Cover Page
Cover Page - shares | 3 Months Ended | |
May 31, 2023 | Jun. 23, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | May 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-08495 | |
Entity Registrant Name | CONSTELLATION BRANDS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-0716709 | |
Entity Address, Address Line One | 207 High Point Drive | |
Entity Address, Address Line Two | Building 100 | |
Entity Address, City or Town | Victor | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14564 | |
City Area Code | 585 | |
Local Phone Number | 678-7100 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | STZ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000016918 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --02-29 | |
Class A Stock | ||
Entity Common Stock, Shares Outstanding | 183,300,716 | |
Class 1 Common Stock | ||
Entity Common Stock, Shares Outstanding | 23,425 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | May 31, 2023 | Feb. 28, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 192.5 | $ 133.5 |
Accounts receivable | 933.1 | 901.6 |
Inventories | 1,951.4 | 1,898.7 |
Prepaid expenses and other | 575.6 | 562.3 |
Total current assets | 3,652.6 | 3,496.1 |
Property, plant, and equipment | 7,190.1 | 6,865.2 |
Goodwill | 7,953.9 | 7,925.4 |
Intangible assets | 2,727.4 | 2,728.1 |
Equity method investments | 291.3 | 663.3 |
Deferred income taxes | 2,160.5 | 2,193.3 |
Other assets | 783.4 | 790.9 |
Total assets | 24,759.2 | 24,662.3 |
Current liabilities: | ||
Short-term borrowings | 819.1 | 1,165.3 |
Current maturities of long-term debt | 558.1 | 9.5 |
Accounts payable | 1,003.3 | 941.5 |
Other accrued expenses and liabilities | 810 | 852 |
Total current liabilities | 3,190.5 | 2,968.3 |
Long-term debt, less current maturities | 10,979.8 | 11,286.5 |
Deferred income taxes and other liabilities | 1,680.7 | 1,673.6 |
Total liabilities | 15,851 | 15,928.4 |
Commitments and contingencies | ||
CBI stockholders’ equity: | ||
Additional paid-in capital | 1,918.1 | 1,903 |
Retained earnings | 12,316.7 | 12,343.9 |
Accumulated other comprehensive income (loss) | 242.9 | 28.5 |
Total stockholders’ equity before treasury stock adjustments | 14,479.8 | 14,277.5 |
Total CBI stockholders’ equity | 8,585 | 8,413.6 |
Noncontrolling interests | 323.2 | 320.3 |
Total stockholders’ equity | 8,908.2 | 8,733.9 |
Total liabilities and stockholders’ equity | 24,759.2 | 24,662.3 |
Class A Stock | ||
CBI stockholders’ equity: | ||
Common stock, value | 2.1 | 2.1 |
Less: Treasury stock – | $ (5,894.8) | $ (5,863.9) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - Class A Stock - $ / shares | May 31, 2023 | Feb. 28, 2023 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 322,000,000 | 322,000,000 |
Common stock, shares issued (in shares) | 212,697,508 | 212,697,428 |
Treasury stock, at cost (in shares) | 29,438,466 | 29,498,426 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Sales | $ 2,699.5 | $ 2,540.7 |
Excise taxes | (184.6) | (177.5) |
Net sales | 2,514.9 | 2,363.2 |
Cost of product sold | (1,257.1) | (1,108.2) |
Gross profit | 1,257.8 | 1,255 |
Selling, general, and administrative expenses | (493.1) | (438.6) |
Operating income (loss) | 764.7 | 816.4 |
Income (loss) from unconsolidated investments | (415.4) | (187.9) |
Interest expense | (118.2) | (88.5) |
Loss on extinguishment of debt | (0.7) | (15.3) |
Income (loss) before income taxes | 230.4 | 524.7 |
(Provision for) benefit from income taxes | (91.2) | (125.4) |
Net income (loss) | 139.2 | 399.3 |
Net (income) loss attributable to noncontrolling interests | (3.3) | (9.8) |
Net income (loss) attributable to CBI | 135.9 | 389.5 |
Comprehensive income (loss) | 364.5 | 658.3 |
Comprehensive (income) loss attributable to noncontrolling interests | (14.2) | (22.4) |
Comprehensive income (loss) attributable to CBI | 350.3 | 635.9 |
Class A Stock | ||
Net income (loss) attributable to CBI | $ 135.9 | $ 345.6 |
Net income (loss) per common share attributable to CBI: | ||
Net income (loss) per common share attributable to CBI - basic (in dollars per share) | $ 0.74 | $ 2.09 |
Net income (loss) per common share attributable to CBI - diluted (in dollars per share) | $ 0.74 | $ 2.06 |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding - basic (in shares) | 183,270 | 165,335 |
Weighted average common shares outstanding - diluted (in shares) | 183,863 | 189,333 |
Cash dividends declared per common share: | ||
Cash dividends declared per common share (in dollars per share) | $ 0.89 | $ 0.80 |
Class B Stock | ||
Net income (loss) attributable to CBI | $ 43.9 | |
Net income (loss) per common share attributable to CBI: | ||
Net income (loss) per common share attributable to CBI - basic (in dollars per share) | $ 1.89 | |
Net income (loss) per common share attributable to CBI - diluted (in dollars per share) | $ 1.89 | |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding - basic (in shares) | 23,206 | |
Weighted average common shares outstanding - diluted (in shares) | 23,206 | |
Cash dividends declared per common share: | ||
Cash dividends declared per common share (in dollars per share) | $ 0.72 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | Class A Stock | Common Stock Class A Stock | Common Stock Class B Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interests |
Stockholders' equity, beginning of period at Feb. 28, 2022 | $ 12,047.8 | $ 1.9 | $ 0.3 | $ 1,808.9 | $ 14,505.4 | $ (412.7) | $ (4,171.9) | $ 315.9 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 399.3 | 389.5 | 9.8 | ||||||
Other comprehensive income (loss), net of income tax effect | 259 | 246.4 | 12.6 | ||||||
Comprehensive income (loss) | 658.3 | ||||||||
Repurchase of shares | (1,007.6) | (1,007.6) | |||||||
Dividends declared | (148.7) | (148.7) | |||||||
Noncontrolling interest distributions | (11.2) | (11.2) | |||||||
Shares issued under equity compensation plans | 3.2 | (0.6) | 3.8 | ||||||
Stock-based compensation | 16.7 | 16.7 | |||||||
Stockholders' equity, end of period at May. 31, 2022 | 11,558.5 | 1.9 | 0.3 | 1,825 | 14,746.2 | (166.3) | (5,175.7) | 327.1 | |
Stockholders' equity, beginning of period at Feb. 28, 2023 | 8,733.9 | 2.1 | 0 | 1,903 | 12,343.9 | 28.5 | (5,863.9) | 320.3 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 139.2 | 135.9 | 3.3 | ||||||
Other comprehensive income (loss), net of income tax effect | 225.3 | 214.4 | 10.9 | ||||||
Comprehensive income (loss) | 364.5 | ||||||||
Repurchase of shares | (35) | $ (35) | (35) | ||||||
Dividends declared | (163.1) | (163.1) | |||||||
Noncontrolling interest distributions | (11.3) | (11.3) | |||||||
Shares issued under equity compensation plans | 4.7 | 0.6 | 4.1 | ||||||
Stock-based compensation | 14.5 | 14.5 | |||||||
Stockholders' equity, end of period at May. 31, 2023 | $ 8,908.2 | $ 2.1 | $ 0 | $ 1,918.1 | $ 12,316.7 | $ 242.9 | $ (5,894.8) | $ 323.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 139.2 | $ 399.3 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Unrealized net (gain) loss on securities measured at fair value | 71.8 | 22.4 |
Deferred tax provision (benefit) | (0.3) | 21.5 |
Depreciation | 105.3 | 92.7 |
Stock-based compensation | 14.5 | 16.8 |
Equity in (earnings) losses of equity method investees and related activities, net of distributed earnings | 220.6 | 165.5 |
Noncash lease expense | 22 | 21.6 |
Amortization of debt issuance costs and loss on extinguishment of debt | 3.4 | 17.7 |
Impairment of Canopy Equity Method Investment | 123.5 | 0 |
Gain (loss) on settlement of Pre-issuance hedge contracts | 1 | 20.7 |
Change in operating assets and liabilities, net of effects from purchase and sale of business: | ||
Accounts receivable | (31.5) | 17.2 |
Inventories | (57.6) | (83) |
Prepaid expenses and other current assets | (17.9) | 93.7 |
Accounts payable | 34.2 | 94.5 |
Deferred revenue | 24.3 | 26.2 |
Other accrued expenses and liabilities | (73.2) | (166.2) |
Other | 86.1 | (2.4) |
Total adjustments | 526.2 | 358.9 |
Net cash provided by (used in) operating activities | 665.4 | 758.2 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant, and equipment | (277) | (196.6) |
Purchase of business, net of cash acquired | 0 | (37.2) |
Investments in equity method investees and securities | (21.6) | 0 |
Proceeds from sale of assets | 0 | 6.5 |
Proceeds from sale of business | 6.7 | 0 |
Other investing activities | 0 | 0.5 |
Net cash provided by (used in) investing activities | (291.9) | (226.8) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of long-term debt | 744.8 | 1,846.8 |
Principal payments of long-term debt | (502.5) | (1,084.7) |
Net proceeds from (repayments of) short-term borrowings | (346.3) | (199) |
Dividends paid | (164.1) | (149.3) |
Purchases of treasury stock | (35) | (1,007.6) |
Proceeds from shares issued under equity compensation plans | 15.9 | 14 |
Payments of minimum tax withholdings on stock-based payment awards | (11.2) | (10.4) |
Payments of debt issuance, debt extinguishment, and other financing costs | (5) | (25.8) |
Distributions to noncontrolling interests | (11.3) | (11.2) |
Net cash provided by (used in) financing activities | (314.7) | (627.2) |
Effect of exchange rate changes on cash and cash equivalents | 0.2 | (1.8) |
Net increase (decrease) in cash and cash equivalents | 59 | (97.6) |
Cash and cash equivalents, beginning of period | 133.5 | 199.4 |
Cash and cash equivalents, end of period | 192.5 | 101.8 |
Supplemental disclosures of noncash investing and financing activities | ||
Additions to property, plant, and equipment | $ 142.2 | $ 83.1 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
May 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION We have prepared the Financial Statements, without audit, pursuant to the rules and regulations of the SEC 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 Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2023 Annual Report. Results of operations for interim periods are not necessarily indicative of annual results. Effective May 31, 2023, we changed our internal management financial reporting to consist of two business divisions: (i) Beer and (ii) Wine and Spirits and we now report our operating results in three segments: (i) Beer, (ii) Wine and Spirits, and (iii) Corporate Operations and Other following the removal of the Canopy operating segment. All financial information for the three months ended May 31, 2022, has been restated to conform to the new segment presentation. For additional information, refer to Note 13. |
Inventories
Inventories | 3 Months Ended |
May 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 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, February 28, (in millions) Raw materials and supplies $ 239.1 $ 245.5 In-process inventories 956.3 967.8 Finished case goods 756.0 685.4 $ 1,951.4 $ 1,898.7 |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
May 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | 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 2023 Annual Report and have not changed significantly for the three months ended May 31, 2023. We have an investment in certain equity securities and other rights which provide us with the option to purchase an additional ownership interest in the equity securities of Canopy (see Note 7). This investment is included in other assets and is accounted for at fair value, with the net gain (loss) from the changes in fair value of this investment recognized in income (loss) from unconsolidated investments (see Note 4). We intend to surrender this investment for cancellation upon completion of the Canopy Transaction and if we elect to convert our Canopy common shares into Exchangeable Shares. The aggregate notional value of outstanding derivative instruments is as follows: May 31, February 28, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts $ 1,880.5 $ 1,969.5 Derivative instruments not designated as hedging instruments Foreign currency contracts $ 669.7 $ 831.7 Commodity derivative contracts $ 392.1 $ 416.5 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, 2023, the estimated fair value of derivative instruments in a net liability position due to counterparties was $2.9 million. If we were required to settle the net liability position under these derivative instruments on May 31, 2023, we would have had sufficient 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, February 28, May 31, February 28, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 134.6 $ 109.1 Other accrued expenses and liabilities $ 9.3 $ 9.8 Other assets $ 163.7 $ 134.5 Deferred income taxes and other liabilities $ 3.4 $ 3.5 Derivative instruments not designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 4.3 $ 5.9 Other accrued expenses and liabilities $ 2.9 $ 3.9 Commodity derivative contracts: Prepaid expenses and other $ 8.7 $ 21.2 Other accrued expenses and liabilities $ 32.0 $ 19.5 Other assets $ 1.5 $ 4.6 Deferred income taxes and other liabilities $ 13.5 $ 8.3 The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as OCI, net of income tax effect, is as follows: Derivative Instruments in Net Location of Net Gain (Loss) Net (in millions) For the Three Months Ended May 31, 2023 Foreign currency contracts $ 79.3 Sales $ — Cost of product sold 26.4 Pre-issuance hedge contracts 0.6 Interest expense (0.2) $ 79.9 $ 26.2 For the Three Months Ended May 31, 2022 Foreign currency contracts $ 79.5 Sales $ (0.6) Cost of product sold 11.1 Pre-issuance hedge contracts 15.7 Interest expense (0.5) $ 95.2 $ 10.0 We expect $110.0 million of net gains, net of income tax effect, to be reclassified from 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 Location of Net Gain (Loss) Net (in millions) For the Three Months Ended May 31, 2023 Commodity derivative contracts Cost of product sold $ (34.7) Foreign currency contracts Selling, general, and administrative expenses 12.7 $ (22.0) For the Three Months Ended May 31, 2022 Commodity derivative contracts Cost of product sold $ 48.5 Foreign currency contracts Selling, general, and administrative expenses 6.2 $ 54.7 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
