filings.toolsItem 1. FINANCIAL STATEMENTS.
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Item 1. FINANCIAL STATEMENTS.
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(in millions, except share and per share data) (unaudited)
| May 31, 2025 | February 28, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 73.9 | $ | 68.1 | |||||||
| Accounts receivable | 813.3 | 736.5 | |||||||||
| Inventories | 1,411.9 | 1,437.2 | |||||||||
| Prepaid expenses and other | 628.1 | 561.1 | |||||||||
| Assets held for sale | 1,014.1 | 913.5 | |||||||||
| Total current assets | 3,941.3 | 3,716.4 | |||||||||
| Property, plant, and equipment | 7,719.7 | 7,409.8 | |||||||||
| Goodwill | 5,156.8 | 5,126.8 | |||||||||
| Intangible assets | 2,533.5 | 2,532.3 | |||||||||
| Deferred income taxes | 1,755.3 | 1,805.3 | |||||||||
| Other assets | 1,156.1 | 1,061.7 | |||||||||
| Total assets | $ | 22,262.7 | $ | 21,652.3 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings | $ | 377.5 | $ | 806.7 | |||||||
| Current maturities of long-term debt | 1,403.0 | 1,402.0 | |||||||||
| Accounts payable | 979.5 | 939.8 | |||||||||
| Other accrued expenses and liabilities | 934.1 | 886.7 | |||||||||
| Total current liabilities | 3,694.1 | 4,035.2 | |||||||||
| Long-term debt, less current maturities | 9,786.5 | 9,289.0 | |||||||||
| Deferred income taxes and other liabilities | 1,250.0 | 1,193.3 | |||||||||
| Total liabilities | 14,730.6 | 14,517.5 | |||||||||
| Commitments and contingencies | |||||||||||
| CBI stockholders’ equity: | |||||||||||
| Class A Stock, $0.01 par value – Authorized, 322,000,000 shares; Issued, 212,698,298 shares and 212,698,298 shares, respectively | 2.1 | 2.1 | |||||||||
| Additional paid-in capital | 2,130.6 | 2,144.6 | |||||||||
| Retained earnings | 12,938.9 | 12,603.4 | |||||||||
| Accumulated other comprehensive income (loss) | (312.0) | (662.7) | |||||||||
| Class A Stock in treasury, at cost, 36,002,125 shares and 34,505,141 shares, respectively | (7,494.1) | (7,205.4) | |||||||||
| Total CBI stockholders’ equity | 7,265.5 | 6,882.0 | |||||||||
| Noncontrolling interests | 266.6 | 252.8 | |||||||||
| Total stockholders’ equity | 7,532.1 | 7,134.8 | |||||||||
| Total liabilities and stockholders’ equity | $ | 22,262.7 | $ | 21,652.3 |
The accompanying notes are an integral part of these statements.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 1 |
| FINANCIAL STATEMENTS | Table of Contents |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions, except per share data)
(unaudited)
| For the Three Months Ended May 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO CBI | |||||||||||||||||||||||
| Sales | $ | 2,677.5 | $ | 2,860.7 | |||||||||||||||||||
| Excise taxes | (162.5) | (198.9) | |||||||||||||||||||||
| Net sales | 2,515.0 | 2,661.8 | |||||||||||||||||||||
| Cost of product sold | (1,248.4) | (1,258.0) | |||||||||||||||||||||
| Gross profit | 1,266.6 | 1,403.8 | |||||||||||||||||||||
| Selling, general, and administrative expenses | (500.7) | (462.2) | |||||||||||||||||||||
| Assets held for sale impairment and related expenses | (52.1) | — | |||||||||||||||||||||
| Operating income (loss) | 713.8 | 941.6 | |||||||||||||||||||||
| Income (loss) from unconsolidated investments | (3.5) | 82.0 | |||||||||||||||||||||
| Interest expense, net | (98.9) | (102.8) | |||||||||||||||||||||
| Income (loss) before income taxes | 611.4 | 920.8 | |||||||||||||||||||||
| (Provision for) benefit from income taxes | (87.6) | (28.0) | |||||||||||||||||||||
| Net income (loss) | 523.8 | 892.8 | |||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | (7.7) | (15.8) | |||||||||||||||||||||
| Net income (loss) attributable to CBI | $ | 516.1 | $ | 877.0 | |||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CBI | |||||||||||||||||||||||
| Comprehensive income (loss) | $ | 888.1 | $ | 884.1 | |||||||||||||||||||
| Comprehensive (income) loss attributable to noncontrolling interests | (21.3) | (16.1) | |||||||||||||||||||||
| Comprehensive income (loss) attributable to CBI | $ | 866.8 | $ | 868.0 | |||||||||||||||||||
| CLASS A STOCK | |||||||||||||||||||||||
| Net income (loss) per common share attributable to CBI – basic | $ | 2.90 | $ | 4.80 | |||||||||||||||||||
| Net income (loss) per common share attributable to CBI – diluted | $ | 2.90 | $ | 4.78 | |||||||||||||||||||
| Weighted average common shares outstanding – basic | 177.801 | 182.766 | |||||||||||||||||||||
| Weighted average common shares outstanding – diluted | 177.991 | 183.461 | |||||||||||||||||||||
| Cash dividends declared per common share | $ | 1.02 | $ | 1.01 |
The accompanying notes are an integral part of these statements.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 2 |
| FINANCIAL STATEMENTS | Table of Contents |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions)
(unaudited)
| Class A Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interests | Total | ||||||||||||||||||||||||||||||||||||||
| Balance at February 28, 2025 | $ | 2.1 | $ | 2,144.6 | $ | 12,603.4 | $ | (662.7) | $ | (7,205.4) | $ | 252.8 | $ | 7,134.8 | ||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | 516.1 | — | — | 7.7 | 523.8 | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of income tax effect | — | — | — | 350.7 | — | 13.6 | 364.3 | |||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | 888.1 | |||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | — | — | — | — | (306.1) | — | (306.1) | |||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | (180.6) | — | — | — | (180.6) | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interest distributions | — | — | — | — | — | (7.5) | (7.5) | |||||||||||||||||||||||||||||||||||||
| Shares issued under equity compensation plans | — | (24.3) | — | — | 17.4 | — | (6.9) | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | 10.3 | — | — | — | — | 10.3 | |||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2025 | $ | 2.1 | $ | 2,130.6 | $ | 12,938.9 | $ | (312.0) | $ | (7,494.1) | $ | 266.6 | $ | 7,532.1 | ||||||||||||||||||||||||||||||
| Balance at February 29, 2024 | $ | 2.1 | $ | 2,047.3 | $ | 13,417.2 | $ | 376.8 | $ | (6,100.3) | $ | 321.5 | $ | 10,064.6 | ||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | 877.0 | — | — | 15.8 | 892.8 | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of income tax effect | — | — | — | (9.0) | — | 0.3 | (8.7) | |||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | 884.1 | |||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | — | — | — | — | (200.0) | — | (200.0) | |||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | (184.7) | — | — | — | (184.7) | |||||||||||||||||||||||||||||||||||||
