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美国

证券交易委员会

华盛顿特区 20549

表 10-Q

(选择一项)


☒	根据《1934 年证券交易法》第 13 或 15(D) 条提交的季度报告

截至 2026 年 8 月 31 日的季度

或


☐	根据《1934 年证券交易法》第 13 或 15(D) 条提交的过渡报告

从_____________到_____________的过渡期

委员会文件编号：001-08495

$\"logo.jpg\"$

恒星品牌公司

（注册人章程中指定的准确名称）


特拉华州	16-0716709
（成立或组织的州或其他司法管辖区）	（I.R.S. 雇主识别号）

纽约州罗切斯特市东布罗德街 50 号 14614

（主要执行办公室地址）（邮政编码）

(585) 678-7100

（注册人的电话号码，包括区号）

不适用

（如自上次报告以来名称、地址或财政年度有所更改，请注明）

根据《法案》第 12(b) 条注册的证券：


每类证券的名称	交易符号	每种证券的注册交易所名称
A 类普通股	STZ	纽约证券交易所

通过勾选方框表明注册人（1）是否已提交根据《证券交易法》第 13 或 15(d) 条在前 12 个月内（或注册人需提交此类报告的较短期间）要求提交的所有报告，以及（2）是否在过去 90 天内受到此类提交要求的约束。 ☒ 是 ☐ 否

通过勾选方框表明注册人是否已根据 Regulation S-T 第 405 条（本章第 232.405 条）提交了在前 12 个月内（或注册人需提交此类文件的较短期间）要求提交的每个交互式数据文件。 ☒ 是 ☐ 否

通过勾选方框表明注册人是大型加速提交者、加速提交者、非加速提交者、较小报告公司或新兴成长公司。请参见《交易所法》第 12b-2 条中对“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长公司”的定义。


大型加速提交者	☒	加速提交者	☐
非加速提交者	☐	较小的报告公司	☐
		新兴成长公司	☐

如果是一家新兴成长公司，请通过勾选方框表明注册人是否已选择不使用《交易所法》第 13(a) 条规定的任何新修订的财务会计标准的延长过渡期。 ☐

通过勾选方框表明注册人是否为壳公司（根据《交易所法》第 12b-2 条的定义）。

是 ☐ 否 ☒

截至 2026 年 9 月 30 日，A 类普通股有 169,198,487 股和 1 类普通股有 25,733 股流通在外。


		页码

定义的术语	i

第一部分 – 财务信息
项目 1. 财务报表
合并资产负债表	1
合并全面收益（亏损）表	2
合并股东权益变动表	3
合并现金流量表	5
合并财务报表附注
	1. 报告基础	7

	2. 重组	7
	3. 存货	8


	4. 衍生金融工具	8
	5. 金融工具的公允价值	11
	6. 商誉	14
	7. 无形资产	15



	8. 借款	15
	9. 所得税	17


	10. 股东权益	19
	11. 归属于CBI的每股净收益（亏损）	20
	12. 归属于CBI的全面收益（亏损）	21
	13. 业务分部信息	24
	14. 尚未采用的会计指引	27

项目 2. 管理层讨论与分析财务状况和经营成果	28
项目 3. 关于市场风险的定量和定性披露	49
项目 4. 控制与程序	50

第二部分 – 其他信息
项目 1. 法律诉讼	51

项目 2. 未注册的股权证券销售和资金使用	52
项目 5. 其他信息	52
项目 6. 附件	52

签名	56

本10-Q表格包含根据《证券法》第27A条和《交易法》第21E条定义的“前瞻性声明”。这些前瞻性声明受多种风险和不确定性的约束，其中许多是我们无法控制的，可能导致实际结果与这些前瞻性声明中陈述或暗示的结果有重大差异。有关这些前瞻性声明、风险和不确定性的进一步信息，请参阅“关于前瞻性声明的信息”部分。

