based compensation
16.0

 
12.3

Amortization of intangible assets
4.2

 
11.7

Amortization of debt issuance costs
3.2

 
3.2

Change in operating assets and liabilities, net of effects from purchase of business:
 
 
 
Accounts receivable
(39.0
)
 
(98.3
)
Inventories
(19.0
)
 
37.0

Prepaid expenses and other current assets
(31.6
)
 
0.6

Accounts payable
55.9

 
21.1

Accrued excise taxes
6.0

 
2.2

Other accrued expenses and liabilities
(75.4
)
 
(105.2
)
Other
(5.3
)
 
(0.4
)
Total adjustments
26.8

 
(34.5
)
Net cash provided by operating activities
345.9

 
205.7

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchase of business
(284.9
)
 
—

Purchases of property, plant and equipment
(169.4
)
 
(129.7
)
Other investing activities
0.4

 
(1.6
)
Net cash used in investing activities
(453.9
)
 
(131.3
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
700.0

 
—

Excess tax benefits from stock-based payment awards
68.8

 
63.6

Proceeds from shares issued under equity compensation plans
15.9

 
9.6

Proceeds from noncontrolling interests
9.5

 
—

Net proceeds from (repayments of) notes payable
(379.1
)
 
50.9

Principal payments of long-term debt
(94.2
)
 
(79.4
)
Dividends paid
(79.3
)
 
(59.8
)
Payments of minimum tax withholdings on stock-based payment awards
(45.5
)
 
(38.3
)
Payments of debt issuance costs
(3.2
)
 
—

Purchases of treasury stock
(1.0
)
 
—

Net cash provided by (used in) financing activities
191.9

 
(53.4
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
0.3

 
(0.4
)
 
 
 
 
Net increase in cash and cash equivalents
84.2

 
20.6

Cash and cash equivalents, beginning of period
83.1

 
110.1

Cash and cash equivalents, end of period
$
167.3

 
$
130.7

 
 
 
 
Supplemental disclosures of noncash investing and financing activities:
 
 
 
Noncash additions to property, plant and equipment
$
88.0

 
$
34.1

The accompanying notes are an integral part of these statements.

3



CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2016
(unaudited)

1.    BASIS OF PRESENTATION:

Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to Constellation Brands, Inc. and its subsidiaries. We have prepared the consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reporting on Form 10-Q and reflect, in our opinion, all adjustments necessary to present fairly our financial information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted as permitted by such rules and regulations. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016 (the “2016 Annual Report”). Results of operations for interim periods are not necessarily indicative of annual results.

2.    INVENTORIES:

Inventories are stated at the lower of cost (primarily computed in accordance with the first-in, first-out method) or net realizable value. Elements of cost include materials, labor and overhead and consist of the following:
 
May 31,
2016
 
February 29,
2016
(in millions)
 
 
 
Raw materials and supplies
$
118.4

 
$
107.2

In-process inventories
1,157.1

 
1,218.7

Finished case goods
643.3

 
525.7

 
$
1,918.8

 
$
1,851.6


3.    DERIVATIVE INSTRUMENTS:

Overview –
Our risk management and derivative accounting policies are presented in Notes 1 and 6 of our consolidated financial statements included in our 2016 Annual Report and have not changed significantly for the three months ended May 31, 2016.

The aggregate notional value of outstanding derivative instruments is as follows:
 
May 31,
2016
 
February 29,
2016
(in millions)
 
 
 
Derivative instruments designated as hedging instruments
 
 
 
Foreign currency contracts
$
847.4

 
$
731.6

Interest rate swap contracts
$
700.0

 
$
600.0

 
 
 
 
Derivative instruments not designated as hedging instruments
 
 
 
Foreign currency contracts
$
2,346.1

 
$
975.6

Commodity derivative contracts
$
186.9

 
$
198.7

Interest rate swap contracts
$
1,000.0

 
$
1,000.0



4



Credit risk –
We are exposed to credit-related losses if the counterparties to our derivative contracts default. This credit risk is limited to the fair value of the derivative contracts. To manage this risk, we contract only with major financial institutions that have earned investment-grade credit ratings and with whom we have standard International Swaps and Derivatives Association agreements which allow for net settlement of the derivative contracts. We have also established counterparty credit guidelines that are regularly monitored. Because of these safeguards, we believe the risk of loss from counterparty default to be immaterial.

In addition, our derivative instruments are not subject to credit rating contingencies or collateral requirements. As of May 31, 2016, the estimated fair value of derivative instruments in a net liability position due to counterparties was $84.4 million. If we were required to settle the net liability position under these derivative instruments on May 31, 2016, we would have had sufficient availability under our available liquidity on hand to satisfy this obligation.