| Noncontrolling interest distributions | — | — | — | — | — | (17.5) | (17.5) | |||||||||||||||||||||||||||||||||||||
| Shares issued under equity compensation plans | — | 5.7 | — | — | 2.4 | — | 8.1 | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | 17.3 | — | — | — | — | 17.3 | |||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2024 | $ | 2.1 | $ | 2,070.3 | $ | 14,109.5 | $ | 367.8 | $ | (6,297.9) | $ | 320.1 | $ | 10,571.9 | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 3 |
| FINANCIAL STATEMENTS | Table of Contents |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| For the Three Months Ended May 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | 523.8 | $ | 892.8 | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Deferred tax provision (benefit) | 34.0 | 25.0 | |||||||||
| Depreciation | 105.2 | 111.6 | |||||||||
| Stock-based compensation | 10.4 | 17.3 | |||||||||
| Noncash lease expense | 31.0 | 29.1 | |||||||||
| Assets held for sale impairment and related expenses | 52.1 | — | |||||||||
| Net gain in connection with Exchangeable Shares | — | (83.3) | |||||||||
| Change in operating assets and liabilities, net of effects from purchase and sale of business: | |||||||||||
| Accounts receivable | (73.9) | (63.4) | |||||||||
| Inventories | (20.8) | (47.3) | |||||||||
| Prepaid expenses and other current assets | (25.8) | (61.4) | |||||||||
| Accounts payable | 36.7 | 62.7 | |||||||||
| Contract liabilities | 6.3 | 15.6 | |||||||||
| Other accrued expenses and liabilities | (92.3) | (97.7) | |||||||||
| Other | 50.5 | (110.5) | |||||||||
| Total adjustments | 113.4 | (202.3) | |||||||||
| Net cash provided by (used in) operating activities | 637.2 | 690.5 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchase of property, plant, and equipment | (192.8) | (375.3) | |||||||||
| Investments in equity method investees and securities | (7.0) | (13.0) | |||||||||
| Proceeds from sale of assets | — | 12.9 | |||||||||
| Proceeds from sale of business | 3.7 | — | |||||||||
| Other investing activities | — | (2.0) | |||||||||
| Net cash provided by (used in) investing activities | (196.1) | (377.4) |
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 4 |
| FINANCIAL STATEMENTS | Table of Contents |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| For the Three Months Ended May 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from issuance of long-term debt | 499.1 | — | |||||||||
| Principal payments of long-term debt | (1.0) | (552.2) | |||||||||
| Net proceeds from (repayments of) short-term borrowings | (429.2) | 551.8 | |||||||||
| Dividends paid | (182.2) | (185.3) | |||||||||
| Purchases of treasury stock | (306.1) | (200.0) | |||||||||
| Proceeds from shares issued under equity compensation plans | 5.3 | 24.7 | |||||||||
| Payments of minimum tax withholdings on stock-based payment awards | (9.4) | (13.8) | |||||||||
| Payments of debt issuance, debt extinguishment, and other financing costs | (5.2) | — | |||||||||
| Distributions to noncontrolling interests | (7.5) | (17.5) | |||||||||
| Payment of contingent consideration | (1.4) | (0.7) | |||||||||
| Net cash provided by (used in) financing activities | (437.6) | (393.0) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2.3 | 1.3 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 5.8 | (78.6) | |||||||||
| Cash and cash equivalents, beginning of period | 68.1 | 152.4 | |||||||||
| Cash and cash equivalents, end of period | $ | 73.9 | $ | 73.8 | |||||||
| SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Additions to property, plant, and equipment | $ | 120.3 | $ | 195.2 | |||||||
The accompanying notes are an integral part of these statements.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 5 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
MAY 31, 2025
(unaudited)
1. 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 2025 Annual Report. Results of operations for interim periods are not necessarily indicative of annual results.
2. ACQUISITIONS AND DIVESTITURES
ACQUISITION
Sea Smoke
In June 2024, we acquired the Sea Smoke business, including a California-based luxury wine brand, vineyards, and a production facility. This transaction also included the acquisition of goodwill, inventory, and a trademark. The results of operations of Sea Smoke are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.
DIVESTITURES
SVEDKA Divestiture
On January 6, 2025, we sold the SVEDKA brand and related assets, primarily including inventory and equipment. The net cash proceeds from the SVEDKA Divestiture were used for general corporate purposes, including funding share repurchases, capital expenditures, and repayment of debt. Prior to the SVEDKA Divestiture, we recorded the results of operations of the SVEDKA brand in the Wine and Spirits segment.
Mexicali Brewery sale
In July 2024, we sold the remaining assets classified as held for sale at the canceled Mexicali Brewery.
Assets held for sale
Certain wine and spirits net assets have met the held for sale criteria largely in connection with the 2025 Wine Divestitures (see below). The carrying values of these assets held for sale consist of the following:
| May 31, 2025 | February 28, 2025 | ||||||||||
| (in millions) | |||||||||||
| ASSETS | |||||||||||
| Inventories | $ | 760.1 | $ | 788.7 | |||||||
| Prepaid expenses and other | 2.7 | 0.5 | |||||||||
| Property, plant, and equipment | 457.7 | 474.4 | |||||||||
| Intangible assets | 127.9 | 127.9 | |||||||||
| Other assets | 71.9 | — | |||||||||
| Less: Assets held for sale impairment | (406.2) | (478.0) | |||||||||
| Assets held for sale | 1,014.1 | 913.5 | |||||||||
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 6 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
| May 31, 2025 | February 28, 2025 | ||||||||||
| (in millions) | |||||||||||
| LIABILITIES | |||||||||||
| Other accrued expenses and liabilities | 33.6 | 33.7 | |||||||||
| Deferred income taxes and other liabilities | 82.8 | — | |||||||||
| Liabilities held for sale (1) | 116.4 | 33.7 | |||||||||
| Net assets held for sale | $ | 897.7 | $ | 879.8 |
(1)Liabilities held for sale are included in the consolidated balance sheets within the respective liability line items noted above.