本10-Q表格中讨论的市场地位和行业数据是截至2026年8月31日的52周的数据。

定义的术语

除非上下文另有要求，否则“公司”、“CBI”、“我们”、“我们的”或“我们”指的是Constellation Brands, Inc.及其子公司。我们在本10-Q表格和我们的附注中使用了一些特定于我们或可能是不常见或不常用的缩写术语。


术语		含义
$		美元

10b5-1交易计划		一种预先安排的交易计划，旨在满足《交易法》第10b5-1(c)条的积极抗辩条件

2025授权		授权回购最多40亿美元的公开交易普通股，于2025年4月由董事会批准

2025信贷协议		2025年4月28日签署的第十一修订和重述信贷协议，提供22.5亿美元的总循环信贷额度

2025重组计划		一项全公司范围的成本节约和重组计划，旨在帮助优化我们的业务表现，包括通过提高组织效率和优化公司各方面的支出，大部分工作将在2026财年执行，预计到2028财年将完全实现年度化成本节约

2025年葡萄酒业务剥离		出售我们部分葡萄酒和烈酒业务的商标，并在某些情况下授予独家使用权，主要围绕我们当时拥有的主流葡萄酒品牌及相关库存、酒庄、葡萄园、办公室和设施，于2025年6月2日完成

2026年年度报告		我们截至2026年2月28日财年的年度报告10-K表格

2026年定期贷款协议		于2026年9月18日签订的定期贷款信用协议，提供3亿美元无担保延期付款定期贷款额度

三级		美国分销渠道，产品售予分销商（批发商），然后由批发商售予零售商；零售商将产品售予消费者；但在控制州，州政府承担批发商和零售商的角色



2016年12月3.70%高级债券		2016年12月发行的本金金额为6亿美元的3.70%高级债券，现已全部赎回

2022年5月4.35%高级债券		2022年5月发行的本金金额为6亿美元的4.35%高级债券，现已全部赎回

2026年5月4.85%高级债券		2026年5月发行的本金总额为5亿美元的高级债券

ABA		替代性饮料酒精

代理行		美国银行，N.A.，作为我们高级信贷设施的代理行

AOCI		其他综合收益（亏损）



酿酒厂项目		纳瓦酿酒厂、奥布雷贡酿酒厂和韦拉克鲁斯酿酒厂的模块化产能增加活动

CB国际		CB国际金融S.à r.l.，我们全资拥有的子公司

CircanaTM		由消费品公司使用的行业市场研究出版物

第一类股票		我们面值为每股0.01美元的可转换普通股

第一类股票		我们面值为每股0.01美元的普通股

CODM		首席运营决策者，我们的总裁兼首席执行官


星座品牌公司，Inc. 2027财年第二季度10-Q表格	#WORTHREACHINGFOR I i


期限		含义
可比调整		某些影响可比性的项目，由于管理层在监控和评估公司核心业务结果和基本业务趋势以及内部目标设定中使用这些信息，因此已将其排除



CSR		企业社会责任

客户		批发分销商、零售商（通常不在三级体系内）、向消费者销售的州酒精饮料控制机构以及直接面向消费者购买者

消耗量		represent U.S. distributor shipments of our respective branded products to retail customers, based on third-party data

DTC		direct-to-consumer inclusive of (i) a digital commerce experience for consumers to purchase directly from brand websites with inventory coming straight from the supplier and (ii) consumer purchases at hospitality locations (tasting rooms and tap rooms) from the supplier



Exchange Act		Securities Exchange Act of 1934, as amended

FASB		Financial Accounting Standards Board

Financial Statements		our consolidated financial statements and notes thereto included herein





Fiscal 2026		the Company’s fiscal year ended February 28, 2026

Fiscal 2027		the Company’s fiscal year ending February 28, 2027

Fiscal 2028		the Company’s fiscal year ending February 29, 2028

Fiscal 2029		the Company’s fiscal year ending February 28, 2029

Fiscal 2030		the Company’s fiscal year ending February 28, 2030

Fiscal 2031		the Company’s fiscal year ending February 28, 2031

Fiscal 2032		the Company’s fiscal year ending February 29, 2032

Form 10-Q		this Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2026, unless otherwise specified