Results of period derivative activity –
The estimated fair value and location of our derivative instruments on our balance sheets are as follows (see Note 4):
Assets
 
Liabilities
 
May 31,
2016
 
February 29,
2016
 
 
May 31,
2016
 
February 29,
2016
(in millions)
 
 
 
 
 
 
 
 
Derivative instruments designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other
$
4.5

 
$
5.5

 
Other accrued expenses and liabilities
$
31.1

 
$
33.0

Other assets
$
2.0

 
$
1.2

 
Other liabilities
$
27.4

 
$
26.2

Interest rate swap contracts:
Other assets
$
0.9

 
$
0.3

 
Other accrued expenses and liabilities
$
1.1

 
$
1.5

 
 
 
 
 
Other liabilities
$
0.4

 
$
0.4

 
 
 
 
 
 
 
 
 
Derivative instruments not designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other
$
2.6

 
$
4.8

 
Other accrued expenses and liabilities
$
5.4

 
$
9.8

Commodity derivative contracts:
Prepaid expenses and other
$
1.6

 
$
0.6

 
Other accrued expenses and liabilities
$
18.4

 
$
29.3

Other assets
$
1.3

 
$
0.3

 
Other liabilities
$
8.2

 
$
16.8

Interest rate swap contracts:
Prepaid expenses and other
$
0.8

 
$
0.7

 
Other accrued expenses and liabilities
$
5.7

 
$
5.7



5



The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as Other Comprehensive Income (“OCI”), net of income tax effect, is as follows:
Derivative Instruments in
Designated Cash Flow
Hedging Relationships
 
Net
Gain (Loss)
Recognized
in OCI
(Effective
portion)
 
Location of Net Gain (Loss)
Reclassified from AOCI to
Income (Effective portion)
 
Net
Gain (Loss)
Reclassified
from AOCI to
Income
(Effective
portion)
(in millions)
 
 
 
 
 
 
For the Three Months Ended May 31, 2016
 
 
 
 
 
 
Foreign currency contracts
 
$
(2.3
)
 
Sales
 
$
0.1

 
 
 
 
Cost of product sold
 
(5.0
)
Interest rate swap contracts
 
0.9

 
Interest expense
 
(1.9
)
 
 
$
(1.4
)
 
 
 
$
(6.8
)
 
 
 
 
 
 
 
For the Three Months Ended May 31, 2015
 
 
 
 
 
 
Foreign currency contracts
 
$
(6.9
)
 
Sales
 
$
0.6

 
 
 
 
Cost of product sold
 
(3.5
)
Interest rate swap contracts
 
(0.7
)
 
Interest expense
 
(2.1
)
 
 
$
(7.6
)
 
 
 
$
(5.0
)

We expect $23.0 million of net losses, net of income tax effect, to be reclassified from accumulated other comprehensive income (loss) (“AOCI”) to our results of operations within the next 12 months.

The effect of our undesignated derivative instruments on our results of operations is as follows:
Derivative Instruments Not
Designated as Hedging Instruments
 
 
 
Location of Net Gain (Loss)
Recognized in Income
 
Net
Gain (Loss)
Recognized
in Income
(in millions)
 
 
 
 
 
 
For the Three Months Ended May 31, 2016
 
 
 
 
 
 
Commodity derivative contracts
 
 
 
Cost of product sold
 
$
13.1

Foreign currency contracts
 
 
 
Selling, general and administrative expenses
 
(10.5
)
 
 
 
 
 
 
$
2.6

 
 
 
 
 
 
 
For the Three Months Ended May 31, 2015
 
 
 
 
 
 
Commodity derivative contracts
 
 
 
Cost of product sold
 
$
(5.2
)
Foreign currency contracts
 
 
 
Selling, general and administrative expenses
 
(4.1
)
 
 
 
 
 
 
$
(9.3
)

4.    FAIR VALUE OF FINANCIAL INSTRUMENTS:

Authoritative guidance establishes a framework for measuring fair value and requires disclosures about fair value measurements for financial instruments. 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. It 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 includes three levels:

•
Level 1 inputs are quoted prices in active markets for identical assets or liabilities;

6



•
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.

Fair value methodology and assumptions –
The methods and assumptions we use to estimate the fair value for each class of our financial instruments are presented in Notes 1 and 7 of our consolidated financial statements included in our 2016 Annual Report and have not changed significantly for the three months ended May 31, 2016. The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and notes payable to banks, approximate fair value as of May 31, 2016, and February 29, 2016, due to the relatively short maturity of these instruments. As of May 31, 2016, the carrying amount of long-term debt, including the current portion, was $8,278.4 million, compared with an estimated fair value of $8,154.8 million. As of February 29, 2016, the carrying amount of long-term debt, including the current portion, was $7,672.9 million, compared with an estimated fair value of $7,252.0 million.