SUBSEQUENT EVENT
2025 Wine Divestitures
On June 2, 2025, we sold and, in certain instances, exclusively licensed the trademarks of a portion of our wine and spirits business, primarily centered around our mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities. We received $857.6 million of net cash proceeds, subject to certain post-closing adjustments. The net cash proceeds from the 2025 Wine Divestitures were used for repayment of debt (see Note 10). Prior to the completion of the 2025 Wine Divestitures, we recorded the results of operations of the divested and exclusively licensed brands in the Wine and Spirits segment.
3. RESTRUCTURING
The 2025 Restructuring Initiative is an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business, including through enhanced organizational efficiency and optimized expenditures across our organization. The majority of the work associated with the 2025 Restructuring Initiative is expected to be completed within the year ending February 28, 2026, and is estimated to result in $80 million to $100 million of cumulative pre-tax costs once all phases are fully implemented. This range is estimated to be comprised of (i) employee termination costs (60%) and (ii) consulting services as well as other costs, which primarily include contract termination costs (40%).
We recognized pre-tax restructuring costs in connection with the 2025 Restructuring Initiative as follows:
| Results of Operations Location | For the Three Months Ended May 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Consulting services | Selling, general, and administrative expenses | $ | 13.3 | ||||||||
Since the inception of the 2025 Restructuring Initiative, we have incurred the following pre-tax restructuring costs:
| Cumulative Costs as of May 31, 2025 | Percent of Total Costs | ||||||||||
| (in millions) | |||||||||||
| Employee termination | $ | 46.9 | 74 | % | |||||||
| Consulting services | 16.1 | 26 | % | ||||||||
| $ | 63.0 | 100 | % |
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 7 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
The activity for the restructuring costs discussed above and the related accruals is as follows:
| Employee Termination | Consulting Services | Total | |||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance at February 28, 2025 | $ | 46.9 | $ | 2.8 | $ | 49.7 | |||||||||||||||||
| Restructuring costs | — | 13.3 | 13.3 | ||||||||||||||||||||
| Cash payments | (3.3) | (10.6) | (13.9) | ||||||||||||||||||||
| Balance at May 31, 2025 (1) | $ | 43.6 | $ | 5.5 | $ | 49.1 |
(1)The total accrual was recorded in accrued restructuring within other accrued expenses and liabilities in our consolidated balance sheets.
4. 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, 2025 | February 28, 2025 | ||||||||||
| (in millions) | |||||||||||
| Raw materials and supplies | $ | 238.3 | $ | 230.2 | |||||||
| In-process inventories | 504.8 | 540.9 | |||||||||
| Finished case goods | 668.8 | 666.1 | |||||||||
| $ | 1,411.9 | $ | 1,437.2 |
The inventories balance at May 31, 2025, and February 28, 2025, excludes amounts reclassified to assets held for sale.
5. 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 2025 Annual Report and have not changed significantly for the three months ended May 31, 2025.
The aggregate notional value of outstanding derivative instruments is as follows:
| May 31, 2025 | February 28, 2025 | ||||||||||
| (in millions) | |||||||||||
| Derivative instruments designated as hedging instruments | |||||||||||
| Foreign currency contracts | $ | 2,879.8 | $ | 2,843.6 | |||||||
| Pre-issuance hedge contracts | $ | — | $ | 275.0 | |||||||
| Net investment hedge contracts | $ | 145.5 | $ | — | |||||||
| Derivative instruments not designated as hedging instruments | |||||||||||
| Foreign currency contracts | $ | 395.7 | $ | 378.2 | |||||||
| Commodity derivative contracts | $ | 327.6 | $ | 322.1 | |||||||
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 8 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
Net investment hedge contracts
In April 2025, we entered into cross-currency swaps to hedge portions of our net investment in certain of our non-U.S. operations against fluctuations in foreign currency exchange rates. These cross-currency swaps are designated as net investment hedges and mature between April 2028 and April 2029. The changes in the fair value of these swaps are recognized as a component of other comprehensive income (loss) and reported in accumulated other comprehensive income (loss) in our consolidated balance sheets. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold, liquidated, or substantially liquidated. We assess the effectiveness of our cross-currency swaps using the spot method. Under this method, the periodic interest settlements are recorded directly in earnings through interest expense, net. Accordingly, we recorded interest income of $0.3 million during the three months ended May 31, 2025.