IRA		Inflation Reduction Act of 2022



IT		information technology

mainstream		wine that sells less than $11.00 per bottle at retail and sparkling wine and all other wine that sells less than $13.00 per bottle at retail, as defined by Circana™

MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part I – Item 2. of this Form 10-Q

M&T		Manufacturers and Traders Trust Company

Nava		Nava, Coahuila, Mexico

Nava Brewery		our brewery located in Nava

Net sales		gross sales less promotions, returns and allowances, and excise taxes





New Zealand Wine Divestitures		sale of eight small-scale domestic-market New Zealand mainstream wine brands and associated inventory, equipment, a winery, and vineyards in June 2026

NM		not meaningful

Non-GAAP		financial measures not calculated in accordance with U.S. GAAP, for example, comparable operating income (loss)

Note(s)		notes to the consolidated financial statements


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I ii

Table of Contents


TERM		MEANING
OB3 Act		One Big Beautiful Bill Act, signed into U.S. law on July 4, 2025

Obregón		Obregón, Sonora, Mexico

Obregón Brewery		our brewery located in Obregón

OCI		other comprehensive income (loss)

OECD		Organization for Economic Cooperation and Development

Pre-issuance hedge contracts		作为现金流量对冲工具的财政部锁定期和/或掉期锁定期合同，用于对冲未来债务发行的财政部利率波动



零售商		在店内和店外销售产品给消费者的场所

RTD		即饮

SEC		证券交易委员会

2026年第二季度		公司截至2025年8月31日的三个月

2027年第二季度		公司截至2026年8月31日的三个月

第232条		根据1962年贸易扩展法案第232条实施的关税，特别是针对铝和铝制品进口的关税

证券法		1933年证券法，经修订

2026年六个月		公司截至2025年8月31日的六个月

2027年六个月		公司截至2026年8月31日的六个月





美国		美利坚合众国

美国通用会计准则		美国通用会计准则

韦拉克鲁斯		墨西哥韦拉克鲁斯州英雄韦拉克鲁斯

韦拉克鲁斯酿酒厂		我们正在韦拉克鲁斯建设的新酿酒厂


星座品牌公司2027财年第二季度10-Q表	#WORTHREACHINGFOR I iii


财务报表	目录

第一部分 – 财务信息

项目1. 财务报表。

星座品牌公司及其子公司
合并资产负债表
（单位：百万美元，除每股数据外）
（未经审计）


	2026年8月31日		2026年2月28日
资产
流动资产：
现金及现金等价物	$	98.5			$	102.4
应收账款	678.1			658.2
存货	1,378.6			1,433.9
预付费用和其他	804.3			711.8

流动资产合计	2,959.5			2,906.3
固定资产净值（累计折旧分别为3254.7百万美元和3095.1百万美元）	8,653.2			8,520.9
商誉	5,269.3			5,233.9
无形资产	2,531.2			2,533.0


递延所得税资产	1,339.3			1,370.3

其他资产	1,311.2			1,336.1
资产总计	$	22,063.7			$	21,900.5

负债和股东权益
流动负债：
短期借款	$	116.5			$	272.0
长期债务的流动部分	1,103.0			603.6
应付账款	999.4			960.2
其他应计费用和负债	744.9			854.0
流动负债合计	2,963.8			2,689.8
长期债务，扣除流动部分	9,096.2			9,692.9

递延所得税和其他负债	1,124.3			1,130.9
负债总计	13,184.3			13,513.6
承诺和或有事项
CBI股东权益：
Class A股票，面值0.01美元 – 授权发行322,000,000股；已发行212,699,732股和212,699,542股	2.1			2.1
额外 paid-in 资本	2,185.0			2,185.7
留存收益	14,440.1			13,574.4
其他综合收益（亏损）	489.5			423.2
库藏股，按成本计算，分别为42,893,874股和39,927,096股	(8,529.8)			(8,103.0)
CBI股东权益合计	8,586.9			8,082.4
非控股权益	292.5			304.5
股东权益合计	8,879.4			8,386.9
负债和股东权益总计	$	22,063.7			$	21,900.5