May 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Authoritative guidance establishes a framework for measuring fair value, including 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; • 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 volatility, interest rates, and yield curves that are observable for the asset or 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 The following methods and assumptions are used to estimate the fair value of our financial instruments: Foreign currency and commodity derivative contracts The fair value is estimated using market-based inputs, obtained from independent pricing services, entered into valuation models. These valuation models require various inputs, including contractual terms, market foreign exchange prices, market commodity prices, interest-rate yield curves, and currency volatilities, as applicable (Level 2 fair value measurement). Interest rate swap and Pre-issuance hedge contracts The fair value is estimated based on quoted market prices from respective counterparties. Quotes are corroborated by using discounted cash flow calculations based upon forward interest-rate yield curves, which are obtained from independent pricing services (Level 2 fair value measurement). Canopy investment In April 2023, we extended the maturity of the remaining C$100.0 million principal amount of our Canopy Debt Securities by exchanging them for the 2023 Canopy Promissory Note. As such, our investment in Canopy is comprised of the (i) Canopy Equity Method Investment, (ii) November 2018 Canopy Warrants, and (iii) 2023 Canopy Promissory Note. The November 2018 Canopy Warrants and the 2023 Canopy Promissory Note are measured at fair value. Effective as of May 31, 2023, we determined that neither of these instruments had future economic value given Canopy’s stock price relative to the exercise price of the warrants and the substantial doubt about Canopy’s ability to continue as a going concern, as disclosed by Canopy, prior to the maturity of the note. Accordingly, the fair value of the remaining balances for these instruments were determined to be zero. This reduction in fair value is included in income (loss) from unconsolidated investments within our consolidated results of operations for the three months ended May 31, 2023. If the Canopy Amendment is authorized by Canopy’s shareholders, we intend to negotiate an exchange of the 2023 Canopy Promissory Note for Exchangeable Shares, although neither we nor Canopy has any binding obligation to do so, and we also intend to surrender the November 2018 Canopy Warrants for cancellation upon completion of the Canopy Transaction and if we elect to convert our Canopy common shares into Exchangeable Shares. Short-term borrowings Our short-term borrowings consist of our commercial paper program and the revolving credit facility under our senior credit facility. The revolving credit facility is a variable interest rate bearing note with a fixed margin, adjustable based upon our debt rating (as defined in our senior credit facility). For these short-term borrowings, the carrying value approximates the fair value. Long-term debt The term loan under our term loan credit agreement is a variable interest rate bearing note with a fixed margin, adjustable based upon our debt rating. The carrying value approximates the fair value of the term loan. The fair value of the remaining fixed interest rate long-term debt is estimated by discounting cash flows using interest rates currently available for debt with similar terms and maturities (Level 2 fair value measurement). The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value as of May 31, 2023, and February 28, 2023, due to the relatively short maturity of these instruments. As of May 31, 2023, the carrying amount of long-term debt, including the current portion, was $11,537.9 million, compared with an estimated fair value of $10,735.9 million. As of February 28, 2023, the carrying amount of long-term debt, including the current portion, was $11,296.0 million, compared with an estimated fair value of $10,236.0 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 Significant Significant Total (in millions) May 31, 2023 Assets: Foreign currency contracts $ — $ 302.6 $ — $ 302.6 Commodity derivative contracts $ — $ 10.2 $ — $ 10.2 Liabilities: Foreign currency contracts $ — $ 15.6 $ — $ 15.6 Commodity derivative contracts $ — $ 45.5 $ — $ 45.5 February 28, 2023 Assets: Foreign currency contracts $ — $ 249.5 $ — $ 249.5 Commodity derivative contracts $ — $ 25.8 $ — $ 25.8 November 2018 Canopy Warrants $ — $ 0.2 $ — $ 0.2 Canopy Debt Securities $ — $ 69.6 $ — $ 69.6 Liabilities: Foreign currency contracts $ — $ 17.2 $ — $ 17.2 Commodity derivative contracts $ — $ 27.8 $ — $ 27.8 Nonrecurring basis measurements The following table presents our assets and liabilities measured at estimated fair value on a nonrecurring basis for which an impairment assessment was performed for the periods presented: Fair Value Measurements Using Quoted Significant Significant Total Losses (in millions) For the Three Months Ended May 31, 2023 Equity method investments $ 142.7 $ — $ — $ 123.5 Equity method investments We evaluated the Canopy Equity Method Investment as of May 31, 2023, and determined there was an other-than-temporary impairment. Our conclusion was based on several contributing factors, including: (i) the fair value being less than the carrying value and the uncertainty surrounding Canopy’s stock price recovering in the near-term, (ii) Canopy recorded significant costs in its fourth quarter of fiscal 2023 results designed to align its Canadian cannabis operations and resources in response to continued unfavorable market trends, (iii) the substantial doubt about Canopy’s ability to continue as a going concern, as disclosed by Canopy, and (iv) C anopy’s identification of material misstatements in certain of its previously reported financial results related to sales in its BioSteel reporting unit that were accounted for incorrectly, including the recording of a goodwill impairment during its restated second quarter of fiscal 2023. As a result, the Canopy Equity Method Investment with a carrying |
Goodwill
Goodwill | 3 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The changes in the carrying amount of goodwill are as follows: Beer Wine and Spirits Consolidated (in millions) Balance, February 28, 2022 $ 5,120.7 $ 2,741.7 $ 7,862.4 Purchase accounting allocations (1) — 26.3 26.3 Wine Divestiture — (24.5) (24.5) Foreign currency translation adjustments 68.2 (7.0) 61.2 Balance, February 28, 2023 5,188.9 2,736.5 7,925.4 Foreign currency translation adjustments 30.1 (1.6) 28.5 Balance, May 31, 2023 $ 5,219.0 $ 2,734.9 $ 7,953.9 (1) Purchase accounting allocations associated with the acquisitions of Austin Cocktails, Lingua Franca, and My Favorite Neighbor, LLC. Divestiture Wine Divestiture On October 6, 2022, we sold certain of our mainstream and premium wine brands and related inventory. The net cash proceeds from the Wine Divestiture were utilized primarily to reduce outstanding borrowings. Prior to the Wine Divestiture, we recorded the results of operations of these brands in the Wine and Spirits segment. Acquisitions Austin Cocktails In April 2022, we acquired the remaining 73% ownership interest in Austin Cocktails, which included a portfolio of small batch, RTD cocktails. This transaction primarily included the acquisition of goodwill and a trademark. In addition, the purchase price for Austin Cocktails includes an earn-out over five years based on performance. The results of operations of Austin Cocktails are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition. Lingua Franca In March 2022, we acquired the Lingua Franca business, including a collection of Oregon-based luxury wines, a vineyard, and a production facility. This transaction also included the acquisition of a trademark and inventory. In addition, the purchase price for Lingua Franca includes an earn-out over seven years based on performance. The results of operations of Lingua Franca are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition. Subsequent event Craft Beer Divestitures In June 2023, we completed the Craft Beer Divestitures. The Craft Beer Divestitures are consistent with our strategic focus on continuing to grow our high-end imported beer brands through maintenance of leading margins and enhancements to our results of operations. |
Intangible Assets
Intangible Assets | 3 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The major components of intangible assets are as follows: May 31, 2023 February 28, 2023 Gross Net Gross Net (in millions) Amortizable intangible assets Customer relationships $ 85.4 $ 17.2 $ 85.7 $ 17.7 Other 20.4 — 20.8 — Total $ 105.8 17.2 $ 106.5 17.7 Nonamortizable intangible assets Trademarks 2,710.2 2,710.4 Total intangible assets $ 2,727.4 $ 2,728.1 We did not incur costs to renew or extend the term of acquired intangible assets for the three months ended May 31, 2023, and May 31, 2022. Net carrying amount represents the gross carrying value net of accumulated amortization. |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
May 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS Our equity method investments are as follows: May 31, 2023 February 28, 2023 Carrying Value Ownership Percentage Carrying Value Ownership Percentage (in millions) Canopy Equity Method Investment (1) $ 142.7 33.2 % $ 485.8 34.7 % Other equity method investments 148.6 20%-50% 177.5 20%-50% $ 291.3 $ 663.3 (1) The fair value based on the closing price of the underlying equity security as of May 31, 2023, and February 28, 2023, was $142.7 million and $398.4 million, respectively. The balance at May 31, 2023, is net of a $123.5 million impairment of our Canopy Equity Method Investment. Canopy Equity Method Investment We have an investment in Canopy, a provider of medicinal and adult-use cannabis products. The Canopy Equity Method Investment consists of 171.5 million Canopy common shares. Equity in earnings (losses) from the Canopy Equity Method Investment and related activities is determined by recording the effect of basis differences. Amounts included in our consolidated results of operations for each period are as follows: For the Three Months 2023 2022 (in millions) Equity in earnings (losses) from Canopy and related activities $ (219.8) $ (165.0) Plan to convert Canopy common stock ownership In October 2022, we entered into a Consent Agreement with Canopy pursuant to which we have provided our consent, subject to certain conditions, to the Canopy Transaction. Canopy only holds non-voting and non- participating exchangeable shares of Canopy USA which are convertible into Class B shares of Canopy USA. Third-party investors hold 100% of the common shares of Canopy USA. In connection with the Canopy Transaction, Canopy has proposed to amend its share capital to (i) create Exchangeable Shares and (ii) restate the rights of Canopy common shares to provide for their conversion into Exchangeable Shares through the Canopy Amendment. Canopy has stated its intention to hold a special meeting of its shareholders to consider the Canopy Amendment. We have entered into a voting support agreement with Canopy to vote in favor of the Canopy Amendment. If the Canopy Transaction is completed and the Canopy Amendment is authorized by Canopy’s shareholders and adopted by Canopy, we intend, subject to a final decision in our sole discretion, to exercise our right to convert our Canopy common shares into Exchangeable Shares. Assuming the completion of the Canopy Transaction and the transactions contemplated by the Consent Agreement and that we elect to convert our Canopy common shares into Exchangeable Shares: • we intend to surrender our November 2018 Canopy Warrants to Canopy for cancellation; • we will only have an interest in Exchangeable Shares, which are non-voting and non-participating securities, and our 2023 Canopy Promissory Note (for which we intend to negotiate an exchange of the principal amount for Exchangeable Shares, although neither we nor Canopy has any binding obligation to do so); • we intend to terminate all legacy agreements and commercial arrangements between ourselves and Canopy, including the investor rights agreement but excluding the Consent Agreement and certain termination agreements; • we will have no further governance rights in relation to Canopy, including rights to nominate members to the board of directors of Canopy or approval rights related to certain transactions, • all of our nominees will resign from the board of directors of Canopy; and • as our investment in Canopy common shares makes up our Canopy Equity Method Investment, we expect to no longer apply the equity method to our investment in Canopy, which we expect will instead be accounted for at fair value with changes reported in income (loss) from unconsolidated investments within our consolidated results. If we do not convert our Canopy common shares into Exchangeable Shares: • Canopy and its subsidiaries will not be permitted to exercise any rights to acquire shares and interests in entities carrying on cannabis-related business in the U.S.; • Canopy USA will be required to exercise its repurchase rights to acquire the interests in Canopy USA held by its third-party investors; and • we will continue to have all existing rights under our agreements with Canopy that predate the Consent Agreement, including governance rights in respect of Canopy (such as board nomination rights and approval rights in respect of certain transactions). |