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, 2025, the estimated fair value of derivative instruments in a net liability position due to counterparties was $0.3 million. If we were required to settle the net liability position under these derivative instruments on May 31, 2025, 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 6):
| Assets | Liabilities | |||||||||||||||||||||||||
| May 31, 2025 | February 28, 2025 | May 31, 2025 | February 28, 2025 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Derivative instruments designated as hedging instruments | ||||||||||||||||||||||||||
| Foreign currency contracts: | ||||||||||||||||||||||||||
| Prepaid expenses and other | $ | 90.7 | $ | 56.2 | Other accrued expenses and liabilities | $ | 14.6 | $ | 36.9 | |||||||||||||||||
| Other assets | $ | 82.5 | $ | 39.3 | Deferred income taxes and other liabilities | $ | 6.7 | $ | 38.6 | |||||||||||||||||
| Pre-issuance hedge contracts: | ||||||||||||||||||||||||||
| Prepaid expenses and other | $ | — | $ | 2.2 | Other accrued expenses and liabilities | $ | — | $ | — | |||||||||||||||||
| Net investment hedge contracts: | ||||||||||||||||||||||||||
| Other assets | $ | — | $ | — | Deferred income taxes and other liabilities | $ | 3.0 | $ | — | |||||||||||||||||
| Derivative instruments not designated as hedging instruments | ||||||||||||||||||||||||||
| Foreign currency contracts: | ||||||||||||||||||||||||||
| Prepaid expenses and other | $ | 1.8 | $ | 1.5 | Other accrued expenses and liabilities | $ | 1.2 | $ | 0.9 |
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 9 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
| Assets | Liabilities | |||||||||||||||||||||||||
| May 31, 2025 | February 28, 2025 | May 31, 2025 | February 28, 2025 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Commodity derivative contracts: | ||||||||||||||||||||||||||
| Prepaid expenses and other | $ | 2.8 | $ | 7.3 | Other accrued expenses and liabilities | $ | 15.2 | $ | 8.8 | |||||||||||||||||
| Other assets | $ | 1.6 | $ | 2.3 | Deferred income taxes and other liabilities | $ | 7.1 | $ | 4.0 | |||||||||||||||||
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 Designated Cash Flow Hedging Relationships | Net Gain (Loss) Recognized in OCI | Location of Net Gain (Loss) Reclassified from AOCI to Income (Loss) | Net Gain (Loss) Reclassified from AOCI to Income (Loss) | |||||||||||||||||
| (in millions) | ||||||||||||||||||||
| For the Three Months Ended May 31, 2025 | ||||||||||||||||||||
| Foreign currency contracts | $ | 123.6 | Sales | $ | 0.3 | |||||||||||||||
| Cost of product sold | 5.2 | |||||||||||||||||||
| Selling, general, and administrative expenses | 0.2 | |||||||||||||||||||
| Pre-issuance hedge contracts | (3.4) | Interest expense, net | — | |||||||||||||||||
| $ | 120.2 | $ | 5.7 | |||||||||||||||||
| For the Three Months Ended May 31, 2024 | ||||||||||||||||||||
| Foreign currency contracts | $ | 26.1 | Sales | $ | 0.1 | |||||||||||||||
| Cost of product sold | 39.1 | |||||||||||||||||||
| $ | 26.1 | $ | 39.2 | |||||||||||||||||
We expect $66.3 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 Designated as Hedging Instruments | Location of Net Gain (Loss) Recognized in Income (Loss) | Net Gain (Loss) Recognized in Income (Loss) | ||||||||||||
| (in millions) | ||||||||||||||
| For the Three Months Ended May 31, 2025 | ||||||||||||||
| Commodity derivative contracts | Cost of product sold | $ | (17.7) | |||||||||||
| Foreign currency contracts | Selling, general, and administrative expenses | 5.0 | ||||||||||||
| $ | (12.7) | |||||||||||||
| For the Three Months Ended May 31, 2024 | ||||||||||||||
| Commodity derivative contracts | Cost of product sold | $ | 14.6 | |||||||||||
| Foreign currency contracts | Selling, general, and administrative expenses | 4.0 | ||||||||||||
| $ | 18.6 | |||||||||||||
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 10 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
6. 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:
Derivative instruments
Our derivative instruments consist of foreign currency forward and option contracts, commodity swap contracts, cross-currency swap contracts, interest rate swap contracts, 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).
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 fair value of our 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). As of May 31, 2025, the carrying amount of long-term debt, including the current portion, was $11,189.5 million, compared with an estimated fair value of $10,440.2 million. As of February 28, 2025, the carrying amount of long-term debt, including the current portion, was $10,691.0 million, compared with an estimated fair value of $9,999.0 million.
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, 2025, and February 28, 2025, due to the relatively short maturity of these instruments.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 11 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
Recurring basis measurements
The following table presents our financial assets and liabilities measured at estimated fair value on a recurring basis:
| Fair Value Measurements Using | |||||||||||||||||||||||
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| May 31, 2025 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Foreign currency contracts | $ | — | $ | 175.0 | $ | — | $ | 175.0 | |||||||||||||||
| Commodity derivative contracts | $ | — | $ | 4.4 | $ | — | $ | 4.4 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Foreign currency contracts | $ | — | $ | 22.5 | $ | — | $ | 22.5 | |||||||||||||||
| Commodity derivative contracts | $ | — | $ | 22.3 | $ | — | $ | 22.3 | |||||||||||||||
| Net investment hedge contracts | $ | — | $ | 3.0 | $ | — | $ | 3.0 | |||||||||||||||
| February 28, 2025 | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Foreign currency contracts | $ | — | $ | 97.0 | $ | — | $ | 97.0 | |||||||||||||||
| Commodity derivative contracts | $ | — | $ | 9.6 | $ | — | $ | 9.6 | |||||||||||||||
| Pre-issuance hedge contracts | $ | — | $ | 2.2 | $ | — | $ | 2.2 | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Foreign currency contracts | $ | — | $ | 76.4 | $ | — | $ | 76.4 | |||||||||||||||
| Commodity derivative contracts | $ | — | $ | 12.8 | $ | — | $ | 12.8 | |||||||||||||||
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 period presented:
| Fair Value Measurements Using | ||||||||||||||||||||||||||||||||
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Losses | |||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| For the Three Months Ended May 31, 2025 | ||||||||||||||||||||||||||||||||
| Assets held for sale and related net assets | $ | — | $ | 897.7 | $ | — | $ | 52.1 | ||||||||||||||||||||||||
Assets held for sale and related net assets
For the three months ended May 31, 2025, largely in connection with the 2025 Wine Divestitures, assets held for sale and related net assets were adjusted to their current estimated fair value of $897.7 million, less costs to sell, resulting in a $52.1 million net loss. This net loss was included in assets held for sale impairment and related expenses within our consolidated results for the three months ended May 31, 2025. Our estimated fair value of the assets held for sale was largely based on the expected proceeds from the 2025 Wine Divestitures as of May 31, 2025.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 12 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
7. GOODWILL
The changes in the carrying amount of goodwill are as follows:
| Beer | Wine and Spirits | Consolidated | |||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Balance at February 29, 2024 | $ | 5,238.2 | $ | 2,742.1 | $ | 7,980.3 | |||||||||||||||||||||||
| Purchase accounting allocations (1) | — | 71.2 | 71.2 | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | (111.4) | 0.6 | (110.8) | ||||||||||||||||||||||||||
| Goodwill impairment (2) | — | (2,740.7) | (2,740.7) | ||||||||||||||||||||||||||
| SVEDKA Divestiture (3) | — | (73.2) | (73.2) | ||||||||||||||||||||||||||
| Balance at February 28, 2025 | 5,126.8 | — | 5,126.8 | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | 30.0 | — | 30.0 | ||||||||||||||||||||||||||
| Balance at May 31, 2025 | $ | 5,156.8 | $ | — | $ | 5,156.8 |
(1)Purchase accounting allocations associated with the Sea Smoke acquisition.
(2)In connection with continued negative trends within our Wine and Spirits business primarily attributable to our U.S. wholesale market, driven by declines in both the overall wine market and in our mainstream and premium wine brands, management updated its Fiscal 2025 outlook and financial projections for this reporting unit. Based on the aforementioned factors, we performed quantitative assessments that led to goodwill impairments which resulted in the carrying value being written down to zero.