附注是这些报表的组成部分。


星座品牌公司2027财年第二季度10-Q表	#WORTHREACHINGFOR I 1


财务报表	目录

康帝品牌公司及其子公司

合并综合收益（亏损）表

（单位：百万美元，每股数据除外）

（未经审计）


	截至8月31日的六个月		截至8月31日的三个月
	2026		2025		2026		2025
归属于CBI的净收益（亏损）
销售额	$	5,407.1			$	5,331.4		$	2,816.7	$	2,653.9
消费税	(341.4)			(335.4)			(183.7)		(172.9)
净销售额	5,065.7			4,996.0			2,633.0		2,481.0
产品销售成本	(2,352.1)			(2,419.4)			(1,240.0)		(1,171.0)
毛利	2,713.6			2,576.6			1,393.0		1,310.0
销售、一般及行政费用	(995.2)			(936.7)			(538.2)		(436.0)


资产减值及相关费用	(68.1)			(52.1)			(49.8)		—

运营收益（亏损）	1,650.3			1,587.8			805.0		874.0
未合并投资的收益（亏损）	8.3			(7.0)			7.8		(3.5)
净利息支出	(169.2)			(186.5)			(83.4)		(87.6)

税前收益（亏损）	1,489.4			1,394.3			729.4		782.9
（税项拨备）/税项收益	(235.2)			(384.4)			(147.1)		(296.8)
净收益（亏损）	1,254.2			1,009.9			582.3		486.1
归属于非控制性权益的净（收益）亏损	(34.6)			(27.8)			(16.5)		(20.1)
归属于CBI的净收益（亏损）	$	1,219.6			$	982.1		$	565.8	$	466.0

归属于CBI的综合收益（亏损）
综合收益（亏损）	$	1,323.9			$	1,603.1		$	740.8	$	715.0
归属于非控制性权益的综合（收益）亏损	(38.0)			(50.6)			(23.3)		(29.3)
归属于CBI的综合收益（亏损）	$	1,285.9			$	1,552.5		$	717.5	$	685.7

Class A股票
归属于CBI的基本每股净收益（亏损）	$	7.12			$	5.55		$	3.32	$	2.65
归属于CBI的稀释每股净收益（亏损）	$	7.11			$	5.55		$	3.32	$	2.65
基本加权平均普通股数	171.323			176.804			170.460		175.821
稀释加权平均普通股数	171.503			176.957			170.601		175.938
每股现金股息	$	2.06			$	2.04		$	1.03	$	1.02

附注是这些报表的组成部分。


康帝品牌公司 2027财年第二季度10-Q表	#WORTHREACHINGFOR I 2


财务报表	目录


康帝品牌公司及其子公司股东权益变动合并表（单位：百万美元）（未经审计）
	Class A 股票		额外实收资本		留存收益		累计其他综合收益（亏损）	库藏股票		非控制性权益	总计
2026年2月28日余额	$	2.1			$	2,185.7		$	13,574.4		$	423.2		$	(8,103.0)		$	304.5	$	8,386.9

综合收益（亏损）：
净收益（亏损）	—			—			653.8		—		—		18.1			671.9
其他综合收益（亏损），税后	—			—			—		(85.4)		—		(3.4)			(88.8)
综合收益（亏损）											583.1
回购股份	—			—			—		—		(223.8)		—			(223.8)
宣布的股息	—			—			(177.9)		—		—		—			(177.9)
非控制性权益分配	—			—			—		—		—		(25.0)			(25.0)
根据股权激励计划发行的股份	—			(31.7)			—		—		23.5		—			(8.2)
基于股票的薪酬	—			14.7			—		—		—		—			14.7
2026年5月31日余额	2.1			2,168.7			14,050.3		337.8		(8,303.3)		294.2			8,549.8
综合收益（亏损）：
净收益（亏损）	—			—			565.8		—		—		16.5			582.3
其他综合收益（亏损），税后	—			—			—		151.7		—		6.8			158.5
综合收益（亏损）											740.8
回购股份	—			—			—		—		(230.9)		—			(230.9)
宣布的股息	—			—			(176.0)		—		—		—			(176.0)
非控制性权益分配	—			—			—		—		—		(25.0)			(25.0)
根据股权激励计划发行的股份	—			(3.2)			—		—		4.4		—			1.2
基于股票的薪酬	—			19.5			—		—		—		—			19.5
2026年8月31日余额	$	2.1			$	2,185.0		$	14,440.1		$	489.5		$	(8,529.8)		$	292.5	$	8,879.4