Borrowings
Borrowings | 3 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
BORROWINGS | BORROWINGS Borrowings consist of the following: May 31, 2023 February 28, Current Long-term Total Total (in millions) Short-term borrowings Commercial paper $ 819.1 $ 1,165.3 $ 819.1 $ 1,165.3 Long-term debt Term loan credit facilities $ — $ 300.0 $ 300.0 $ 799.2 Senior notes 548.8 10,664.6 11,213.4 10,470.6 Other 9.3 15.2 24.5 26.2 $ 558.1 $ 10,979.8 $ 11,537.9 $ 11,296.0 Bank facilities The Company, CB International, the Administrative Agent, and certain other lenders are parties to a credit agreement, as amended and restated, the 2022 Credit Agreement. Also, the Company, the Administrative Agent, and the Lender are parties to a term credit agreement, as amended and restated, the April 2022 Term Credit Agreement. The Company, the Administrative Agent, and certain other lenders were parties to a term credit agreement, the August 2022 Term Credit Agreement. In May 2023, we repaid the outstanding three-year term loan facility borrowings under our August 2022 Term Credit Agreement with proceeds from the May 2023 Senior Notes (see “Senior notes” below). In October 2022, the Company, CB International, the Administrative Agent, and certain other lenders agreed to amend the 2022 Credit Agreement and the Company, the Administrative Agent, and the Lender agreed to amend the April 2022 Term Credit Agreement. The October 2022 Credit Agreement Amendments revise certain defined terms and covenants and will become effective upon (i) the amendment by Canopy of its Articles of Incorporation, (ii) the conversion of our Canopy common shares into Exchangeable Shares, and (iii) the resignation of our nominees from the board of directors of Canopy. As of May 31, 2023, aggregate credit facilities under the 2022 Credit Agreement and the April 2022 Term Credit Agreement consist of the following: Initial borrowing capacity Maturity (in millions) 2022 Credit Agreement Revolving credit facility (1) (2) $ 2,250.0 Apr 14, 2027 April 2022 Term Credit Agreement Five-Year Term Facility (1) (3) $ 491.3 Jun 28, 2024 (1) Contractual interest rate varies based on our debt rating (as defined in the respective agreement) and is a function of SOFR plus a margin and a credit spread adjustment, or the base rate plus a margin, or, in certain circumstances where SOFR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin. (2) We and/or CB International are the borrower under the $2,250.0 million revolving credit facility. Includes a sub-facility for letters of credit of up to $200.0 million. (3) We are the borrower under the term loan credit agreement. As of May 31, 2023, information with respect to borrowings under the 2022 Credit Agreement and the April 2022 Term Credit Agreement is as follows: Outstanding Interest SOFR Outstanding Remaining borrowing capacity (1) (in millions) 2022 Credit Agreement Revolving credit facility $ — — % — % $ 11.6 $ 1,418.0 April 2022 Term Credit Agreement Five-Year Term Facility $ 300.0 6.0 % 0.88 % (1) Net of outstanding revolving credit facility borrowings and outstanding letters of credit under the 2022 Credit Agreement and outstanding borrowings under our commercial paper program of $820.4 million (excluding unamortized discount) (see “Commercial paper program” below). We and our subsidiaries are subject to covenants that are contained in the 2022 Credit Agreement and the April 2022 Term Credit Agreement, including those restricting the incurrence of additional subsidiary indebtedness, additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions, exceptions, and thresholds. The financial covenants are limited to a minimum interest coverage ratio and a maximum net leverage ratio. Commercial paper program We have a commercial paper program which provides for the issuance of up to an aggregate principal amount of $2.25 billion of commercial paper. Our commercial paper program is backed by unused commitments under our revolving credit facility under our 2022 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility. As of May 31, 2023, we had $819.1 million of outstanding borrowings, net of unamortized discount, under our commercial paper program with a weighted average annual interest rate of 5.6% and a weighted average remaining term of twelve days. Senior notes In May 2023, we issued $750.0 million aggregate principal amount of 4.90% senior notes due May 2033. Proceeds from this offering, net of discount and debt issuance costs, were $740.0 million. Interest on the 4.90% May 2023 Senior Notes is payable semiannually on May 1 and November 1 of each year, beginning November 1, 2023. The 4.90% May 2023 Senior Notes are redeemable, in whole or in part, at our option at any time prior to February 1, 2033, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted treasury rate, as defined in the applicable indenture, plus 25 basis points. On or after February 1, 2033, we may redeem the 4.90% May 2023 Senior Notes, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest. The 4.90% May 2023 Senior Notes are senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness. Debt payments As of May 31, 2023, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $61.4 million and $25.2 million, respectively) for the remaining nine months of Fiscal 2024 and for each of the five succeeding fiscal years and thereafter are as follows: (in millions) Fiscal 2024 $ 8.0 Fiscal 2025 956.5 Fiscal 2026 1,704.8 Fiscal 2027 603.7 Fiscal 2028 1,801.5 Fiscal 2029 500.0 Thereafter 6,050.0 $ 11,624.5 |
Income Taxes
Income Taxes | 3 Months Ended |
May 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our effective tax rate for the three months ended May 31, 2023, and May 31, 2022, was 39.6% and 23.9%, respectively. For the three months ended May 31, 2023, our effective tax rate was higher than the federal statutory rate of 21% primarily due to an increase in the valuation allowance related to our investment in Canopy, partially offset by (i) a net income tax benefit recognized as a result of a change in tax entity classification and (ii) the benefit of lower effective tax rates applicable to our foreign businesses. For the three months ended May 31, 2022, our effective tax rate was higher than the federal statutory rate of 21% primarily due an increase in the valuation allowance related to our investment in Canopy, partially offset by the benefit of lower effective tax rates applicable to our foreign businesses. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common stock The number of shares of common stock issued and treasury stock, and associated share activity, are as follows: Common Stock Treasury Stock Class A Class B (1) Class 1 Class A Class B (1) Balance at February 28, 2023 212,697,428 — 22,705 29,498,426 — Share repurchases — — — 153,937 — Conversion of shares 80 — (80) — — Exercise of stock options — — 800 (129,595) — Vesting of restricted stock units (2) — — — (71,189) — Vesting of performance share units (2) — — — (13,113) — Balance at May 31, 2023 212,697,508 — 23,425 29,438,466 — Common Stock Treasury Stock Class A Class B (1) Class 1 Class A Class B (1) Balance at February 28, 2022 187,263,859 28,212,340 2,248,679 22,824,607 5,005,800 Share repurchases — — — 4,065,508 — Conversion of shares 655 (655) — — — Exercise of stock options — — 35 (108,228) — Vesting of restricted stock units (2) — — — (71,064) — Vesting of performance share units (2) — — — (16,326) — Balance at May 31, 2022 187,264,514 28,211,685 2,248,714 26,694,497 5,005,800 (1) Prior to the Reclassification, we had an additional class of common stock with a material number of shares outstanding: Class B Stock. Shares of Class B Stock were convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder. In November 2022, we completed the Reclassification at the Effective Time as contemplated by the Reclassification Agreement. Pursuant to the Reclassification, each share of Class B Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged, and converted into one share of Class A Stock and the right to receive $64.64 in cash, without interest. The aggregate cash payment to holders of Class B Stock at the Effective Time was $1.5 billion. (2) Net of the following shares withheld to satisfy tax withholding requirements: For the Three 2023 Restricted Stock Units 39,839 Performance Share Units 8,735 2022 Restricted Stock Units 37,308 Performance Share Units 4,919 Stock repurchases In January 2021, our Board of Directors authorized the repurchase of up to $2.0 billion of our publicly traded common stock. The Board of Directors did not specify a date upon which this authorization would expire. Shares repurchased under the 2021 Authorization become treasury shares. For the three months ended May 31, 2023, we repurchased 153,937 shares of Class A Stock through open market transactions pursuant to this authorization at an aggregate cost of $35.0 million. As of May 31, 2023, total shares repurchased under the 2021 Authorization are as follows: Class A Common Shares Repurchase Dollar Value Number of (in millions, except share data) 2021 Authorization $ 2,000.0 $ 1,171.6 4,985,847 |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share Attributable to CBI | 3 Months Ended |
May 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CBI | NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CBIFor the three months ended May 31, 2023, net income (loss) per common share – basic for Class A Stock has been computed based on the weighted average shares of common stock outstanding during the period. Net income (loss) per common share – diluted for Class A Stock reflects the weighted average shares of common stock plus the effect of dilutive securities outstanding during the period using the treasury stock method. The effect of dilutive securities includes the impact of outstanding stock-based awards. The dilutive computation does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on the net income (loss) per common share attributable to CBI. The computation of basic and diluted net income (loss) per common share for Class A Stock are as follows: For the Three Months Ended May 31, 2023 (in millions, except per share data) Net income (loss) attributable to CBI $ 135.9 Weighted average common shares outstanding – basic 183.270 Stock-based awards, primarily stock options 0.593 Weighted average common shares outstanding – diluted 183.863 Net income (loss) per common share attributable to CBI – basic $ 0.74 Net income (loss) per common share attributable to CBI – diluted $ 0.74 For the three months ended May 31, 2022, net income (loss) per common share – diluted for Class A 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 Stock as this method is more dilutive than the two-class method. For the three months ended May 31, 2022, net income (loss) per common share – diluted for Class B Stock has been computed using the two-class method and does not assume conversion of Class B Stock into shares of Class A Stock. The computation of basic and diluted net income (loss) per common share are as follows: For the Three Months Ended May 31, 2022 Class A Stock Class B Stock (in millions, except per share data) Net income (loss) attributable to CBI allocated – basic $ 345.6 $ 43.9 Conversion of Class B common shares into Class A common shares 43.9 — Effect of stock-based awards on allocated net income (loss) — (0.1) Net income (loss) attributable to CBI allocated – diluted $ 389.5 $ 43.8 Weighted average common shares outstanding – basic 165.335 23.206 Conversion of Class B common shares into Class A common shares 23.206 — Stock-based awards, primarily stock options 0.792 — Weighted average common shares outstanding – diluted 189.333 23.206 Net income (loss) per common share attributable to CBI – basic $ 2.09 $ 1.89 Net income (loss) per common share attributable to CBI – diluted $ 2.06 $ 1.89 |