Recurring basis measurements –
The following table presents our financial assets and liabilities measured at estimated fair value on a recurring basis:
 
Fair Value Measurements Using
 
 
 
Quoted
Prices in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
(in millions)
 
 
 
 
 
 
 
May 31, 2016
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Foreign currency contracts
$
—

 
$
9.1

 
$
—

 
$
9.1

Commodity derivative contracts
$
—

 
$
2.9

 
$
—

 
$
2.9

Interest rate swap contracts
$
—

 
$
1.7

 
$
—

 
$
1.7

Available-for-sale (“AFS”) debt securities
$
—

 
$
—

 
$
4.7

 
$
4.7

Liabilities:
 
 
 
 
 
 
 
Foreign currency contracts
$
—

 
$
63.9

 
$
—

 
$
63.9

Commodity derivative contracts
$
—

 
$
26.6

 
$
—

 
$
26.6

Interest rate swap contracts
$
—

 
$
7.2

 
$
—

 
$
7.2

 
 
 
 
 
 
 
 
February 29, 2016
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Foreign currency contracts
$
—

 
$
11.5

 
$
—

 
$
11.5

Commodity derivative contracts
$
—

 
$
0.9

 
$
—

 
$
0.9

Interest rate swap contracts
$
—

 
$
1.0

 
$
—

 
$
1.0

AFS debt securities
$
—

 
$
—

 
$
4.6

 
$
4.6

Liabilities:
 
 
 
 
 
 
 
Foreign currency contracts
$
—

 
$
69.0

 
$
—

 
$
69.0

Commodity derivative contracts
$
—

 
$
46.1

 
$
—

 
$
46.1

Interest rate swap contracts
$
—

 
$
7.6

 
$
—

 
$
7.6



7



5.    GOODWILL:

The changes in the carrying amount of goodwill are as follows:
 
Beer
 
Wine and Spirits
 
Consolidated
(in millions)
 
 
 
 
 
Balance, February 28, 2015
$
3,776.2

 
$
2,432.0

 
$
6,208.2

Purchase accounting allocations (1)
761.8

 
203.3

 
965.1

Foreign currency translation adjustments
(7.9
)
 
(26.8
)
 
(34.7
)
Balance, February 29, 2016
4,530.1

 
2,608.5

 
7,138.6

Purchase accounting allocations (2)
(0.1
)
 
204.8

 
204.7

Foreign currency translation adjustments
(0.7
)
 
7.6

 
6.9

Balance, May 31, 2016
$
4,529.3

 
$
2,820.9

 
$
7,350.2

(1) 
Purchase accounting allocations associated with the acquisitions of Ballast Point (as defined below) (Beer) and Meiomi (as defined below) (Wine and Spirits).
(2) 
Preliminary purchase accounting allocations associated primarily with the acquisition of Prisoner (as defined below) (Wine and Spirits).

As of May 31, 2016, and February 29, 2016, we have accumulated impairment losses of $220.8 million and $213.5 million, respectively, within our Wine and Spirits segment. The change between periods is due to foreign currency translation adjustments.

Prisoner –
In April 2016, we acquired The Prisoner Wine Company business, consisting primarily of trademarks, related inventories and certain grape supply contracts, for $284.9 million (“Prisoner”). The results of operations of Prisoner are reported in the Wine and Spirits segment and have been included in our results of operations from the date of acquisition.

Ballast Point –
In December 2015, we acquired all of the issued and outstanding common and preferred stock of Home Brew Mart, Inc. d/b/a/ Ballast Point Brewing & Spirits (“Ballast Point”). The following table summarizes the allocation of the estimated fair value for the significant assets acquired:
(in millions)
 
Goodwill
$
761.7

Trademarks
222.8

Other
15.5

Total estimated fair value
1,000.0

Less – cash acquired
(1.5
)
Purchase price
$
998.5


Goodwill associated with the acquisition is primarily attributable to the future growth opportunities associated with the acquisition of a high-growth premium platform that will enable us to compete in the fast-growing craft beer category, further strengthening our position in the high-end U.S. beer market. None of the goodwill recognized is expected to be deductible for income tax purposes. The results of operations of Ballast Point are reported in the Beer segment and have been included in our consolidated results of operations from the date of acquisition.

Meiomi –
In August 2015, we acquired the Meiomi wine business, consisting primarily of the trademark, related inventories and certain grape supply contracts, for $316.2 million (“Meiomi”). The results of operations of Meiomi

8



are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.

6.    INTANGIBLE ASSETS:

The major components of intangible assets are as follows:
 
May 31, 2016
 
February 29, 2016
 
Gross
Carrying
Amount
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Net
Carrying
Amount
(in millions)
 
 
 
 
 
 
 
Amortizable intangible assets
 
 
 
 
 
 
 
Customer relationships
$
104.7

 
$
60.8

 
$
102.5

 
$
60.2

Favorable interim supply agreement
68.3

 
—

 
68.3

 
2.2

Other
22.5

 
3.4

 
22.3

 
3.5

Total
$
195.5

 
64.2

 
$
193.1

 
65.9

 
 
 
 
 
 
 
 
Nonamortizable intangible assets
 
 
 
 
 
 
 
Trademarks
 
 
3,372.0

 
 