康帝品牌公司 2027财年第二季度10-Q表	#WORTHREACHINGFOR I 3


财务报表	目录


星座品牌公司及其子公司股东权益变动合并报表（以百万计）（未经审计）
	普通股A类股票		额外实收资本		留存收益		累计其他综合收益（损失）	库藏股票		非控制性权益	总计
2025年2月28日的余额	$	2.1			$	2,144.6		$	12,603.4		$	(662.7)		$	(7,205.4)		$	252.8	$	7,134.8
综合收益（损失）：
净收益（损失）	—			—			516.1		—		—		7.7			523.8
其他综合收益（损失），税后净额	—			—			—		350.7		—		13.6			364.3
综合收益（损失）											888.1
回购股份	—			—			—		—		(306.1)		—			(306.1)
已宣告股息	—			—			(180.6)		—		—		—			(180.6)
非控制性权益分配	—			—			—		—		—		(7.5)			(7.5)
根据股权激励计划发行的股份	—			(24.3)			—		—		17.4		—			(6.9)
基于股票的补偿	—			10.3			—		—		—		—			10.3
2025年5月31日的余额	2.1			2,130.6			12,938.9		(312.0)		(7,494.1)		266.6			7,532.1
综合收益（损失）：
净收益（损失）	—			—			466.0		—		—		20.1			486.1
其他综合收益（损失），税后净额	—			—			—		219.7		—		9.2			228.9
综合收益（损失）											715.0
回购股份	—			—			—		—		(297.9)		—			(297.9)
已宣告股息	—			—			(179.4)		—		—		—			(179.4)
非控制性权益分配	—			—			—		—		—		(10.0)			(10.0)
根据股权激励计划发行的股份	—			(1.8)			—		—		6.6		—			4.8
基于股票的补偿	—			21.7			—		—		—		—			21.7
2025年8月31日的余额	$	2.1			$	2,150.5		$	13,225.5		$	(92.3)		$	(7,785.4)		$	285.9	$	7,786.3

附注是这些报表的组成部分。


星座品牌公司 Q2 FY 2027 表格 10-Q	#WORTHREACHINGFOR I 4


财务报表	目录

星座品牌公司及其子公司

现金流量合并报表

（以百万计）

（未经审计）


	截至8月31日的六个月
	2026		2025
经营活动产生的现金流量
净收益（损失）	$	1,254.2			$	1,009.9
调整项目，以将净收益（损失）调节为经营活动产生的净现金：

递延税项拨备（收益）	26.8			277.6
折旧	194.4			207.9
基于股票的补偿	34.9			32.1

非现金租赁费用	67.0			62.6






资产减值及相关费用	68.1			52.1






经营性资产和负债的变化，扣除业务购买和出售的影响：
应收账款	(18.2)			72.2
存货	3.3			(48.3)
预付费用和其他流动资产	(45.7)			(56.8)
应付账款	72.8			53.0
合同负债	6.5			(50.4)
其他应计费用和负债	(197.9)			(57.0)
其他	12.4			(65.6)
调整项目总计	224.4			479.4
经营活动产生的净现金（用于）	1,478.6			1,489.3