Comprehensive Income (Loss) Att
Comprehensive Income (Loss) Attributable to CBI | 3 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CBI | COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CBI Comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments, unrealized net gain (loss) on derivative instruments, pension/postretirement adjustments, and our share of OCI of equity method investments. The reconciliation of net income (loss) attributable to CBI to comprehensive income (loss) attributable to CBI is as follows: Before Tax Tax (Expense) Net of Tax (in millions) For the Three Months Ended May 31, 2023 Net income (loss) attributable to CBI $ 135.9 Before Tax Tax (Expense) Net of Tax (in millions) Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ 163.4 $ — 163.4 Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) 163.4 — 163.4 Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) 86.4 (10.4) 76.0 Amounts reclassified (27.8) 3.2 (24.6) Net gain (loss) recognized in other comprehensive income (loss) 58.6 (7.2) 51.4 Pension/postretirement adjustments: Net actuarial gain (loss) (0.3) 0.1 (0.2) Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) (0.3) 0.1 (0.2) Share of OCI of equity method investments Net gain (loss) (0.3) 0.1 (0.2) Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) (0.3) 0.1 (0.2) Other comprehensive income (loss) attributable to CBI $ 221.4 $ (7.0) 214.4 Comprehensive income (loss) attributable to CBI $ 350.3 For the Three Months Ended May 31, 2022 Net income (loss) attributable to CBI $ 389.5 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ 170.3 $ — 170.3 Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) 170.3 — 170.3 Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) 105.5 (14.8) 90.7 Amounts reclassified (10.0) 0.9 (9.1) Net gain (loss) recognized in other comprehensive income (loss) 95.5 (13.9) 81.6 Pension/postretirement adjustments: Net actuarial gain (loss) (0.3) — (0.3) Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) (0.3) — (0.3) Share of OCI of equity method investments Net gain (loss) (9.0) 3.8 (5.2) Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) (9.0) 3.8 (5.2) Other comprehensive income (loss) attributable to CBI $ 256.5 $ (10.1) 246.4 Comprehensive income (loss) attributable to CBI $ 635.9 Accumulated other comprehensive income (loss), net of income tax effect, includes the following components: Foreign Unrealized Net Pension/ Share of OCI Accumulated (in millions) Balance, February 28, 2023 $ (176.4) $ 198.5 $ (3.9) $ 10.3 $ 28.5 Other comprehensive income (loss): Other comprehensive income (loss) before reclassification adjustments 163.4 76.0 (0.2) (0.2) 239.0 Amounts reclassified from accumulated other comprehensive income (loss) — (24.6) — — (24.6) Other comprehensive income (loss) 163.4 51.4 (0.2) (0.2) 214.4 Balance, May 31, 2023 $ (13.0) $ 249.9 $ (4.1) $ 10.1 $ 242.9 |
Business Segment Information
Business Segment Information | 3 Months Ended |
May 31, 2023 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATION Prior to May 31, 2023, our internal management financial reporting consisted of three business divisions: (i) Beer, (ii) Wine and Spirits, and (iii) Canopy and we reported our operating results in four segments: (i) Beer, (ii) Wine and Spirits, (iii) Corporate Operations and Other, and (iv) Canopy. Due to several factors occurring as of May 31, 2023, including those which led to the additional Canopy Equity Method Investment impairment combined with Canopy’s financial results no longer being provided to, or reviewed by, our CODM, and no longer being used to make strategic decisions, allocate resources, or assess performance, we have removed Canopy as a reportable segment. Accordingly, effective May 31, 2023, o ur internal management financial reporting consists of two business divisions: (i) Beer and (ii) Wine and Spirits and we report our operating results in three segments: (i) Beer, (ii) Wine and Spirits, and (iii) Corporate Operations and Other. In the Beer segment, our portfolio consists of high-end imported beer brands and ABAs. We have an exclusive perpetual brand license to import, market, and sell our Mexican beer portfolio in the U.S. In the Wine and Spirits segment, we sell a portfolio that includes higher-margin, higher-growth wine brands complemented by certain higher-end spirits brands. Amounts included in the Corporate Operations and Other segment consist of costs of executive management, corporate development, corporate finance, corporate growth and strategy, human resources, internal audit, investor relations, IT, legal, and public relations, as well as our Canopy investment and investments made through our corporate venture capital function . All costs included in the Corporate Operations and Other segment are general costs that are applicable to the consolidated group and are, therefore, not allocated to the other reportable segments. All costs reported within the Corporate Operations and Other segment are not included in our CODM’s evaluation of the operating income (loss) performance of the other reportable segments. The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting. Long-lived tangible assets and total asset information by segment is not provided to, or reviewed by, our CODM as it is not used to make strategic decisions, allocate resources, or assess performance. In addition, management excludes Comparable Adjustments from its evaluation of the results of each operating segment as these Comparable Adjustments are not reflective of core operations of the segments. Segment operating performance and the incentive compensation of segment management are evaluated based on core segment operating income (loss) which does not include the impact of these Comparable Adjustments. We evaluate segment operating performance based on operating income (loss) of the respective business units. Comparable Adjustments that impacted comparability in our segment operating income (loss) for each period are as follows: For the Three Months 2023 2022 (in millions) Cost of product sold Net gain (loss) on undesignated commodity derivative contracts $ (34.7) $ 48.5 Flow through of inventory step-up (0.7) (1.0) Settlements of undesignated commodity derivative contracts 0.6 (23.3) Recovery of (loss on) inventory write-down — 0.2 Comparable Adjustments, Cost of product sold (34.8) 24.4 Selling, general, and administrative expenses Restructuring and other strategic business development costs (14.9) (1.4) Transition services agreements activity (5.7) (3.4) Transaction, integration, and other acquisition-related costs (0.3) (0.2) Other gains (losses) (1) (6.8) 4.5 Comparable Adjustments, Selling, general, and administrative expenses (27.7) (0.5) Comparable Adjustments, Operating income (loss) $ (62.5) $ 23.9 (1) Primarily includes the following: For the Three Months 2023 2022 (in millions) Gain (loss) on sale of business $ (7.0) $ — Gain from remeasurement of previously held equity method investments $ — $ 5.2 The accounting policies of the segments are the same as those described for the Company in Note 1 of our consolidated financial statements included in our 2023 Annual Report. Segment information is as follows: For the Three Months 2023 2022 (in millions) Beer Net sales $ 2,098.6 $ 1,898.2 Segment operating income (loss) $ 797.8 $ 762.8 Capital expenditures $ 205.6 $ 161.8 Depreciation and amortization $ 78.8 $ 68.2 For the Three Months 2023 2022 (in millions) Wine and Spirits Net sales: Wine $ 361.0 $ 404.1 Spirits 55.3 60.9 Net sales $ 416.3 $ 465.0 Segment operating income (loss) $ 79.3 $ 91.0 Income (loss) from unconsolidated investments $ 2.3 $ 1.5 Equity method investments $ 96.8 $ 98.0 Capital expenditures $ 38.6 $ 29.8 Depreciation and amortization $ 22.5 $ 22.3 Corporate Operations and Other Segment operating income (loss) $ (49.9) $ (61.3) Income (loss) from unconsolidated investments $ (33.3) $ (54.0) Equity method investments $ 194.5 $ 2,436.0 Capital expenditures $ 32.8 $ 5.0 Depreciation and amortization $ 4.4 $ 3.2 Comparable Adjustments Operating income (loss) $ (62.5) $ 23.9 Income (loss) from unconsolidated investments $ (384.4) $ (135.4) Consolidated Net sales $ 2,514.9 $ 2,363.2 Operating income (loss) $ 764.7 $ 816.4 Income (loss) from unconsolidated investments (1) $ (415.4) $ (187.9) Equity method investments $ 291.3 $ 2,534.0 Capital expenditures $ 277.0 $ 196.6 Depreciation and amortization $ 105.7 $ 93.7 (1) Income (loss) from unconsolidated investments consists of: For the Three Months 2023 2022 (in millions) Impairment of Canopy Equity Method Investment $ (123.5) $ — Unrealized net gain (loss) on securities measured at fair value (71.8) (22.4) Equity in earnings (losses) from Canopy and related activities (219.8) (165.0) Equity in earnings (losses) from other equity method investees and related activities (0.3) (0.5) $ (415.4) $ (187.9) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
May 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | We have prepared the Financial Statements, without audit, pursuant to the rules and regulations of the SEC 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 Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2023 Annual Report. Results of operations for interim periods are not necessarily indicative of annual results. Effective May 31, 2023, we changed our internal management financial reporting to consist of two business divisions: (i) Beer and (ii) Wine and Spirits and we now report our operating results in three segments: (i) Beer, (ii) Wine and Spirits, and (iii) Corporate Operations and Other following the removal of the Canopy operating segment. All financial information for the three months ended May 31, 2022, has been restated to conform to the new segment presentation. For additional information, refer to Note 13. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
May 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Elements of cost include materials, labor, and overhead and consist of the following: May 31, February 28, (in millions) Raw materials and supplies $ 239.1 $ 245.5 In-process inventories 956.3 967.8 Finished case goods 756.0 685.4 $ 1,951.4 $ 1,898.7 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
May 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Aggregate notional value of outstanding derivative instruments | The aggregate notional value of outstanding derivative instruments is as follows: May 31, February 28, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts $ 1,880.5 $ 1,969.5 Derivative instruments not designated as hedging instruments Foreign currency contracts $ 669.7 $ 831.7 Commodity derivative contracts $ 392.1 $ 416.5 |
Fair value and location of derivative instruments on our balance sheets | The estimated fair value and location of our derivative instruments on our balance sheets are as follows (see Note 4): Assets Liabilities May 31, February 28, May 31, February 28, (in millions) Derivative instruments designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 134.6 $ 109.1 Other accrued expenses and liabilities $ 9.3 $ 9.8 Other assets $ 163.7 $ 134.5 Deferred income taxes and other liabilities $ 3.4 $ 3.5 Derivative instruments not designated as hedging instruments Foreign currency contracts: Prepaid expenses and other $ 4.3 $ 5.9 Other accrued expenses and liabilities $ 2.9 $ 3.9 Commodity derivative contracts: Prepaid expenses and other $ 8.7 $ 21.2 Other accrued expenses and liabilities $ 32.0 $ 19.5 Other assets $ 1.5 $ 4.6 Deferred income taxes and other liabilities $ 13.5 $ 8.3 |
Effect of derivative instruments on our results of operations and OCI | The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as OCI, net of income tax effect, is as follows: Derivative Instruments in Net Location of Net Gain (Loss) Net (in millions) For the Three Months Ended May 31, 2023 Foreign currency contracts $ 79.3 Sales $ — Cost of product sold 26.4 Pre-issuance hedge contracts 0.6 Interest expense (0.2) $ 79.9 $ 26.2 For the Three Months Ended May 31, 2022 Foreign currency contracts $ 79.5 Sales $ (0.6) Cost of product sold 11.1 Pre-issuance hedge contracts 15.7 Interest expense (0.5) $ 95.2 $ 10.0 The effect of our undesignated derivative instruments on our results of operations is as follows: Derivative Instruments Not Location of Net Gain (Loss) Net (in millions) For the Three Months Ended May 31, 2023 Commodity derivative contracts Cost of product sold $ (34.7) Foreign currency contracts Selling, general, and administrative expenses 12.7 $ (22.0) For the Three Months Ended May 31, 2022 Commodity derivative contracts Cost of product sold $ 48.5 Foreign currency contracts Selling, general, and administrative expenses 6.2 $ 54.7 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