 
3,333.8

Other
 
 
4.2

 
 
 
4.1

Total
 
 
3,376.2

 
 
 
3,337.9

Total intangible assets
 
 
$
3,440.4

 
 
 
$
3,403.8


We did not incur costs to renew or extend the term of acquired intangible assets for the three months ended May 31, 2016, and May 31, 2015. Net carrying amount represents the gross carrying value net of accumulated amortization. Amortization expense for intangible assets was $4.2 million and $11.7 million for the three months ended May 31, 2016, and May 31, 2015, respectively. Estimated amortization expense for the remaining nine months of fiscal 2017 and for each of the five succeeding fiscal years and thereafter is as follows:
(in millions)
 
2017
$
6.3

2018
$
6.2

2019
$
6.2

2020
$
5.9

2021
$
5.6

2022
$
5.3

Thereafter
$
28.7



9



7.    BORROWINGS:

Borrowings consist of the following:
 
May 31, 2016
 
February 29,
2016
 
Current
 
Long-term
 
Total
 
Total
(in millions)
 
 
 
 
 
 
 
Notes payable to banks
 
 
 
 
 
 
 
Senior Credit Facility – Revolving Credit Loans
$
—

 
$
—

 
$
—

 
$
92.0

Other
29.8

 
—

 
29.8

 
316.3

 
$
29.8

 
$
—

 
$
29.8

 
$
408.3

 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
Senior Credit Facility – Term Loans
$
172.5

 
$
3,347.8

 
$
3,520.3

 
$
2,856.8

Senior Notes
1,398.7

 
3,319.4

 
4,718.1

 
4,716.3

Other
16.6

 
23.4

 
40.0

 
99.8

 
$
1,587.8

 
$
6,690.6

 
$
8,278.4

 
$
7,672.9


Senior credit facility –
In March 2016, the Company, CIH International S.à r.l., a wholly-owned indirect subsidiary of ours (“CIH”), CIH Holdings S.à r.l., a wholly-owned indirect subsidiary of ours (“CIHH”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), and certain other lenders entered into a Restatement Agreement (the “2016 Restatement Agreement”) that amended and restated our prior senior credit facility (as amended and restated by the 2016 Restatement Agreement, the “2016 Credit Agreement”). The principal changes effected by the 2016 Restatement Agreement were:

•
The creation of a new $700.0 million European Term A-1 loan facility maturing on March 10, 2021;
•
An increase of the European revolving commitment under the revolving credit facility by $425.0 million to $1.0 billion;
•
The addition of CIHH as a new borrower under the new European Term A-1 loan facility and the European revolving commitment; and
•
The entry into a cross-guarantee agreement by CIH and CIHH whereby each guarantees the other’s obligations under the 2016 Credit Agreement.

In addition, the European obligations under the 2016 Credit Agreement are guaranteed by us and certain of our U.S. subsidiaries. These obligations are also secured by a pledge of (i)  100% of certain interests in certain of CIH’s subsidiaries, (ii)  100% of certain interests in certain of CIHH’s subsidiaries and (iii)  100% of the ownership interests in certain of our U.S. subsidiaries and 65% of the ownership interests in certain of our foreign subsidiaries.

Proceeds from borrowings under the 2016 Credit Agreement were used to refinance outstanding obligations under our prior senior credit facility and short-term borrowings under our accounts receivable securitization facilities, and for other general corporate purposes.

10




The 2016 Credit Agreement provides for aggregate credit facilities of $4,690.5 million, consisting of the following:
 
Amount
 
Maturity
(in millions)
 
 
 
Revolving Credit Facility (1) (2)
$
1,150.0

 
July 16, 2020
U.S. Term A Facility (1) (3)
1,223.9

 
July 16, 2020
U.S. Term A-1 Facility (1) (3)
240.1

 
July 16, 2021
European Term A Facility (1) (3)
1,376.5

 
July 16, 2020
European Term A-1 Facility (1) (3)
700.0

 
March 10, 2021
 
$
4,690.5

 
 
(1) 
Contractual interest rate varies based on our debt ratio (as defined in the 2016 Credit Agreement) and is a function of LIBOR plus a margin, or the base rate plus a margin.
(2) 
Provides for credit facilities consisting of a $150.0 million U.S. Revolving Credit Facility and a $1,000.0 million European Revolving Credit Facility. Includes two sub-facilities for letters of credit of up to $200.0 million in the aggregate. We are the borrower under the U.S. Revolving Credit Facility and we and/or CIH and/or CIHH are the borrowers under the European Revolving Credit Facility.
(3) 
We are the borrower under the U.S. Term A and the U.S. Term A-1 loan facilities. CIH is the borrower under the European Term A loan facility. CIHH is the borrower under the European Term A-1 loan facility.