(3)Amount was based on the relative fair value of the portion of the business sold and the remaining wine and spirits portfolio. The relative fair values were determined using the transaction price and the income approach based on assumptions, including projected revenue growth, terminal growth, and discount rates and other projected financial information.
8. INTANGIBLE ASSETS
The major components of intangible assets are as follows:
| May 31, 2025 | February 28, 2025 | ||||||||||||||||||||||
| Gross Carrying Amount | Net Carrying Amount | Gross Carrying Amount | Net Carrying Amount | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Amortizable intangible assets | |||||||||||||||||||||||
| Customer relationships | $ | 85.3 | $ | 14.5 | $ | 85.3 | $ | 14.9 | |||||||||||||||
| Other | 20.8 | 0.3 | 20.7 | 0.3 | |||||||||||||||||||
| Total | $ | 106.1 | 14.8 | $ | 106.0 | 15.2 | |||||||||||||||||
| Nonamortizable intangible assets | |||||||||||||||||||||||
| Trademarks (1) (2) | 2,518.7 | 2,517.1 | |||||||||||||||||||||
| Total intangible assets | $ | 2,533.5 | $ | 2,532.3 |
(1)The balance at May 31, 2025, and February 28, 2025, was impacted by assets reclassified to held for sale.
(2)The balance at February 28, 2025, was impacted by a wine asset impairment.
We did not incur costs to renew or extend the term of acquired intangible assets for the three months ended May 31, 2025, and May 31, 2024. Net carrying amount represents the gross carrying value net of accumulated amortization.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 13 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
9. OTHER ASSETS
The major components of other assets are as follows:
| May 31, 2025 | February 28, 2025 | ||||||||||
| (in millions) | |||||||||||
| Operating lease right-of-use asset | $ | 569.8 | $ | 545.7 | |||||||
| Income taxes receivable | 142.1 | 135.5 | |||||||||
| Equity method investments | 121.6 | 124.5 | |||||||||
| Derivative assets | 84.1 | 41.6 | |||||||||
| Other investments in debt and equity securities | 67.7 | 60.3 | |||||||||
| Exchangeable Shares | 21.2 | 21.2 | |||||||||
| Other | 149.6 | 132.9 | |||||||||
| $ | 1,156.1 | $ | 1,061.7 |
The other assets balance at May 31, 2025, excludes an amount reclassified to assets held for sale.
Equity method investments
We acquired several investments which are being accounted for under the equity method, largely in connection with prior Wine and Spirits segment acquisitions. The primary investment consists of Opus One Winery, a 50% owned joint venture arrangement.
Other investments in debt and equity securities
We have multiple investments through our corporate venture capital function in debt and equity securities. As of February 28, 2025, we evaluated certain investments, primarily driven by business underperformance and solvency concerns, and concluded they should be written down to zero.
Exchangeable Shares
Following the April 2024 conversion of our Canopy common shares and exchange a portion of the principal amount of a promissory note issued to us by Canopy, we (i) have 26.3 million Exchangeable Shares and (ii) recognized an $83.3 million net gain in income (loss) from unconsolidated investments within our consolidated results for the three months ended May 31, 2024. The fair value of Exchangeable Shares on the date of the conversion and exchange was estimated using a valuation model based primarily on the following inputs: (i) Canopy’s common share price, (ii) the expected volatility of Canopy’s common shares, and (iii) the probability and timing of U.S. federal legalization of recreational cannabis. As the Exchangeable Shares are an equity security without a readily determinable fair value, we elected to account for the Exchangeable Shares under the measurement alternative method. As of February 28, 2025, we evaluated the Exchangeable Shares for impairment primarily due to the continued decline in Canopy’s common share price. We concluded that an impairment did exist, and accordingly, the Exchangeable Shares were written down to their estimated fair value of $21.2 million. The estimated fair value was determined using the same valuation model as of the date of conversion and exchange as noted above. Future impairments, if any, will also be reported in income (loss) from unconsolidated investments within our consolidated results.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 14 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
10. BORROWINGS
Borrowings consist of the following:
| May 31, 2025 | February 28, 2025 | ||||||||||||||||||||||
| Current | Long-term | Total | Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Short-term borrowings | |||||||||||||||||||||||
| Commercial paper | $ | 377.5 | $ | 806.7 | |||||||||||||||||||
| $ | 377.5 | $ | 806.7 | ||||||||||||||||||||
| Long-term debt | |||||||||||||||||||||||
| Senior notes | $ | 1,398.6 | $ | 9,782.8 | $ | 11,181.4 | $ | 10,682.3 | |||||||||||||||
| Other | 4.4 | 3.7 | 8.1 | 8.7 | |||||||||||||||||||
| $ | 1,403.0 | $ | 9,786.5 | $ | 11,189.5 | $ | 10,691.0 |
BANK FACILITIES
2025 Credit Agreement
In April 2025, the Company, CB International, the Administrative Agent, and certain other lenders entered into the 2025 Restatement Agreement that amended and restated our then-existing credit facility (as amended and restated by the 2025 Restatement Agreement, the 2025 Credit Agreement). The principal changes effected by the 2025 Restatement Agreement were (i) refinancing the existing $2.25 billion revolving credit facility, (ii) extending its maturity to April 28, 2030, and (iii) refining certain negative covenants.
2025 Term Credit Agreement
In May 2025, the Company, the Administrative Agent, and certain other lenders entered into the 2025 Term Credit Agreement. The 2025 Term Credit Agreement provides for a six-month delayed draw $500.0 million term loan facility, available in up to two draws. The balance is due and payable two years after the initial funding date, if any, occurs. The proceeds, if drawn, from the 2025 Term Credit Agreement are intended to be used for general corporate purposes, including the repayment of debt.
Information with respect to borrowings under our bank facilities is as follows:
| Outstanding borrowings | Interest rate | SOFR margin | Outstanding letters of credit | Remaining borrowing capacity | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| May 31, 2025 | |||||||||||||||||||||||||||||
| Revolving credit facility (1) (2) (3) | $ | — | — | % | — | % | $ | 11.3 | $ | 1,861.1 | |||||||||||||||||||
| February 28, 2025 | |||||||||||||||||||||||||||||
| Revolving credit facility (2) (3) (4) | $ | — | — | % | — | % | $ | 11.3 | $ | 1,430.7 |
(1)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under the 2025 Credit Agreement, and outstanding borrowings under our commercial paper program of $377.6 million (excluding unamortized discount) (see “Commercial paper program” below).