May 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial assets and liabilities measured at estimated fair value on a recurring basis | The following table presents our financial assets and liabilities measured at estimated fair value on a recurring basis: Fair Value Measurements Using Quoted Significant Significant Total (in millions) May 31, 2023 Assets: Foreign currency contracts $ — $ 302.6 $ — $ 302.6 Commodity derivative contracts $ — $ 10.2 $ — $ 10.2 Liabilities: Foreign currency contracts $ — $ 15.6 $ — $ 15.6 Commodity derivative contracts $ — $ 45.5 $ — $ 45.5 February 28, 2023 Assets: Foreign currency contracts $ — $ 249.5 $ — $ 249.5 Commodity derivative contracts $ — $ 25.8 $ — $ 25.8 November 2018 Canopy Warrants $ — $ 0.2 $ — $ 0.2 Canopy Debt Securities $ — $ 69.6 $ — $ 69.6 Liabilities: Foreign currency contracts $ — $ 17.2 $ — $ 17.2 Commodity derivative contracts $ — $ 27.8 $ — $ 27.8 |
Assets and liabilities measured at estimated fair value on a nonrecurring basis | The following table presents our assets and liabilities measured at estimated fair value on a nonrecurring basis for which an impairment assessment was performed for the periods presented: Fair Value Measurements Using Quoted Significant Significant Total Losses (in millions) For the Three Months Ended May 31, 2023 Equity method investments $ 142.7 $ — $ — $ 123.5 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill are as follows: Beer Wine and Spirits Consolidated (in millions) Balance, February 28, 2022 $ 5,120.7 $ 2,741.7 $ 7,862.4 Purchase accounting allocations (1) — 26.3 26.3 Wine Divestiture — (24.5) (24.5) Foreign currency translation adjustments 68.2 (7.0) 61.2 Balance, February 28, 2023 5,188.9 2,736.5 7,925.4 Foreign currency translation adjustments 30.1 (1.6) 28.5 Balance, May 31, 2023 $ 5,219.0 $ 2,734.9 $ 7,953.9 (1) Purchase accounting allocations associated with the acquisitions of Austin Cocktails, Lingua Franca, and My Favorite Neighbor, LLC. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
May 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Major components of intangible assets, Amortizable intangible assets | The major components of intangible assets are as follows: May 31, 2023 February 28, 2023 Gross Net Gross Net (in millions) Amortizable intangible assets Customer relationships $ 85.4 $ 17.2 $ 85.7 $ 17.7 Other 20.4 — 20.8 — Total $ 105.8 17.2 $ 106.5 17.7 Nonamortizable intangible assets Trademarks 2,710.2 2,710.4 Total intangible assets $ 2,727.4 $ 2,728.1 |
Major components of intangible assets, Nonamortizable intangible assets | The major components of intangible assets are as follows: May 31, 2023 February 28, 2023 Gross Net Gross Net (in millions) Amortizable intangible assets Customer relationships $ 85.4 $ 17.2 $ 85.7 $ 17.7 Other 20.4 — 20.8 — Total $ 105.8 17.2 $ 106.5 17.7 Nonamortizable intangible assets Trademarks 2,710.2 2,710.4 Total intangible assets $ 2,727.4 $ 2,728.1 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
May 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investments | Our equity method investments are as follows: May 31, 2023 February 28, 2023 Carrying Value Ownership Percentage Carrying Value Ownership Percentage (in millions) Canopy Equity Method Investment (1) $ 142.7 33.2 % $ 485.8 34.7 % Other equity method investments 148.6 20%-50% 177.5 20%-50% $ 291.3 $ 663.3 (1) The fair value based on the closing price of the underlying equity security as of May 31, 2023, and February 28, 2023, was $142.7 million and $398.4 million, respectively. The balance at May 31, 2023, is net of a $123.5 million impairment of our Canopy Equity Method Investment. For the Three Months 2023 2022 (in millions) Equity in earnings (losses) from Canopy and related activities $ (219.8) $ (165.0) |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
May 31, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings consist of the following: May 31, 2023 February 28, Current Long-term Total Total (in millions) Short-term borrowings Commercial paper $ 819.1 $ 1,165.3 $ 819.1 $ 1,165.3 Long-term debt Term loan credit facilities $ — $ 300.0 $ 300.0 $ 799.2 Senior notes 548.8 10,664.6 11,213.4 10,470.6 Other 9.3 15.2 24.5 26.2 $ 558.1 $ 10,979.8 $ 11,537.9 $ 11,296.0 As of May 31, 2023, aggregate credit facilities under the 2022 Credit Agreement and the April 2022 Term Credit Agreement consist of the following: Initial borrowing capacity Maturity (in millions) 2022 Credit Agreement Revolving credit facility (1) (2) $ 2,250.0 Apr 14, 2027 April 2022 Term Credit Agreement Five-Year Term Facility (1) (3) $ 491.3 Jun 28, 2024 (1) Contractual interest rate varies based on our debt rating (as defined in the respective agreement) and is a function of SOFR plus a margin and a credit spread adjustment, or the base rate plus a margin, or, in certain circumstances where SOFR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin. (2) We and/or CB International are the borrower under the $2,250.0 million revolving credit facility. Includes a sub-facility for letters of credit of up to $200.0 million. (3) We are the borrower under the term loan credit agreement. As of May 31, 2023, information with respect to borrowings under the 2022 Credit Agreement and the April 2022 Term Credit Agreement is as follows: Outstanding Interest SOFR Outstanding Remaining borrowing capacity (1) (in millions) 2022 Credit Agreement Revolving credit facility $ — — % — % $ 11.6 $ 1,418.0 April 2022 Term Credit Agreement Five-Year Term Facility $ 300.0 6.0 % 0.88 % (1) Net of outstanding revolving credit facility borrowings and outstanding letters of credit under the 2022 Credit Agreement and outstanding borrowings under our commercial paper program of $820.4 million (excluding unamortized discount) (see “Commercial paper program” below). |
Schedule of maturities of long-term debt | As of May 31, 2023, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $61.4 million and $25.2 million, respectively) for the remaining nine months of Fiscal 2024 and for each of the five succeeding fiscal years and thereafter are as follows: (in millions) Fiscal 2024 $ 8.0 Fiscal 2025 956.5 Fiscal 2026 1,704.8 Fiscal 2027 603.7 Fiscal 2028 1,801.5 Fiscal 2029 500.0 Thereafter 6,050.0 $ 11,624.5 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
Number of shares of common stock issued and treasury stock, and associated share activity | The number of shares of common stock issued and treasury stock, and associated share activity, are as follows: Common Stock Treasury Stock Class A Class B (1) Class 1 Class A Class B (1) Balance at February 28, 2023 212,697,428 — 22,705 29,498,426 — Share repurchases — — — 153,937 — Conversion of shares 80 — (80) — — Exercise of stock options — — 800 (129,595) — Vesting of restricted stock units (2) — — — (71,189) — Vesting of performance share units (2) — — — (13,113) — Balance at May 31, 2023 212,697,508 — 23,425 29,438,466 — Common Stock Treasury Stock Class A Class B (1) Class 1 Class A Class B (1) Balance at February 28, 2022 187,263,859 28,212,340 2,248,679 22,824,607 5,005,800 Share repurchases — — — 4,065,508 — Conversion of shares 655 (655) — — — Exercise of stock options — — 35 (108,228) — Vesting of restricted stock units (2) — — — (71,064) — Vesting of performance share units (2) — — — (16,326) — Balance at May 31, 2022 187,264,514 28,211,685 2,248,714 26,694,497 5,005,800 (1) Prior to the Reclassification, we had an additional class of common stock with a material number of shares outstanding: Class B Stock. Shares of Class B Stock were convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder. In November 2022, we completed the Reclassification at the Effective Time as contemplated by the Reclassification Agreement. Pursuant to the Reclassification, each share of Class B Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged, and converted into one share of Class A Stock and the right to receive $64.64 in cash, without interest. The aggregate cash payment to holders of Class B Stock at the Effective Time was $1.5 billion. (2) Net of the following shares withheld to satisfy tax withholding requirements: For the Three 2023 Restricted Stock Units 39,839 Performance Share Units 8,735 2022 Restricted Stock Units 37,308 Performance Share Units 4,919 |
Summary of share repurchase activity | As of May 31, 2023, total shares repurchased under the 2021 Authorization are as follows: Class A Common Shares Repurchase Dollar Value Number of (in millions, except share data) 2021 Authorization $ 2,000.0 $ 1,171.6 4,985,847 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share Attributable to CBI (Tables) | 3 Months Ended |
May 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and diluted net income (loss) per common share attributable to CBI | The computation of basic and diluted net income (loss) per common share for Class A Stock are as follows: For the Three Months Ended May 31, 2023 (in millions, except per share data) Net income (loss) attributable to CBI $ 135.9 Weighted average common shares outstanding – basic 183.270 Stock-based awards, primarily stock options 0.593 Weighted average common shares outstanding – diluted 183.863 Net income (loss) per common share attributable to CBI – basic $ 0.74 Net income (loss) per common share attributable to CBI – diluted $ 0.74 For the three months ended May 31, 2022, net income (loss) per common share – diluted for Class A 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 Stock as this method is more dilutive than the two-class method. For the three months ended May 31, 2022, net income (loss) per common share – diluted for Class B Stock has been computed using the two-class method and does not assume conversion of Class B Stock into shares of Class A Stock. The computation of basic and diluted net income (loss) per common share are as follows: For the Three Months Ended May 31, 2022 Class A Stock Class B Stock (in millions, except per share data) Net income (loss) attributable to CBI allocated – basic $ 345.6 $ 43.9 Conversion of Class B common shares into Class A common shares 43.9 — Effect of stock-based awards on allocated net income (loss) — (0.1) Net income (loss) attributable to CBI allocated – diluted $ 389.5 $ 43.8 Weighted average common shares outstanding – basic 165.335 23.206 Conversion of Class B common shares into Class A common shares 23.206 — Stock-based awards, primarily stock options 0.792 — Weighted average common shares outstanding – diluted 189.333 23.206 Net income (loss) per common share attributable to CBI – basic $ 2.09 $ 1.89 Net income (loss) per common share attributable to CBI – diluted $ 2.06 $ 1.89 |
Comprehensive Income (Loss) A_2
Comprehensive Income (Loss) Attributable to CBI (Tables) | 3 Months Ended |
May 31, 2023 | |
Equity [Abstract] | |
Reconciliation of net income (loss) attributable to CBI to comprehensive income (loss) attributable to CBI | The reconciliation of net income (loss) attributable to CBI to comprehensive income (loss) attributable to CBI is as follows: Before Tax Tax (Expense) Net of Tax (in millions) For the Three Months Ended May 31, 2023 Net income (loss) attributable to CBI $ 135.9 Before Tax Tax (Expense) Net of Tax (in millions) Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ 163.4 $ — 163.4 Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) 163.4 — 163.4 Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) 86.4 (10.4) 76.0 Amounts reclassified (27.8) 3.2 (24.6) Net gain (loss) recognized in other comprehensive income (loss) 58.6 (7.2) 51.4 Pension/postretirement adjustments: Net actuarial gain (loss) (0.3) 0.1 (0.2) Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) (0.3) 0.1 (0.2) Share of OCI of equity method investments Net gain (loss) (0.3) 0.1 (0.2) Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) (0.3) 0.1 (0.2) Other comprehensive income (loss) attributable to CBI $ 221.4 $ (7.0) 214.4 Comprehensive income (loss) attributable to CBI $ 350.3 For the Three Months Ended May 31, 2022 Net income (loss) attributable to CBI $ 389.5 Other comprehensive income (loss) attributable to CBI: Foreign currency translation adjustments: Net gain (loss) $ 170.3 $ — 170.3 Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) 170.3 — 170.3 Unrealized gain (loss) on cash flow hedges: Net derivative gain (loss) 105.5 (14.8) 90.7 Amounts reclassified (10.0) 0.9 (9.1) Net gain (loss) recognized in other comprehensive income (loss) 95.5 (13.9) 81.6 Pension/postretirement adjustments: Net actuarial gain (loss) (0.3) — (0.3) Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) (0.3) — (0.3) Share of OCI of equity method investments Net gain (loss) (9.0) 3.8 (5.2) Amounts reclassified — — — Net gain (loss) recognized in other comprehensive income (loss) (9.0) 3.8 (5.2) Other comprehensive income (loss) attributable to CBI $ 256.5 $ (10.1) 246.4 Comprehensive income (loss) attributable to CBI $ 635.9 |