As of May 31, 2016, information with respect to borrowings under the 2016 Credit Agreement is as follows:
 
Revolving
Credit
Facility
 
U.S.
Term A
Facility (1)
 
U.S.
Term A-1
Facility (1)
 
European
Term A
Facility (1)
 
European
Term A-1
Facility (1)
(in millions)
 
 
 
 
 
 
 
 
 
Outstanding borrowings
$
—

 
$
1,215.0

 
$
239.7

 
$
1,368.9

 
$
696.7

Interest rate
—
%
 
1.9
%
 
2.2
%
 
1.9
%
 
1.9
%
Libor margin
1.5
%
 
1.5
%
 
1.75
%
 
1.5
%
 
1.5
%
Outstanding letters of credit
$
17.0

 
 
 
 
 
 
 
 
Remaining borrowing capacity
$
1,133.0

 
 
 
 
 
 
 
 
(1) 
Outstanding term loan facility borrowings are net of unamortized debt issuance costs.

As of May 31, 2016, the required principal repayments of the term loans under the 2016 Credit Agreement (excluding unamortized debt issuance costs of $20.2 million) for the remaining nine months of fiscal 2017 and for each of the five succeeding fiscal years are as follows:
 
U.S.
Term A
Facility
 
U.S.
Term A-1
Facility
 
European
Term A
Facility
 
European
Term A-1
Facility
 
Total
(in millions)
 
 
 
 
 
 
 
 
 
2017
$
47.7

 
$
1.8

 
$
53.6

 
$
26.3

 
$
129.4

2018
63.6

 
2.4

 
71.5

 
35.0

 
172.5

2019
63.6

 
2.4

 
71.5

 
35.0

 
172.5

2020
63.6

 
2.4

 
71.5

 
35.0

 
172.5

2021
985.4

 
2.4

 
1,108.4

 
35.0

 
2,131.2

2022
—

 
228.7

 
—

 
533.7

 
762.4

 
$
1,223.9

 
$
240.1

 
$
1,376.5

 
$
700.0

 
$
3,540.5


Interest rate swap contracts –
In April 2012, we entered into interest rate swap agreements which fixed our interest rates on $500.0 million of our floating LIBOR rate debt at an average rate of 2.8% (exclusive of borrowing margins) through

11



September 1, 2016. We have entered into $200.0 million of additional one-month LIBOR base rate delayed-start interest rate swap agreements effective September 1, 2016, which are designated as cash flow hedges for $200.0 million of our floating LIBOR rate debt. As a result, we have fixed our interest rates on $200.0 million of our floating LIBOR rate debt at an average rate of 1.1% (exclusive of borrowing margins) from September 1, 2016, through July 1, 2020.

Accounts receivable securitization facilities –
On September 28, 2015, we amended our prior trade accounts receivable securitization facility (as amended, the “CBI Facility”) for an additional 364-day term. Under the CBI Facility, trade accounts receivable generated by us and certain of our subsidiaries are sold by us to a wholly-owned bankruptcy remote single purpose subsidiary, the CBI SPV, which is consolidated by us for financial reporting purposes. The CBI Facility provides borrowing capacity of $235.0 million up to $330.0 million structured to account for the seasonality of our business, subject to further limitations based upon various pre-agreed formulas.

Also, on September 28, 2015, Crown Imports amended its prior trade accounts receivable securitization facility (as amended, the “Crown Facility”) for an additional 364-day term. Under the Crown Facility, trade accounts receivable generated by Crown Imports are sold by Crown Imports to its wholly-owned bankruptcy remote single purpose subsidiary, the Crown SPV, which is consolidated by us for financial reporting purposes. The Crown Facility provides borrowing capacity of $100.0 million up to $190.0 million structured to account for the seasonality of Crown Imports’ business.

As of May 31, 2016, our accounts receivable securitization facilities are as follows:
 
Outstanding
Borrowings
 
Weighted
Average
Interest Rate
 
Remaining
Borrowing
Capacity
(in millions)
 
 
 
 
 
CBI Facility
$
—

 
—
%
 
$
300.0

Crown Facility
$
—

 
—
%
 
$
190.0


8.    INCOME TAXES:

Our effective tax rate for the three months ended May 31, 2016, and May 31, 2015, was 31.9% and 31.5%, respectively. Our effective tax rates for the three months ended May 31, 2016, and May 31, 2015, were lower than the federal statutory rate of 35% primarily due to lower effective tax rates applicable to our foreign businesses. Our effective tax rate for the three months ended May 31, 2015, also benefited from a decrease in uncertain tax positions.

During the three months ended August 31, 2015, the Internal Revenue Service (“IRS”) concluded its examination of our fiscal years ended February 28, 2010, and February 28, 2011. We received a Revenue Agent’s Report (“RAR”) from the IRS proposing tax assessments for those years. We disagree with certain assessments in this report and have submitted a written protest stating our formal disagreement with the conclusions presented in the RAR. We believe that our position will be successfully sustained.