投资活动产生的现金流量
购置物业、厂房和设备	(354.1)			(410.1)
购买业务，扣除已收购现金	(15.3)			—

出售资产所得	4.1			30.8

出售业务所得	13.9			851.1
其他投资活动	1.0			(7.0)
投资活动产生的净现金（用于）	(350.4)			464.8


星座品牌公司 Q2 FY 2027 表格 10-Q	#WORTHREACHINGFOR I 5


财务报表	目录

星座品牌公司及其子公司

现金流量合并报表

（以百万计）

（未经审计）


	六个月期间截至8月31日
	2026		2025
融资活动产生的现金流量
长期债务发行所得	499.7			499.1
长期债务本金偿还	(602.1)			(902.1)
短期借款的净所得（偿还）	(155.5)			(554.2)
支付的股息	(353.8)			(361.1)
购买库藏股票	(454.7)			(604.0)
支付股票回购的消费税	(8.8)			(9.9)
通过股权激励计划发行股票所得	7.3			13.0
支付基于股票的支付奖励的最低税款	(10.2)			(9.5)
债务发行、债务清偿和其他融资费用的支付	(3.1)			(5.4)
支付给非控股权益的款项	(50.0)			(17.5)
支付或有考虑	(0.3)			(1.5)





融资活动产生的（用于）净现金	(1,131.5)			(1,953.1)

汇率变动对现金及现金等价物的影响	(0.6)			2.9

现金及现金等价物的净增加（减少）	(3.9)			3.9
期初现金及现金等价物	102.4			68.1
期末现金及现金等价物	$	98.5			$	72.0

非现金投资和融资活动的补充披露












固定资产、厂房和设备的增加	$	89.7		$	62.5

附注是这些报表不可分割的一部分。


Constellation Brands, Inc. 2027财年第二季度10-Q表	#WORTHREACHINGFOR I 6


财务报表	合并财务报表附注	目录

CONSTELLATION BRANDS, INC. 及其子公司

2026年8月31日

（未经审计）

1. 报表编制基础

我们根据适用的证券交易委员会（SEC）季度报告10-Q表的规则和法规，准备了未经审计的财务报表，并在我们看来，反映了所有必要的调整，以公允列示我们的财务信息。所有此类调整均为正常经常性性质。根据这些规则和法规，某些通常包含在按照一般会计原则编制的财务报表中的信息和附注披露已被压缩或省略。应结合2026年年度报告中包含的合并财务报表和相关附注阅读这些财务报表。中期期间的经营成果不一定表明年度结果。

2. 重组

2025年重组计划是一项全公司范围的成本节约和重组计划，旨在帮助优化我们业务的表现，包括通过提高组织效率和优化我们组织的支出。与2025年重组计划相关的大部分工作在截至2026年2月28日的财年内完成。预计一旦所有阶段完全实施，2025年重组计划将产生1.3亿美元的累计税前成本。这些成本预计由（i）员工终止费用（50%）和（ii）咨询费用以及其他费用，主要包含合同终止费用（50%）组成。

我们在合并结果中，将与2025年重组计划相关的税前重组费用计入销售、一般及行政费用，具体如下：


	截至六个月 2026年8月31日		截至三个月 2026年8月31日
	2026		2025		2026	2025
（以百万计）



咨询服务	4.3		21.5		3.8	8.2
其他	1.2		0.1		1.1	0.1
	$	5.5		$	21.6	$	4.9	$	8.3

自2025年重组计划启动以来，我们已发生以下税前重组费用：


	累计截至 2026年8月31日		占总费用的百分比
（以百万计）


员工终止费用	$	62.0		49	%
咨询服务	59.8		47	%
其他	5.6		4	%
	$	127.4		100	%


Constellation Brands, Inc. 2027财年第二季度10-Q表	#WORTHREACHINGFOR I 7


财务报表	合并财务报表附注	目录

上述讨论的重组费用及相关准备金的变动情况如下：


	员工终止		咨询服务		其他	总计
（以百万计）
2026年2月28日余额 (1)	$	18.6		$	29.9	$	4.2	$	52.7
重组费用	—		4.3		0.1	4.4
现金支付	(13.4)			(30.6)		(3.9)		(47.9)