Accumulated other comprehensive income (loss), net of income tax effect | Accumulated other comprehensive income (loss), net of income tax effect, includes the following components: Foreign Unrealized Net Pension/ Share of OCI Accumulated (in millions) Balance, February 28, 2023 $ (176.4) $ 198.5 $ (3.9) $ 10.3 $ 28.5 Other comprehensive income (loss): Other comprehensive income (loss) before reclassification adjustments 163.4 76.0 (0.2) (0.2) 239.0 Amounts reclassified from accumulated other comprehensive income (loss) — (24.6) — — (24.6) Other comprehensive income (loss) 163.4 51.4 (0.2) (0.2) 214.4 Balance, May 31, 2023 $ (13.0) $ 249.9 $ (4.1) $ 10.1 $ 242.9 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
May 31, 2023 | |
Segment Reporting [Abstract] | |
Comparable adjustments | Comparable Adjustments that impacted comparability in our segment operating income (loss) for each period are as follows: For the Three Months 2023 2022 (in millions) Cost of product sold Net gain (loss) on undesignated commodity derivative contracts $ (34.7) $ 48.5 Flow through of inventory step-up (0.7) (1.0) Settlements of undesignated commodity derivative contracts 0.6 (23.3) Recovery of (loss on) inventory write-down — 0.2 Comparable Adjustments, Cost of product sold (34.8) 24.4 Selling, general, and administrative expenses Restructuring and other strategic business development costs (14.9) (1.4) Transition services agreements activity (5.7) (3.4) Transaction, integration, and other acquisition-related costs (0.3) (0.2) Other gains (losses) (1) (6.8) 4.5 Comparable Adjustments, Selling, general, and administrative expenses (27.7) (0.5) Comparable Adjustments, Operating income (loss) $ (62.5) $ 23.9 (1) Primarily includes the following: For the Three Months 2023 2022 (in millions) Gain (loss) on sale of business $ (7.0) $ — Gain from remeasurement of previously held equity method investments $ — $ 5.2 |
Segment information | Segment information is as follows: For the Three Months 2023 2022 (in millions) Beer Net sales $ 2,098.6 $ 1,898.2 Segment operating income (loss) $ 797.8 $ 762.8 Capital expenditures $ 205.6 $ 161.8 Depreciation and amortization $ 78.8 $ 68.2 For the Three Months 2023 2022 (in millions) Wine and Spirits Net sales: Wine $ 361.0 $ 404.1 Spirits 55.3 60.9 Net sales $ 416.3 $ 465.0 Segment operating income (loss) $ 79.3 $ 91.0 Income (loss) from unconsolidated investments $ 2.3 $ 1.5 Equity method investments $ 96.8 $ 98.0 Capital expenditures $ 38.6 $ 29.8 Depreciation and amortization $ 22.5 $ 22.3 Corporate Operations and Other Segment operating income (loss) $ (49.9) $ (61.3) Income (loss) from unconsolidated investments $ (33.3) $ (54.0) Equity method investments $ 194.5 $ 2,436.0 Capital expenditures $ 32.8 $ 5.0 Depreciation and amortization $ 4.4 $ 3.2 Comparable Adjustments Operating income (loss) $ (62.5) $ 23.9 Income (loss) from unconsolidated investments $ (384.4) $ (135.4) Consolidated Net sales $ 2,514.9 $ 2,363.2 Operating income (loss) $ 764.7 $ 816.4 Income (loss) from unconsolidated investments (1) $ (415.4) $ (187.9) Equity method investments $ 291.3 $ 2,534.0 Capital expenditures $ 277.0 $ 196.6 Depreciation and amortization $ 105.7 $ 93.7 (1) Income (loss) from unconsolidated investments consists of: For the Three Months 2023 2022 (in millions) Impairment of Canopy Equity Method Investment $ (123.5) $ — Unrealized net gain (loss) on securities measured at fair value (71.8) (22.4) Equity in earnings (losses) from Canopy and related activities (219.8) (165.0) Equity in earnings (losses) from other equity method investees and related activities (0.3) (0.5) $ (415.4) $ (187.9) |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) | 3 Months Ended | 12 Months Ended |
May 31, 2023 division segment | Feb. 28, 2023 division segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of business divisions | division | 2 | 3 |
Number of reportable operating segments | segment | 3 | 4 |
Inventories - Schedule of Costs
Inventories - Schedule of Costs of Inventory (Details) - USD ($) $ in Millions | May 31, 2023 | Feb. 28, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 239.1 | $ 245.5 |
In-process inventories | 956.3 | 967.8 |
Finished case goods | 756 | 685.4 |
Inventories, Total | $ 1,951.4 | $ 1,898.7 |
Derivative Instruments - Aggreg
Derivative Instruments - Aggregate Notional Value of Outstanding Derivative Instruments (Details) - USD ($) $ in Millions | May 31, 2023 | Feb. 28, 2023 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | ||
Derivative [Line Items] | ||
Aggregate notional value of derivative instruments | $ 1,880.5 | $ 1,969.5 |
Derivative instruments not designated as hedging instruments | Foreign currency contracts | ||
Derivative [Line Items] | ||
Aggregate notional value of derivative instruments | 669.7 | 831.7 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | ||
Derivative [Line Items] | ||
Aggregate notional value of derivative instruments | $ 392.1 | $ 416.5 |
Derivative Instruments - Estima
Derivative Instruments - Estimated Fair Value and Location of Derivative Instruments (Details) - USD ($) $ in Millions | May 31, 2023 | Feb. 28, 2023 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | Prepaid expenses and other | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | $ 134.6 | $ 109.1 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | Other accrued expenses and liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 9.3 | 9.8 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | Other assets | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | 163.7 | 134.5 |
Derivative instruments designated as hedging instruments | Foreign currency contracts | Deferred income taxes and other liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 3.4 | 3.5 |
Derivative instruments not designated as hedging instruments | Foreign currency contracts | Prepaid expenses and other | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Assets | 4.3 | 5.9 |
Derivative instruments not designated as hedging instruments | Foreign currency contracts | Other accrued expenses and liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Foreign currency contracts, Liabilities | 2.9 | 3.9 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | Prepaid expenses and other | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Assets | 8.7 | 21.2 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | Other accrued expenses and liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Liabilities | 32 | 19.5 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | Other assets | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Assets | 1.5 | 4.6 |
Derivative instruments not designated as hedging instruments | Commodity derivative contracts | Deferred income taxes and other liabilities | ||
Fair value and location of our derivative instruments on our balance sheets | ||
Commodity derivative contracts, Liabilities | $ 13.5 | $ 8.3 |
Derivative Instruments - Effect
Derivative Instruments - Effects of Designated and Undesignated Hedging Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Effect of our undesignated derivative instruments on our results of operations | ||
Net Gain (Loss) Recognized in Income (Loss) | $ (22) | $ 54.7 |
Foreign currency contracts | Selling, general, and administrative expenses | ||
Effect of our undesignated derivative instruments on our results of operations | ||
Net Gain (Loss) Recognized in Income (Loss) | 12.7 | 6.2 |
Commodity derivative contracts | Cost of product sold | ||
Effect of our undesignated derivative instruments on our results of operations | ||
Net Gain (Loss) Recognized in Income (Loss) | (34.7) | 48.5 |
Cash flow hedging | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Recognized in OCI | 79.9 | 95.2 |
Net Gain (Loss) Reclassified from AOCI to Income (Loss) | 26.2 | 10 |
Cash flow hedging | Foreign currency contracts | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Recognized in OCI | 79.3 | 79.5 |
Cash flow hedging | Foreign currency contracts | Sales | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Reclassified from AOCI to Income (Loss) | 0 | (0.6) |
Cash flow hedging | Foreign currency contracts | Cost of product sold | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Reclassified from AOCI to Income (Loss) | 26.4 | 11.1 |
Cash flow hedging | Pre-issuance hedge contracts | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Recognized in OCI | 0.6 | 15.7 |
Cash flow hedging | Pre-issuance hedge contracts | Interest expense | ||
Effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, net of income tax effect | ||
Net Gain (Loss) Reclassified from AOCI to Income (Loss) | $ (0.2) | $ (0.5) |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ in Millions | 3 Months Ended |
May 31, 2023 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative instruments in a net liability position due to counterparties | $ 2.9 |
Amount of net gains (losses), net of income tax effect, to be reclassified from AOCI to our results of operations within the next 12 months | $ 110 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Debt and Investments (Details) $ in Millions, $ in Millions | May 31, 2023 USD ($) | Apr. 30, 2023 CAD ($) | Feb. 28, 2023 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | $ 11,537.9 | $ 11,296 | |
Carrying amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | 11,537.9 | 11,296 | |
Fair value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | 10,735.9 | $ 10,236 | |
Convertible debt securities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Value of debt securities held, C$ | $ 100 | ||
2018 Canopy Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of warrants | 0 | ||
2023 Canopy Promissory Note | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of receivables | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Recurring Basis Measurements (Details) - Recurring - USD ($) $ in Millions | May 31, 2023 | Feb. 28, 2023 |
Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Derivative asset | $ 302.6 | $ 249.5 |
Derivative liability | 15.6 | 17.2 |
Commodity derivative contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Derivative asset | 10.2 | 25.8 |
Derivative liability | 45.5 | 27.8 |
Equity securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Equity securities | 0.2 | |
Convertible debt securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities | 69.6 | |
Quoted Prices in Active Markets (Level 1) | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Commodity derivative contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Equity securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Equity securities | 0 | |
Quoted Prices in Active Markets (Level 1) | Convertible debt securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities | 0 | |
Significant Other Observable Inputs (Level 2) | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Derivative asset | 302.6 | 249.5 |
Derivative liability | 15.6 | 17.2 |
Significant Other Observable Inputs (Level 2) | Commodity derivative contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Derivative asset | 10.2 | 25.8 |
Derivative liability | 45.5 | 27.8 |
Significant Other Observable Inputs (Level 2) | Equity securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Equity securities | 0.2 | |
Significant Other Observable Inputs (Level 2) | Convertible debt securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities | 69.6 | |
Significant Unobservable Inputs (Level 3) | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commodity derivative contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Derivative asset | 0 | 0 |
Derivative liability | $ 0 | 0 |
Significant Unobservable Inputs (Level 3) | Equity securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Equity securities | 0 | |
Significant Unobservable Inputs (Level 3) | Convertible debt securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities | $ 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Nonrecurring Basis Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method investments, total losses | $ 123.5 | $ 0 |
Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method investments, total losses | 123.5 | |
Nonrecurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method investments | 142.7 | |
Nonrecurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method investments | 0 | |
Nonrecurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method investments | $ 0 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Impairment of Equity Method Investments and Long-Lived Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method investments, total losses | $ 123.5 | $ 0 |
Canopy Equity Method Investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity method investments, carrying value | 266.2 | |
Equity method investments | 142.7 | |
Equity method investments, total losses | $ 123.5 | $ 0 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