9.    NET INCOME PER COMMON SHARE ATTRIBUTABLE TO CBI:

For the three months ended May 31, 2016, and May 31, 2015, net income per common share – diluted for Class A Common Stock has been computed using the if-converted method and assumes the exercise of stock options using the treasury stock method and the conversion of Class B Convertible Common Stock as this method is more dilutive than the two-class method. For the three months ended May 31, 2016, and May 31, 2015, net income per common share – diluted for Class B Convertible Common Stock has been computed using the two-class method and does not assume conversion of Class B Convertible Common Stock into shares of Class A Common Stock.


12



The computation of basic and diluted net income per common share is as follows:
 
For the Three Months Ended
 
May 31, 2016
 
May 31, 2015
 
Common Stock
 
Common Stock
 
Class A
 
Class B
 
Class A
 
Class B
(in millions, except per share data)
 
 
 
 
 
 
 
Net income attributable to CBI allocated – basic
$
284.2

 
$
34.1

 
$
212.3

 
$
26.3

Conversion of Class B common shares into Class A common shares
34.1

 
—

 
26.3

 
—

Effect of stock-based awards on allocated net income
—

 
(0.7
)
 
—

 
(0.8
)
Net income attributable to CBI allocated – diluted
$
318.3

 
$
33.4

 
$
238.6

 
$
25.5

 
 
 
 
 
 
 
 
Weighted average common shares outstanding – basic
176.542

 
23.353

 
171.370

 
23.376

Conversion of Class B common shares into Class A common shares
23.353

 
—

 
23.376

 
—

Stock-based awards, primarily stock options
5.472

 
—

 
8.109

 
—

Weighted average common shares outstanding – diluted
205.367

 
23.353

 
202.855

 
23.376

 
 
 
 
 
 
 
 
Net income per common share attributable to CBI – basic
$
1.61

 
$
1.46

 
$
1.24

 
$
1.12

Net income per common share attributable to CBI – diluted
$
1.55

 
$
1.43

 
$
1.18

 
$
1.09


10.    COMPREHENSIVE INCOME ATTRIBUTABLE TO CBI:

Comprehensive income consists of net income, foreign currency translation adjustments, net unrealized gains (losses) on derivative instruments, net unrealized gains (losses) on AFS debt securities and pension/postretirement adjustments. The reconciliation of net income attributable to CBI to comprehensive income attributable to CBI is as follows:
 
Before Tax
Amount
 
Tax (Expense)
Benefit
 
Net of Tax
Amount
(in millions)
 
 
 
 
 
For the Three Months Ended May 31, 2016
 
 
 
 
 
Net income attributable to CBI
 
 
 
 
$
318.3

Other comprehensive income (loss) attributable to CBI:
 
 
 
 
 
Foreign currency translation adjustments:
 
 
 
 
 
Net losses
$
(7.4
)
 
$
(1.8
)
 
(9.2
)
Reclassification adjustments
—

 
—

 
—

Net loss recognized in other comprehensive loss
(7.4
)
 
(1.8
)
 
(9.2
)
Unrealized loss on cash flow hedges:
 
 
 
 
 
Net derivative losses
(3.2
)
 
1.8

 
(1.4
)
Reclassification adjustments
10.1

 
(3.4
)
 
6.7

Net gain recognized in other comprehensive loss
6.9

 
(1.6
)
 
5.3

Unrealized gain on AFS debt securities:
 
 
 
 
 
Net AFS debt securities gains
0.1

 
—

 
0.1

Reclassification adjustments
—

 
—

 
—

Net gain recognized in other comprehensive loss
0.1

 
—

 
0.1

Pension/postretirement adjustments:
 
 
 
 
 
Net actuarial losses
(0.6
)
 
0.2

 
(0.4
)
Reclassification adjustments
0.2

 
—

 
0.2

Net loss recognized in other comprehensive loss
(0.4
)
 
0.2

 
(0.2
)
Other comprehensive loss attributable to CBI
$
(0.8
)
 
$
(3.2
)
 
(4.0
)
Comprehensive income attributable to CBI
 
 
 
 
$
314.3

 
 
 
 
 
 

13



 
Before Tax
Amount
 
Tax (Expense)
Benefit
 
Net of Tax
Amount
(in millions)
 
 
 
 
 
For the Three Months Ended May 31, 2015
 
 
 
 
 
Net income attributable to CBI
 
 
 
 
$
238.6

Other comprehensive loss attributable to CBI:
 
 
 
 
 
Foreign currency translation adjustments:
 
 
 
 
 
Net losses
$
(50.7
)
 
$
(0.6
)
 
(51.3
)
Reclassification adjustments
—

 
—

 
—

Net loss recognized in other comprehensive loss
(50.7
)
 
(0.6
)
 
(51.3
)
Unrealized loss on cash flow hedges:
 
 
 
 
 
Net derivative losses
(10.5
)
 
2.9

 
(7.6
)
Reclassification adjustments
7.6

 
(2.5
)
 