(2)Contractual interest rate varies based on our debt rating (as defined in the 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.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 15 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
(3)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.
(4)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under our then-existing senior credit facility, and outstanding borrowings under our commercial paper program of $808.0 million (excluding unamortized discount) (see “Commercial paper program” below).
We and our subsidiaries are subject to covenants that are contained in the 2025 Credit Agreement and the 2025 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 2025 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility. Information with respect to our outstanding commercial paper borrowings is as follows:
| May 31, 2025 | February 28, 2025 | ||||||||||
| (in millions) | |||||||||||
| Outstanding borrowings (1) | $ | 377.5 | $ | 806.7 | |||||||
| Weighted average annual interest rate | 4.6 | % | 4.7 | % | |||||||
| Weighted average remaining term | 3 days | 13 days |
(1)Outstanding commercial paper borrowings are net of unamortized discount.
Senior notes
In May 2025, we issued $500.0 million aggregate principal amount of 4.80% senior notes due May 2030. Proceeds from this offering, net of discount and debt issuance costs, were $496.0 million. Interest on the 4.80% May 2025 Senior Notes is payable semiannually on May 1 and November 1 of each year, beginning November 1, 2025. The 4.80% May 2025 Senior Notes are redeemable, in whole or in part, at our option at any time prior to April 1, 2030, 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 20 basis points. On or after April 1, 2030, we may redeem the 4.80% May 2025 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 4.80% May 2025 Senior Notes are senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 16 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
Debt payments
As of May 31, 2025, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $47.8 million and $20.8 million, respectively) for the remaining nine months of Fiscal 2026 and for each of the five succeeding fiscal years and thereafter are as follows:
| (in millions) | |||||
| Fiscal 2026 | $ | 1,403.3 | |||
| Fiscal 2027 | 603.3 | ||||
| Fiscal 2028 | 1,801.3 | ||||
| Fiscal 2029 | 900.1 | ||||
| Fiscal 2030 | 800.0 | ||||
| Fiscal 2031 | 1,100.0 | ||||
| Thereafter | 4,650.1 | ||||
| $ | 11,258.1 |
SUBSEQUENT EVENT
Senior notes
On July 2, 2025, we repaid in full $400.0 million aggregate principal amount of 4.75% December 2015 Senior Notes, using proceeds from the 2025 Wine Divestitures and cash on hand. On June 12, 2025, we repaid in full $500.0 million aggregate principal amount of 5.00% February 2023 Senior Notes, using proceeds from the 2025 Wine Divestitures. Each of these notes were redeemed prior to maturity at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest.
11. INCOME TAXES
Our effective tax rate for the three months ended May 31, 2025, and May 31, 2024, was 14.3% and 3.0%, respectively.
For the three months ended May 31, 2025, our effective tax rate was lower than the federal statutory rate of 21% largely due to (i) the benefit of lower effective tax rates applicable to our foreign businesses and (ii) a net income tax benefit recognized as a result of the resolution of various tax examinations and assessments related to prior periods.
For the three months ended May 31, 2024, our effective tax rate was lower than the federal statutory rate of 21% primarily due to (i) a net income tax benefit recognized as a result of the resolution of various tax examinations and assessments related to prior periods, (ii) the benefit of lower effective tax rates applicable to our foreign businesses, and (iii) a decrease in the valuation allowance related to our investment in Canopy.
The OECD introduced a framework under Pillar Two which includes a 15% global minimum tax rate. Many jurisdictions in which we do business have started to enact laws implementing Pillar Two. We are monitoring these developments and currently do not believe these rules will have a material impact on our financial condition and/or consolidated results.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 17 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
12. STOCKHOLDERS’ EQUITY
Common stock
The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:
| Class A Stock | Class 1 Stock | Class A Stock in Treasury | |||||||||||||||
| Balance at February 28, 2025 | 212,698,298 | 27,037 | 34,505,141 | ||||||||||||||
| Share repurchases | — | — | 1,634,718 | ||||||||||||||
| Exercise of stock options | — | 130 | (38,775) | ||||||||||||||
| Vesting of restricted stock units (1) | — | — | (98,959) | ||||||||||||||
| Balance at May 31, 2025 | 212,698,298 | 27,167 | 36,002,125 | ||||||||||||||
| Balance at February 29, 2024 | 212,698,298 | 23,661 | 29,809,881 | ||||||||||||||
| Share repurchases | — | — | 775,334 | ||||||||||||||
| Exercise of stock options | — | 1,880 | (149,324) | ||||||||||||||
| Vesting of restricted stock units (1) | — | — | (85,650) | ||||||||||||||
| Vesting of performance share units (1) | — | — | (8,757) | ||||||||||||||
| Balance at May 31, 2024 | 212,698,298 | 25,541 | 30,341,484 | ||||||||||||||
(1)Net of the following shares withheld to satisfy tax withholding requirements:
| For the Three Months Ended May 31, | |||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||
| Restricted Stock Units | 50,720 | ||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||
| Restricted Stock Units | 48,501 | ||||||||||||||||||||||||||||
| Performance Share Units | 5,728 |
Stock repurchases
In April 2025, our Board of Directors authorized the repurchase of up to $4.0 billion of our publicly traded common stock under the 2025 Authorization, which expires in February 2028. Shares repurchased under this authorization become treasury shares. For the three months ended May 31, 2025, we repurchased 1,634,718 shares of Class A Stock pursuant to the 2025 Authorization through open market transactions at an aggregate cost of $306.1 million. Subsequent to May 31, 2025, we repurchased 431,578 shares of Class A Stock pursuant to the 2025 Authorization at an aggregate cost of $75.0 million through open market transactions made pursuant to a Rule 10b5-1 trading plan. As of July 2, 2025, total shares repurchased under our board authorization is as follows:
| Class A Stock | |||||||||||||||||
| Repurchase Authorization | Dollar Value of Shares Repurchased | Number of Shares Repurchased | |||||||||||||||
| (in millions, except share data) | |||||||||||||||||
| 2025 Authorization (1) | $ | 4,000.0 | $ | 381.1 | 2,066,296 |