May 31, 2023 | Feb. 28, 2023 | Apr. 30, 2022 | Mar. 31, 2022 | |
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Goodwill, beginning of period | $ 7,925.4 | $ 7,862.4 | ||
Purchase accounting allocations | 26.3 | |||
2022 Wine Divestiture | (24.5) | |||
Foreign currency translation adjustments | 28.5 | 61.2 | ||
Goodwill, end of period | 7,953.9 | 7,925.4 | ||
Austin Cocktails Acquisition | ||||
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Earn-out period | 5 years | |||
Lingua Franca Business Acquisition | ||||
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Earn-out period | 7 years | |||
Operating Segments | Beer | ||||
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Goodwill, beginning of period | 5,188.9 | 5,120.7 | ||
Purchase accounting allocations | 0 | |||
2022 Wine Divestiture | 0 | |||
Foreign currency translation adjustments | 30.1 | 68.2 | ||
Goodwill, end of period | 5,219 | 5,188.9 | ||
Operating Segments | Wine and Spirits | ||||
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Goodwill, beginning of period | 2,736.5 | 2,741.7 | ||
Purchase accounting allocations | 26.3 | |||
2022 Wine Divestiture | (24.5) | |||
Foreign currency translation adjustments | (1.6) | (7) | ||
Goodwill, end of period | $ 2,734.9 | $ 2,736.5 | ||
Operating Segments | Wine and Spirits | Austin Cocktails Acquisition | ||||
Changes in the carrying amount of goodwill [Roll Forward] | ||||
Remaining equity interest | 73% |
Intangible Assets - Component o
Intangible Assets - Component of Intangible Assets (Details) - USD ($) $ in Millions | May 31, 2023 | Feb. 28, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | $ 105.8 | $ 106.5 |
Amortizable intangible assets, Net Carrying Amount | 17.2 | 17.7 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 2,727.4 | 2,728.1 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Nonamortizable intangible assets, Net Carrying Amount | 2,710.2 | 2,710.4 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 85.4 | 85.7 |
Amortizable intangible assets, Net Carrying Amount | 17.2 | 17.7 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, Gross Carrying Amount | 20.4 | 20.8 |
Amortizable intangible assets, Net Carrying Amount | $ 0 | $ 0 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |||
May 31, 2023 | May 31, 2022 | Feb. 28, 2023 | Oct. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments, carrying value | $ 291.3 | $ 2,534 | $ 663.3 | |
Impairment of Canopy Equity Method Investment | 123.5 | 0 | ||
Canopy Equity Method Investment | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments, carrying value | $ 142.7 | $ 485.8 | ||
Equity method investment, ownership percentage | 33.20% | 34.70% | ||
Fair value of equity method investment | $ 142.7 | $ 398.4 | ||
Impairment of Canopy Equity Method Investment | $ 123.5 | 0 | ||
Equity method investment, in shares | 171.5 | |||
Equity in earnings (loss) from Canopy and related activities | $ (219.8) | (165) | ||
Canopy Equity Method Investment | Third Party Investors | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 100% | |||
Other equity method investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments, carrying value | 148.6 | $ 177.5 | ||
Equity in earnings (loss) from Canopy and related activities | $ (0.3) | $ (0.5) | ||
Other equity method investments | Minimum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 20% | 20% | ||
Other equity method investments | Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 50% | 50% |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Millions | May 31, 2023 | Feb. 28, 2023 |
Schedule of Debt [Line Items] | ||
Short-term borrowings | $ 819.1 | $ 1,165.3 |
Long-term Debt | ||
Other, current | 9.3 | |
Other, long-term | 15.2 | |
Other, total | 24.5 | 26.2 |
Long-term debt, current | 558.1 | 9.5 |
Long-term debt, long-term | 10,979.8 | 11,286.5 |
Long-term debt, total | 11,537.9 | 11,296 |
Unsecured debt | Term loan credit facilities | ||
Long-term Debt | ||
Unsecured debt, current | 0 | |
Unsecured debt, long-term | 300 | |
Unsecured debt, total | 300 | 799.2 |
Unsecured debt | Senior notes | ||
Long-term Debt | ||
Unsecured debt, current | 548.8 | |
Unsecured debt, long-term | 10,664.6 | |
Unsecured debt, total | 11,213.4 | 10,470.6 |
Commercial paper | ||
Schedule of Debt [Line Items] | ||
Short-term borrowings | $ 819.1 | $ 1,165.3 |
Borrowings - Credit Agreements
Borrowings - Credit Agreements (Details) - USD ($) | May 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Schedule of Debt [Line Items] | |||
Short-term borrowings | $ 819,100,000 | $ 1,165,300,000 | |
Five-Year Term Facility | Unsecured debt | |||
Schedule of Debt [Line Items] | |||
Aggregate principal amount | 491,300,000 | ||
Unsecured debt | $ 300,000,000 | ||
Weighted average interest rate | 6% | ||
Five-Year Term Facility | Unsecured debt | SOFR | |||
Schedule of Debt [Line Items] | |||
SOFR margin | 0.88% | ||
Revolving credit facility | |||
Schedule of Debt [Line Items] | |||
Aggregate principal amount | $ 2,250,000,000 | ||
Short-term borrowings | $ 0 | ||
Weighted average interest rate | 0% | ||
Remaining borrowing capacity | $ 1,418,000,000 | ||
Revolving credit facility | SOFR | |||
Schedule of Debt [Line Items] | |||
SOFR margin | 0% | ||
Letters of credit | |||
Schedule of Debt [Line Items] | |||
Aggregate principal amount | $ 200,000,000 | ||
Outstanding letters of credit | 11,600,000 | ||
Commercial paper | |||
Schedule of Debt [Line Items] | |||
Aggregate principal amount | 820,400,000 | $ 2,250,000,000 | |
Short-term borrowings | $ 819,100,000 | $ 1,165,300,000 | |
Weighted average interest rate | 5.60% |
Borrowings - Commercial Paper P
Borrowings - Commercial Paper Program (Details) - USD ($) | May 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Schedule of Debt [Line Items] | |||
Short-term borrowings | $ 819,100,000 | $ 1,165,300,000 | |
Commercial paper | |||
Schedule of Debt [Line Items] | |||
Aggregate principal amount | 820,400,000 | $ 2,250,000,000 | |
Short-term borrowings | $ 819,100,000 | $ 1,165,300,000 | |
Weighted average interest rate | 5.60% | ||
Weighted average remaining term | 12 days |
Borrowings - Senior Notes (Deta
Borrowings - Senior Notes (Details) $ in Millions | 1 Months Ended |
May 31, 2023 USD ($) | |
Schedule of Debt [Line Items] | |
Basis spread on adjusted treasury rate | 0.0025 |
4.90% May 2023 Senior Notes | Senior Notes | |
Schedule of Debt [Line Items] | |
Aggregate principal amount | $ 750 |
Interest rates of notes | 4.90% |
Proceeds from issuance of debt | $ 740 |
Percentage of outstanding principal amount as redemption price | 100% |
Borrowings - Debt Payments (Det
Borrowings - Debt Payments (Details) $ in Millions | May 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Unamortized debt issuance costs, long-term debt obligations | $ 61.4 |
Unamortized discount, long-term debt obligations | 25.2 |
Fiscal 2023 | 8 |
Fiscal 2025 | 956.5 |
Fiscal 2026 | 1,704.8 |
Fiscal 2027 | 603.7 |
Fiscal 2028 | 1,801.5 |
Fiscal 2029 | 500 |
Thereafter | 6,050 |
Total long-term debt, gross | $ 11,624.5 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 39.60% | 23.90% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock and Treasury Stock Issued (Details) - shares | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Class A Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common Stock, beginning of period (in shares) | 212,697,428 | |
Treasury Stock, beginning of period (in shares) | 29,498,426 | |
Number of shares repurchased (in shares) | 153,937 | |
Common Stock, end of period (in shares) | 212,697,508 | |
Treasury Stock, end of period (in shares) | 29,438,466 | |
Common Stock | Class A Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common Stock, beginning of period (in shares) | 212,697,428 | 187,263,859 |
Conversion of shares (in shares) | (80) | (655) |
Common Stock, end of period (in shares) | 212,697,508 | 187,264,514 |
Common Stock | Class B Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common Stock, beginning of period (in shares) | 0 | 28,212,340 |
Conversion of shares (in shares) | (655) | |
Common Stock, end of period (in shares) | 0 | 28,211,685 |
Common Stock | Class 1 Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common Stock, beginning of period (in shares) | 22,705 | 2,248,679 |
Conversion of shares (in shares) | (80) | |
Exercise of stock options (in shares) | 800 | 35 |
Common Stock, end of period (in shares) | 23,425 | 2,248,714 |
Treasury Stock | Class A Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Treasury Stock, beginning of period (in shares) | 29,498,426 | 22,824,607 |
Number of shares repurchased (in shares) | 153,937 | 4,065,508 |
Exercise of stock options (in shares) | 129,595 | 108,228 |
Treasury Stock, end of period (in shares) | 29,438,466 | 26,694,497 |
Treasury Stock | Class A Stock | Restricted stock units | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Vesting of stock units (in shares) | (71,189) | (71,064) |
Shares withheld to satisfy tax withholding requirements (in shares) | 39,839 | 37,308 |
Treasury Stock | Class A Stock | Performance share units | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Vesting of stock units (in shares) | (13,113) | (16,326) |
Shares withheld to satisfy tax withholding requirements (in shares) | 8,735 | 4,919 |
Treasury Stock | Class B Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Treasury Stock, beginning of period (in shares) | 0 | 5,005,800 |
Treasury Stock, end of period (in shares) | 0 | 5,005,800 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 1 Months Ended | 3 Months Ended | 29 Months Ended | ||
Nov. 30, 2022 USD ($) $ / shares | May 31, 2023 USD ($) shares | May 31, 2022 USD ($) shares | May 31, 2023 USD ($) shares | Jan. 31, 2021 USD ($) | |
Equity, Class of Treasury Stock [Line Items] | |||||
Conversion of stock ratio | 1 | ||||
Payment to holders of Class B Stock in connection with the Reclassification | $ 1,500,000,000 | ||||
Dollar Value of Shares Repurchased | $ 35,000,000 | $ 1,007,600,000 | |||
Treasury Stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Dollar Value of Shares Repurchased | $ 35,000,000 | $ 1,007,600,000 | |||
Class A and Class B | 2021 Authorization | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Repurchase Authorization | $ 2,000,000,000 | ||||
Class A Stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Number of shares repurchased (in shares) | shares | 153,937 | ||||
Dollar Value of Shares Repurchased | $ 35,000,000 | ||||
Class A Stock | Treasury Stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Cash receivable per share held under reclassification agreement (in dollars per share) | $ / shares | $ 64.64 | ||||
Number of shares repurchased (in shares) | shares | 153,937 | 4,065,508 | |||
Class A Stock | 2021 Authorization | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Number of shares repurchased (in shares) | shares | 4,985,847 | ||||
Dollar Value of Shares Repurchased | $ 1,171,600,000 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchases (Details) - USD ($) | 3 Months Ended | 29 Months Ended | ||
May 31, 2023 | May 31, 2022 | May 31, 2023 | Jan. 31, 2021 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Dollar Value of Shares Repurchased | $ 35,000,000 | $ 1,007,600,000 | ||
Class A and Class B | 2021 Authorization | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Repurchase Authorization | $ 2,000,000,000 | |||
Class A Stock | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Dollar Value of Shares Repurchased | $ 35,000,000 | |||
Number of shares repurchased (in shares) | 153,937 | |||
Class A Stock | 2021 Authorization | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Dollar Value of Shares Repurchased | $ 1,171,600,000 | |||
Number of shares repurchased (in shares) | 4,985,847 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share Attributable to CBI (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Earnings per share reconciliation | ||
Net income (loss) attributable to CBI allocated - basic | $ 135.9 | $ 389.5 |
Class A Stock | ||
Earnings per share reconciliation | ||
Net income (loss) attributable to CBI allocated - basic | $ 135.9 | 345.6 |
Conversion of Class B common shares into Class A common shares | 43.9 | |
Effect of stock-based awards on allocated net income (loss) | 0 | |
Net income (loss) attributable to CBI allocated - diluted | $ 389.5 | |
Weighted average number of shares outstanding reconciliation | ||
Weighted average common shares outstanding - basic (in shares) | 183,270 | 165,335 |
Conversion of Class B common shares into Class A common shares (in shares) | 23,206 | |
Stock-based awards, primarily stock options (in shares) | 593 | 792 |
Weighted average common shares outstanding - diluted (in shares) | 183,863 | 189,333 |
Basic and diluted net income (loss) per common share attributable to CBI | ||
Net income (loss) per common share attributable to CBI - basic (in dollars per share) | $ 0.74 | $ 2.09 |