5.1

Net loss recognized in other comprehensive loss
(2.9
)
 
0.4

 
(2.5
)
Unrealized loss on AFS debt securities:
 
 
 
 
 
Net AFS debt securities losses
(0.1
)
 
—

 
(0.1
)
Reclassification adjustments
—

 
—

 
—

Net loss recognized in other comprehensive loss
(0.1
)
 
—

 
(0.1
)
Pension/postretirement adjustments:
 
 
 
 
 
Net actuarial losses
(0.1
)
 
—

 
(0.1
)
Reclassification adjustments
0.1

 
—

 
0.1

Net loss recognized in other comprehensive loss
—

 
—

 
—

Other comprehensive loss attributable to CBI
$
(53.7
)
 
$
(0.2
)
 
(53.9
)
Comprehensive income attributable to CBI
 
 
 
 
$
184.7


Accumulated other comprehensive loss, net of income tax effect, includes the following components:
 
Foreign
Currency
Translation
Adjustments
 
Net
Unrealized
Losses on
Derivative
Instruments
 
Net
Unrealized
Gains (Losses)
on AFS Debt
Securities
 
Pension/
Postretirement
Adjustments
 
Accumulated
Other
Comprehensive
Loss
(in millions)
 
 
 
 
 
 
 
 
 
Balance, February 29, 2016
$
(390.5
)
 
$
(46.1
)
 
$
(2.8
)
 
$
(13.1
)
 
$
(452.5
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss) before reclassification adjustments
(9.2
)
 
(1.4
)
 
0.1

 
(0.4
)
 
(10.9
)
Amounts reclassified from accumulated other comprehensive loss
—

 
6.7

 
—

 
0.2

 
6.9

Other comprehensive income (loss)
(9.2
)
 
5.3

 
0.1

 
(0.2
)
 
(4.0
)
Balance, May 31, 2016
$
(399.7
)
 
$
(40.8
)
 
$
(2.7
)
 
$
(13.3
)
 
$
(456.5
)

11.    CONDENSED CONSOLIDATING FINANCIAL INFORMATION:

The following information sets forth the condensed consolidating balance sheets as of May 31, 2016, and February 29, 2016, the condensed consolidating statements of comprehensive income for the three months ended May 31, 2016, and May 31, 2015, and the condensed consolidating statements of cash flows for the three months ended May 31, 2016, and May 31, 2015, for the parent company, our combined subsidiaries which guarantee our senior notes (“Subsidiary Guarantors”), our combined subsidiaries which are not Subsidiary Guarantors (primarily foreign subsidiaries) (“Subsidiary Nonguarantors”) and the Company. The Subsidiary Guarantors are 100% owned, directly or indirectly, by the parent company and the guarantees are joint and several obligations of each of the Subsidiary Guarantors. The guarantees are full and unconditional, as those terms are used in Rule 3-10 of Regulation S-X, except that a Subsidiary Guarantor can be automatically released and relieved of its obligations under certain customary

14



circumstances contained in the indentures governing our senior notes. These customary circumstances include, so long as other applicable provisions of the indentures are adhered to, the termination or release of a Subsidiary Guarantor’s guarantee of other indebtedness or upon the legal defeasance or covenant defeasance or satisfaction and discharge of our senior notes. Separate financial information for our Subsidiary Guarantors is not presented because we have determined that such financial information would not be material to investors. The accounting policies of the parent company, the Subsidiary Guarantors and the Subsidiary Nonguarantors are the same as those described for the Company in Note 1 of our consolidated financial statements included in our 2016 Annual Report. There are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to us in the form of cash dividends, loans or advances.
 
Parent
Company
 
Subsidiary
Guarantors
 
Subsidiary
Nonguarantors
 
Eliminations
 
Consolidated
(in millions)
 
 
 
 
 
 
 
 
 
Condensed Consolidating Balance Sheet at May 31, 2016
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
21.2

 
$
6.9

 
$
139.2

 
$
—

 
$
167.3

Accounts receivable
0.3

 
19.2

 
753.8

 
—

 
773.3

Inventories
157.5

 
1,520.7

 
400.5

 
(159.9
)
 
1,918.8

Intercompany receivable
18,583.3

 
25,167.6

 
10,053.6

 
(53,804.5
)
 
—

Prepaid expenses and other
38.4

 
65.7

 
276.8

 
(21.8
)
 
359.1

Total current assets
18,800.7

 
26,780.1

 
11,623.9

 
(53,986.2
)
 
3,218.5

Property, plant and equipment
62.3

 
880.6

 
2,564.3

 
—

 
3,507.2

Investments in subsidiaries
13,055.7

 
20.6

 
—

 
(13,076.3
)
 
—

Goodwill
—

 
6,581.0

 
769.2

 
—

 
7,350.2

Intangible assets
—

 
1,006.3

 
2,434.1

 
—

 
3,440.4

Intercompany notes receivable
5,044.3

 
86.9

 
270.0

 
(5,401.2
)
 