(1)As of July 2, 2025, $3,618.9 million remains available for future share repurchases, excluding the impact of Federal excise tax owed pursuant to the IRA.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 18 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
13. NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CBI
Net income (loss) per common share attributable to CBI (hereafter referred to as “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. 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, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Net income (loss) attributable to CBI | $ | 516.1 | $ | 877.0 | |||||||||||||||||||
| Weighted average common shares outstanding – basic | 177.801 | 182.766 | |||||||||||||||||||||
| Stock-based awards, primarily stock options | 0.190 | 0.695 | |||||||||||||||||||||
| Weighted average common shares outstanding – diluted | 177.991 | 183.461 | |||||||||||||||||||||
| Net income (loss) per common share attributable to CBI – basic | $ | 2.90 | $ | 4.80 | |||||||||||||||||||
| Net income (loss) per common share attributable to CBI – diluted | $ | 2.90 | $ | 4.78 |
14. 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, including cash flow and net investment hedges, 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 Amount | Tax (Expense) Benefit | Net of Tax Amount | |||||||||||||||
| (in millions) | |||||||||||||||||
| For the Three Months Ended May 31, 2025 | |||||||||||||||||
| Net income (loss) attributable to CBI | $ | 516.1 | |||||||||||||||
| Other comprehensive income (loss) attributable to CBI: | |||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||
| Net gain (loss) | $ | 243.5 | $ | — | 243.5 | ||||||||||||
| Amounts reclassified | — | — | — | ||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | 243.5 | — | 243.5 | ||||||||||||||
| Unrealized gain (loss) on cash flow hedges: | |||||||||||||||||
| Net cash flow hedge gain (loss) | 130.6 | (16.1) | 114.5 | ||||||||||||||
| Amounts reclassified | (5.7) | 0.5 | (5.2) | ||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | 124.9 | (15.6) | 109.3 | ||||||||||||||
| Unrealized gain (loss) on net investment hedges: | |||||||||||||||||
| Net investment hedge gain (loss) | (3.0) | 0.7 | (2.3) | ||||||||||||||
| Reclassification adjustments | — | — | — | ||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | (3.0) | 0.7 | (2.3) | ||||||||||||||
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 19 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
| Before Tax Amount | Tax (Expense) Benefit | Net of Tax Amount | |||||||||||||||
| (in millions) | |||||||||||||||||
| Share of OCI of equity method investments: | |||||||||||||||||
| Net gain (loss) | — | — | — | ||||||||||||||
| Amounts reclassified | 0.3 | (0.1) | 0.2 | ||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | 0.3 | (0.1) | 0.2 | ||||||||||||||
| Other comprehensive income (loss) attributable to CBI | $ | 365.7 | $ | (15.0) | 350.7 | ||||||||||||
| Comprehensive income (loss) attributable to CBI | $ | 866.8 | |||||||||||||||
| For the Three Months Ended May 31, 2024 | |||||||||||||||||
| Net income (loss) attributable to CBI | $ | 877.0 | |||||||||||||||
| Other comprehensive income (loss) attributable to CBI: | |||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||
| Net gain (loss) | $ | 13.5 | $ | — | 13.5 | ||||||||||||
| Amounts reclassified | — | — | — | ||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | 13.5 | — | 13.5 | ||||||||||||||
| Unrealized gain (loss) on cash flow hedges: | |||||||||||||||||
| Net cash flow hedge gain (loss) | 28.2 | (3.3) | 24.9 | ||||||||||||||
| Amounts reclassified | (42.1) | 5.0 | (37.1) | ||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | (13.9) | 1.7 | (12.2) | ||||||||||||||
| Share of OCI of equity method investments: | |||||||||||||||||
| Net gain (loss) | — | — | — | ||||||||||||||
| Amounts reclassified | (10.3) | — | (10.3) | ||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | (10.3) | — | (10.3) | ||||||||||||||
| Other comprehensive income (loss) attributable to CBI | $ | (10.7) | $ | 1.7 | (9.0) | ||||||||||||
| Comprehensive income (loss) attributable to CBI | $ | 868.0 | |||||||||||||||
Accumulated other comprehensive income (loss), net of income tax effect, includes the following components:
| Foreign Currency Translation Adjustments | Unrealized Net Gain (Loss) on Derivative Instruments | Pension/ Postretirement Adjustments | Share of OCI of Equity Method Investments | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Balance at February 28, 2025 | $ | (683.8) | $ | 21.8 | $ | (0.4) | $ | (0.3) | $ | (662.7) | |||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification adjustments | 243.5 | 112.2 | — | — | 355.7 | ||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | — | (5.2) | — | 0.2 | (5.0) | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 243.5 | 107.0 | — | 0.2 | 350.7 | ||||||||||||||||||||||||||||||
| Balance at May 31, 2025 | $ | (440.3) | $ | 128.8 | $ | (0.4) | $ | (0.1) | $ | (312.0) |
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 20 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
15. BUSINESS SEGMENT INFORMATION
Our 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 produce our Mexican beer portfolio and to import, market, and sell such portfolio in the U.S. In the Wine and Spirits segment, we sell a portfolio comprised of exclusively higher-end wine and spirits brands. Amounts included in the Corporate Operations and Other segment consist of costs of corporate communications, corporate development, corporate finance, corporate strategy and growth, executive management, human resources, internal audit, investor relations, IT, legal, and public affairs, as well as our investments such as those 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. Our CODM is our President and Chief Executive Officer. 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. Our CODM utilizes segment comparable operating income (loss) performance in deciding how to deploy capital in line with disciplined and balanced priorities. These priorities largely include investing in our people and our brands, making capital investments and strategic acquisitions, providing a cash dividend program, and from time-time time, repurchasing shares of our common stock. Our CODM also monitors budgeted versus actual results in assessing segment operating performance and understanding underlying business trends.
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, collectively referred to as comparable operating income (loss). We evaluate segment operating performance based on comparable operating income (loss) of the respective business units.