Net income (loss) per common share attributable to CBI - diluted (in dollars per share) | $ 0.74 | $ 2.06 |
Class B Stock | ||
Earnings per share reconciliation | ||
Net income (loss) attributable to CBI allocated - basic | $ 43.9 | |
Conversion of Class B common shares into Class A common shares | 0 | |
Effect of stock-based awards on allocated net income (loss) | (0.1) | |
Net income (loss) attributable to CBI allocated - diluted | $ 43.8 | |
Weighted average number of shares outstanding reconciliation | ||
Weighted average common shares outstanding - basic (in shares) | 23,206 | |
Conversion of Class B common shares into Class A common shares (in shares) | 0 | |
Stock-based awards, primarily stock options (in shares) | 0 | |
Weighted average common shares outstanding - diluted (in shares) | 23,206 | |
Basic and diluted net income (loss) per common share attributable to CBI | ||
Net income (loss) per common share attributable to CBI - basic (in dollars per share) | $ 1.89 | |
Net income (loss) per common share attributable to CBI - diluted (in dollars per share) | $ 1.89 |
Comprehensive Income (Loss) A_3
Comprehensive Income (Loss) Attributable to CBI - Reconciliation of Net Income (Loss) Attributable to CBI to Comprehensive Income (Loss) Attributable to CBI (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Net income (loss) attributable to CBI | $ 135.9 | $ 389.5 |
Other comprehensive income (loss) attributable to CBI | ||
Other comprehensive income (loss) attributable to CBI, net of tax amount | 225.3 | 259 |
Comprehensive income (loss) attributable to CBI | 350.3 | 635.9 |
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income (loss) attributable to CBI | ||
Net gain (loss), net of tax amount | 239 | |
Reclassification adjustments, net of tax amount | (24.6) | |
Other comprehensive income (loss) attributable to CBI, before tax amount | 221.4 | 256.5 |
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | (7) | (10.1) |
Other comprehensive income (loss) attributable to CBI, net of tax amount | 214.4 | 246.4 |
Accumulated Other Comprehensive Income (Loss) | Share of OCI of Equity Method Investments | ||
Other comprehensive income (loss) attributable to CBI | ||
Net gain (loss), before tax amount | (0.3) | (9) |
Net gain (loss), tax (expense) benefit | 0.1 | 3.8 |
Net gain (loss), net of tax amount | (0.2) | (5.2) |
Reclassification adjustments, before tax amount | 0 | 0 |
Reclassification adjustments, tax (expense) benefit | 0 | 0 |
Reclassification adjustments, net of tax amount | 0 | 0 |
Other comprehensive income (loss) attributable to CBI, before tax amount | (0.3) | (9) |
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | 0.1 | 3.8 |
Other comprehensive income (loss) attributable to CBI, net of tax amount | (0.2) | (5.2) |
Foreign Currency Translation Adjustments | ||
Other comprehensive income (loss) attributable to CBI | ||
Net gain (loss), before tax amount | 163.4 | 170.3 |
Net gain (loss), tax (expense) benefit | 0 | 0 |
Net gain (loss), net of tax amount | 163.4 | 170.3 |
Reclassification adjustments, before tax amount | 0 | 0 |
Reclassification adjustments, tax (expense) benefit | 0 | 0 |
Reclassification adjustments, net of tax amount | 0 | 0 |
Other comprehensive income (loss) attributable to CBI, before tax amount | 163.4 | 170.3 |
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | 0 | 0 |
Other comprehensive income (loss) attributable to CBI, net of tax amount | 163.4 | 170.3 |
Unrealized Net Gain (Loss) on Derivative Instruments | ||
Other comprehensive income (loss) attributable to CBI | ||
Net gain (loss), before tax amount | 86.4 | 105.5 |
Net gain (loss), tax (expense) benefit | (10.4) | (14.8) |
Net gain (loss), net of tax amount | 76 | 90.7 |
Reclassification adjustments, before tax amount | (27.8) | (10) |
Reclassification adjustments, tax (expense) benefit | 3.2 | 0.9 |
Reclassification adjustments, net of tax amount | (24.6) | (9.1) |
Other comprehensive income (loss) attributable to CBI, before tax amount | 58.6 | 95.5 |
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | (7.2) | (13.9) |
Other comprehensive income (loss) attributable to CBI, net of tax amount | 51.4 | 81.6 |
Pension/ Postretirement Adjustments | ||
Other comprehensive income (loss) attributable to CBI | ||
Net gain (loss), before tax amount | (0.3) | (0.3) |
Net gain (loss), tax (expense) benefit | 0.1 | 0 |
Net gain (loss), net of tax amount | (0.2) | (0.3) |
Reclassification adjustments, before tax amount | 0 | 0 |
Reclassification adjustments, tax (expense) benefit | 0 | 0 |
Reclassification adjustments, net of tax amount | 0 | 0 |
Other comprehensive income (loss) attributable to CBI, before tax amount | (0.3) | (0.3) |
Other comprehensive income (loss) attributable to CBI, tax (expense) benefit | 0.1 | 0 |
Other comprehensive income (loss) attributable to CBI, net of tax amount | $ (0.2) | $ (0.3) |
Comprehensive Income (Loss) A_4
Comprehensive Income (Loss) Attributable to CBI - Accumulated Other Comprehensive Income (Loss), Net of Income Tax Effect (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | ||
Stockholders' equity, beginning of period | $ 8,413.6 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | ||
Other comprehensive income (loss) attributable to CBI, net of tax amount | 225.3 | $ 259 |
Stockholders' equity, period end | 8,585 | |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | ||
Stockholders' equity, beginning of period | 28.5 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | ||
Other comprehensive income (loss) before reclassification adjustments | 239 | |
Amounts reclassified from accumulated other comprehensive income (loss) | (24.6) | |
Other comprehensive income (loss) attributable to CBI, net of tax amount | 214.4 | 246.4 |
Stockholders' equity, period end | 242.9 | |
Accumulated Other Comprehensive Income (Loss) | Share of OCI of Equity Method Investments | ||
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | ||
Stockholders' equity, beginning of period | 10.3 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | ||
Other comprehensive income (loss) before reclassification adjustments | (0.2) | (5.2) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Other comprehensive income (loss) attributable to CBI, net of tax amount | (0.2) | (5.2) |
Stockholders' equity, period end | 10.1 | |
Foreign Currency Translation Adjustments | ||
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | ||
Stockholders' equity, beginning of period | (176.4) | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | ||
Other comprehensive income (loss) before reclassification adjustments | 163.4 | 170.3 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Other comprehensive income (loss) attributable to CBI, net of tax amount | 163.4 | 170.3 |
Stockholders' equity, period end | (13) | |
Unrealized Net Gain (Loss) on Derivative Instruments | ||
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | ||
Stockholders' equity, beginning of period | 198.5 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | ||
Other comprehensive income (loss) before reclassification adjustments | 76 | 90.7 |
Amounts reclassified from accumulated other comprehensive income (loss) | (24.6) | (9.1) |
Other comprehensive income (loss) attributable to CBI, net of tax amount | 51.4 | 81.6 |
Stockholders' equity, period end | 249.9 | |
Pension/ Postretirement Adjustments | ||
Accumulated other comprehensive income (loss), net of income tax effect [Roll Forward] | ||
Stockholders' equity, beginning of period | (3.9) | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | ||
Other comprehensive income (loss) before reclassification adjustments | (0.2) | (0.3) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Other comprehensive income (loss) attributable to CBI, net of tax amount | (0.2) | $ (0.3) |
Stockholders' equity, period end | $ (4.1) |
Business Segment Information -
Business Segment Information - Narrative (Details) | 3 Months Ended | 12 Months Ended |
May 31, 2023 division segment | Feb. 28, 2023 division segment | |
Segment Reporting [Abstract] | ||
Number of business divisions | division | 2 | 3 |
Number of reportable operating segments | segment | 3 | 4 |
Business Segment Information _2
Business Segment Information - Comparable Adjustments (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Cost of product sold | ||
Net gain (loss) on undesignated commodity derivative contracts | $ (22) | $ 54.7 |
Comparable Adjustments, Cost of product sold | (1,257.1) | (1,108.2) |
Selling, general, and administrative expenses | ||
Comparable Adjustments, Selling, general, and administrative expenses | (493.1) | (438.6) |
Comparable Adjustments | ||
Cost of product sold | ||
Flow through of inventory step-up | (0.7) | (1) |
Recovery of (loss on) inventory write-down | 0 | 0.2 |
Comparable Adjustments, Cost of product sold | (34.8) | 24.4 |
Selling, general, and administrative expenses | ||
Restructuring and other strategic business development costs | (14.9) | (1.4) |
Transition services agreements activity | (5.7) | (3.4) |
Transaction, integration, and other acquisition-related costs | (0.3) | (0.2) |
Other gains (losses) | (6.8) | 4.5 |
Comparable Adjustments, Selling, general, and administrative expenses | (27.7) | (0.5) |
Comparable Adjustments, Operating income (loss) | (62.5) | 23.9 |
Gain (loss) on sale of business | (7) | 0 |
Comparable Adjustments | Austin Cocktails Acquisition | ||
Selling, general, and administrative expenses | ||
Gain from remeasurement of previously held equity method investments | 0 | 5.2 |
Comparable Adjustments | Commodity derivative contracts | ||
Cost of product sold | ||
Net gain (loss) on undesignated commodity derivative contracts | (34.7) | 48.5 |
Settlements of undesignated commodity derivative contracts | $ 0.6 | $ (23.3) |
Business Segment Information _3
Business Segment Information - Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
May 31, 2023 | May 31, 2022 | Feb. 28, 2023 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 2,514.9 | $ 2,363.2 | |
Segment operating income (loss) | 764.7 | 816.4 | |
Income (loss) from unconsolidated investments | (415.4) | (187.9) | |
Equity method investments | 291.3 | 2,534 | $ 663.3 |
Capital expenditures | 277 | 196.6 | |
Depreciation and amortization | 105.7 | 93.7 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||
Impairment of Canopy Equity Method Investment | (123.5) | 0 | |
Unrealized net gain (loss) on securities measured at fair value | (71.8) | (22.4) | |
Income (loss) from unconsolidated investments | (415.4) | (187.9) | |
Canopy Equity Method Investment | |||
Segment Reporting Information [Line Items] | |||
Equity method investments | 142.7 | 485.8 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||
Impairment of Canopy Equity Method Investment | (123.5) | 0 | |
Equity in earnings (losses) of equity method investees and related activities | (219.8) | (165) | |
Other equity method investments | |||
Segment Reporting Information [Line Items] | |||
Equity method investments | 148.6 | $ 177.5 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||
Equity in earnings (losses) of equity method investees and related activities | (0.3) | (0.5) | |
Operating Segments | Beer | |||
Segment Reporting Information [Line Items] | |||
Net sales | 2,098.6 | 1,898.2 | |
Segment operating income (loss) | 797.8 | 762.8 | |
Capital expenditures | 205.6 | 161.8 | |
Depreciation and amortization | 78.8 | 68.2 | |
Operating Segments | Wine and Spirits | |||
Segment Reporting Information [Line Items] | |||
Net sales | 416.3 | 465 | |
Segment operating income (loss) | 79.3 | 91 | |
Income (loss) from unconsolidated investments | 2.3 | 1.5 | |
Equity method investments | 96.8 | 98 | |
Capital expenditures | 38.6 | 29.8 | |
Depreciation and amortization | 22.5 | 22.3 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||
Income (loss) from unconsolidated investments | 2.3 | 1.5 | |
Operating Segments | Wine and Spirits | Wine | |||
Segment Reporting Information [Line Items] | |||
Net sales | 361 | 404.1 | |
Operating Segments | Wine and Spirits | Spirits | |||
Segment Reporting Information [Line Items] | |||
Net sales | 55.3 | 60.9 | |
Operating Segments | Corporate Operations and Other | |||
Segment Reporting Information [Line Items] | |||
Segment operating income (loss) | (49.9) | (61.3) | |
Income (loss) from unconsolidated investments | (33.3) | (54) | |
Equity method investments | 194.5 | 2,436 | |
Capital expenditures | 32.8 | 5 | |
Depreciation and amortization | 4.4 | 3.2 | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||
Income (loss) from unconsolidated investments | (33.3) | (54) | |
Comparable Adjustments | |||
Segment Reporting Information [Line Items] | |||
Segment operating income (loss) | (62.5) | 23.9 | |
Income (loss) from unconsolidated investments | (384.4) | (135.4) | |
Gain (Loss) on Investments, Excluding Other than Temporary Impairments [Abstract] | |||
Income (loss) from unconsolidated investments | $ (384.4) | $ (135.4) |