—

Other assets
19.6

 
73.1

 
21.0

 
—

 
113.7

Total assets
$
36,982.6

 
$
35,428.6

 
$
17,682.5

 
$
(72,463.7
)
 
$
17,630.0

 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Notes payable to banks
$
—

 
$
—

 
$
29.8

 
$
—

 
$
29.8

Current maturities of long-term debt
1,464.7

 
16.0

 
107.1

 
—

 
1,587.8

Accounts payable
34.4

 
111.2

 
412.9

 
—

 
558.5

Accrued excise taxes
14.5

 
19.3

 
5.9

 
—

 
39.7

Intercompany payable
23,373.8

 
20,165.9

 
10,264.8

 
(53,804.5
)
 
—

Other accrued expenses and liabilities
223.5

 
185.3

 
148.1

 
(74.0
)
 
482.9

Total current liabilities
25,110.9

 
20,497.7

 
10,968.6

 
(53,878.5
)
 
2,698.7

Long-term debt, less current maturities
4,708.1

 
22.4

 
1,960.1

 
—

 
6,690.6

Deferred income taxes
14.7

 
766.8

 
310.7

 
—

 
1,092.2

Intercompany notes payable
270.0

 
5,114.0

 
17.2

 
(5,401.2
)
 
—

Other liabilities
30.9

 
34.0

 
95.0

 
—

 
159.9

Total liabilities
30,134.6

 
26,434.9

 
13,351.6

 
(59,279.7
)
 
10,641.4

Total CBI stockholders’ equity
6,848.0

 
8,993.7

 
4,190.3

 
(13,184.0
)
 
6,848.0

Noncontrolling interests
—

 
—

 
140.6

 
—

 
140.6

Total stockholders’ equity
6,848.0

 
8,993.7

 
4,330.9

 
(13,184.0
)
 
6,988.6

Total liabilities and stockholders’ equity
$
36,982.6

 
$
35,428.6

 
$
17,682.5

 
$
(72,463.7
)
 
$
17,630.0

 
 
 
 
 
 
 
 
 
 

15



 
Parent
Company
 
Subsidiary
Guarantors
 
Subsidiary
Nonguarantors
 
Eliminations
 
Consolidated
(in millions)
 
 
 
 
 
 
 
 
 
Condensed Consolidating Balance Sheet at February 29, 2016
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
6.0

 
$
4.2

 
$
72.9

 
$
—

 
$
83.1

Accounts receivable
0.4

 
22.3

 
709.8

 
—

 
732.5

Inventories
151.6

 
1,483.5

 
344.0

 
(127.5
)
 
1,851.6

Intercompany receivable
17,459.3

 
23,758.9

 
9,393.5

 
(50,611.7
)
 
—

Prepaid expenses and other
29.6

 
67.8

 
281.1

 
(68.1
)
 
310.4

Total current assets
17,646.9

 
25,336.7

 
10,801.3

 
(50,807.3
)
 
2,977.6

Property, plant and equipment
63.2

 
879.8

 
2,390.4

 
—

 
3,333.4

Investments in subsidiaries
13,047.2

 
19.0

 
—

 
(13,066.2
)
 
—

Goodwill
—

 
6,376.4

 
762.2

 
—

 
7,138.6

Intangible assets
—

 
970.9

 
2,430.8

 
2.1

 
3,403.8

Intercompany notes receivable
4,705.9

 
86.6

 
—

 
(4,792.5
)
 
—

Other assets
20.0

 
69.6

 
22.0

 
—

 
111.6

Total assets
$
35,483.2

 
$
33,739.0

 
$
16,406.7

 
$
(68,663.9
)
 
$
16,965.0

 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Notes payable to banks
$
—

 
$
—

 
$
408.3

 
$
—

 
$
408.3

Current maturities of long-term debt
765.6

 
18.0

 
73.1

 
—

 
856.7

Accounts payable
37.7

 
100.7

 
290.9

 
—

 
429.3

Accrued excise taxes
14.7

 
14.7

 
4.2

 
—

 
33.6

Intercompany payable
22,293.3

 
19,018.6

 
9,299.8

 
(50,611.7
)
 
—

Other accrued expenses and liabilities
349.1

 
185.1

 
119.4

 
(109.2
)
 
544.4

Total current liabilities
23,460.4

 
19,337.1

 
10,195.7

 
(50,720.9
)
 
2,272.3

Long-term debt, less current maturities
5,421.4

 
26.3

 
1,368.5

 
—

 
6,816.2

Deferred income taxes
11.9

 
734.8

 
275.5

 
—

 
1,022.2

Intercompany notes payable
—

 
4,776.6

 
15.9

 
(4,792.5
)
 
—

Other liabilities
29.9

 
39.1

 
93.5

 
—

 
162.5

Total liabilities
28,923.6

 
24,913.9

 
11,949.1

 
(55,513.4