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 2025 Annual Report. Segment information is as follows:
| Beer | Wine and Spirits | Corporate Operations and Other | Consolidated | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| For the Three Months Ended May 31, 2025 | |||||||||||||||||||||||
| Net sales | $ | 2,234.5 | $ | 280.5 | $ | — | $ | 2,515.0 | |||||||||||||||
| Cost of product sold (1) | (1,047.5) | (184.4) | — | ||||||||||||||||||||
| Marketing | (200.5) | (34.9) | — | ||||||||||||||||||||
| % Net sales | 9.0 | % | 12.4 | % | |||||||||||||||||||
| General and administrative expenses (1) | (113.1) | (67.2) | (57.5) | ||||||||||||||||||||
| Comparable operating income (loss) (1) | 873.4 | (6.0) | (57.5) | 809.9 | |||||||||||||||||||
| Operating margin | 39.1 | % | (2.1) | % | |||||||||||||||||||
| Comparable adjustments (2) | (96.1) | ||||||||||||||||||||||
| Operating income (loss) | 713.8 | ||||||||||||||||||||||
| Income (loss) from unconsolidated investments (3) | (3.5) | ||||||||||||||||||||||
| Interest expense, net (4) | (98.9) | ||||||||||||||||||||||
| Income (loss) before income taxes | $ | 611.4 | |||||||||||||||||||||
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 21 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
| Beer | Wine and Spirits | Corporate Operations and Other | Consolidated | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Capital expenditures | $ | 173.2 | $ | 18.0 | $ | 1.6 | $ | 192.8 | |||||||||||||||
| Depreciation and amortization | $ | 76.8 | $ | 22.2 | $ | 6.5 | $ | 105.5 | |||||||||||||||
| % Net sales | 3.4 | % | 7.9 | % | |||||||||||||||||||
| For the Three Months Ended May 31, 2024 | |||||||||||||||||||||||
| Net sales | $ | 2,272.8 | $ | 389.0 | $ | — | $ | 2,661.8 | |||||||||||||||
| Cost of product sold (1) | (1,059.7) | (220.3) | — | ||||||||||||||||||||
| Marketing | (190.3) | (40.9) | — | ||||||||||||||||||||
| % Net sales | 8.4 | % | 10.5 | % | |||||||||||||||||||
| General and administrative expenses (1) | (99.8) | (68.1) | (58.7) | ||||||||||||||||||||
| Comparable operating income (loss) (1) | 923.0 | 59.7 | (58.7) | 924.0 | |||||||||||||||||||
| Operating margin | 40.6 | % | 15.3 | % | |||||||||||||||||||
| Comparable adjustments (2) | 17.6 | ||||||||||||||||||||||
| Operating income (loss) | 941.6 | ||||||||||||||||||||||
| Income (loss) from unconsolidated investments (3) | 82.0 | ||||||||||||||||||||||
| Interest expense, net (4) | (102.8) | ||||||||||||||||||||||
| Income (loss) before income taxes | $ | 920.8 | |||||||||||||||||||||
| Capital expenditures | $ | 314.4 | $ | 49.6 | $ | 11.3 | $ | 375.3 | |||||||||||||||
| Depreciation and amortization | $ | 86.4 | $ | 21.3 | $ | 4.2 | $ | 111.9 | |||||||||||||||
| % Net sales | 3.8 | % | 5.5 | % | |||||||||||||||||||
(1)Amounts are determined and presented on a non-GAAP basis and are intended to reflect our core operations.
(2)Comparable Adjustments that impacted comparability in our segment operating income (loss) for each period are as follows:
| For the Three Months Ended May 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Cost of product sold | |||||||||||||||||||||||
| Net gain (loss) on undesignated commodity derivative contracts | $ | (17.7) | $ | 14.6 | |||||||||||||||||||
| Flow through of inventory step-up | (0.9) | (1.1) | |||||||||||||||||||||
| Strategic business development costs | (0.4) | — | |||||||||||||||||||||
| Settlements of undesignated commodity derivative contracts | 2.5 | 8.5 | |||||||||||||||||||||
| Comparable Adjustments, Cost of product sold | (16.5) | 22.0 | |||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| 2025 Restructuring Initiative | (13.3) | — | |||||||||||||||||||||
| Transition services agreements activity | (5.5) | (2.8) | |||||||||||||||||||||
| Strategic business reconfiguration costs | (5.2) | (1.8) | |||||||||||||||||||||
| Transaction, integration, and other acquisition-related costs | (2.1) | (0.2) | |||||||||||||||||||||
| Other gains (losses) (i) | (1.4) | 0.4 | |||||||||||||||||||||
| Comparable Adjustments, selling, general, and administrative expenses | (27.5) | (4.4) | |||||||||||||||||||||
| Assets held for sale impairment and related expenses | (52.1) | — | |||||||||||||||||||||
| Comparable Adjustments, Operating income (loss) | $ | (96.1) | $ | 17.6 |
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 22 |
| FINANCIAL STATEMENTS | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Table of Contents |
| (i) | Primarily includes the following: | |||||||||||||||||||||||||
| For the Three Months Ended May 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Gain (loss) on sale of business | $ | (1.4) | $ | — | ||||||||||||||||||||||
| (3) | Income (loss) from unconsolidated investments consists of: | ||||||||||||||||||||||||||||||||||||||||
| For the Three Months Ended May 31, | |||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
| Equity in earnings (losses) from equity method investees and related activities | $ | (3.5) | $ | (1.3) | |||||||||||||||||||||||||||||||||||||
| Net gain in connection with Exchangeable Shares | — | 83.3 | |||||||||||||||||||||||||||||||||||||||
| $ | (3.5) | $ | 82.0 | ||||||||||||||||||||||||||||||||||||||
| (4) | Interest expense, net consists of: | ||||||||||||||||||||||||||||||||||||||||
| For the Three Months Ended May 31, | |||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | (100.6) | $ | (104.8) | |||||||||||||||||||||||||||||||||||||
| Interest income | 1.7 | 2.0 | |||||||||||||||||||||||||||||||||||||||
| $ | (98.9) | $ | (102.8) |
16. ACCOUNTING GUIDANCE NOT YET ADOPTED
Income taxes
In December 2023, the FASB issued a standard to enhance the transparency and decision usefulness of income tax disclosures. This standard requires public companies to disclose (i) specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, (ii) the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by material individual jurisdictions, and (iii) income from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign. We are required to adopt these disclosures for our annual period ending February 28, 2026, with early adoption permitted and this standard may be applied retrospectively. We expect this standard to impact our disclosures with no material impacts to our results of operations, cash flows, or financial condition.
Disaggregation of income statement expenses
In November 2024, the FASB issued a standard requiring disaggregated information about certain income statement expense line items to be disclosed on an annual and interim basis. We are required to adopt these disclosures for our annual period ending February 29, 2028, with early adoption permitted and this standard may be applied retrospectively. We expect this standard to impact our disclosures with no material impacts to our results of operations, cash flows, or financial condition.
| Constellation Brands, Inc. Q1 FY 2026 Form 10-Q | #WORTHREACHINGFOR I 23 |
| MD&A | Table of Contents |
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