2026年8月31日余额 (1)	$	5.2		$	3.6	$	0.4	$	9.2

(1)总准备金记录在我们合并资产负债表中的其他应计费用和负债的应计重组费用中。

3. 存货

存货按成本（主要按照先进先出法计算）或可变现净值中的较低者列示。成本的组成部分包括材料、人工和间接费用，具体如下：


	2026年8月31日		2026年2月28日
（以百万计）
原材料和用品	$	192.2			$	204.6
在制品	512.4			549.5
成品箱装商品	674.0			679.8
	$	1,378.6			$	1,433.9

2026年8月31日的存货余额不包括与待售资产相关的3430万美元的主要散装存货。有关更多信息，请参阅第5号附注。

4. 衍生工具

概述

我们的风险管理及衍生品会计政策见我们2026年年度报告中包含的合并财务报表的附注1和附注7，截至2026年8月31日的六个月和三个月内未发生重大变化。

未到期衍生工具的总名义价值如下：


	2026年8月31日		2026年2月28日
（以百万计）
被指定为对冲工具的衍生工具
外汇合约	$	2,651.5		$	2,080.9
净投资对冲合约	$	145.5		$	145.5


发行前对冲合约	$	—		$	50.0

未被指定为对冲工具的衍生工具
外汇合约	$	533.2		$	522.2
商品衍生品合约	$	358.9		$	335.5


Constellation Brands, Inc. 2027财年第二季度10-Q表	#WORTHREACHINGFOR I 8


财务报表	合并财务报表附注	目录

净投资对冲合约

2025年4月，我们签订了交叉货币掉期协议，以对冲我们在某些非美国业务中的净投资，防范外汇汇率波动的风险。这些交叉货币掉期被指定为净投资对冲，到期日介于2028年4月至2029年4月之间。这些掉期的公允价值变动作为其他综合收益（损失）的一部分予以确认，并在合并资产负债表中的累计其他综合收益（损失）中报告。当对冲的净投资被出售、清算或实质性清算时，该收益或损失将随后重新分类为净收益。我们使用即期法评估交叉货币掉期的有效性。根据这种方法，定期利息结算通过利息费用（净额）直接计入收益。因此，与这些交叉货币掉期相关的利息收入在利息费用（净额）中的确认情况如下：


	截至2026年8月31日的六个月		截至2026年8月31日的三个月
	2026		2025	2026		2025
（以百万美元计）
利息收入	$	1.1		$	0.8		$	0.5	$	0.5

信用风险

如果我们的衍生品合约的交易对手违约，我们会面临与信用相关的损失。这种信用风险仅限于衍生品合约的公允价值。为了管理这种风险，我们仅与获得投资级信用评级的主要金融机构签订合约，并与这些机构签订了标准的国际互换与衍生品协会协议，允许对衍生品合约进行净额结算。我们还制定了交易对手信用指南，并对其进行定期监控。由于这些保障措施，我们认为交易对手违约导致的损失风险是微不足道的。

此外，我们的衍生工具不受信用评级条件或抵押要求的约束。截至2026年8月31日，没有衍生工具因交易对手而处于净负债状态。

当期衍生品活动结果

我们资产负债表上衍生工具的估计公允价值及其位置如下（参见注释5）：


资产		负债
	2026年8月31日		2026年2月28日			2026年8月31日		2026年2月28日
（以百万美元计）
被指定为对冲工具的衍生工具
外汇合约：
预付费用和其他	$	140.9		$	156.7		其他应计费用和负债	$	0.5	$	0.1
其他资产	$	202.4		$	177.6		递延所得税和其他负债	$	0.3	$	0.1








净投资对冲合约：

其他资产	$	—		$	—		递延所得税和其他负债	$	4.8	$	6.7
未被指定为对冲工具的衍生工具
外汇合约：
预付费用和其他	$	1.0		$	0.4		其他应计费用和负债	$	1.8	$	0.9


Constellation Brands, Inc. 2027财年第二季度10-Q表	#WORTHREACHINGFOR I 9


财务报表	合并财务报表附注	目录


资产		负债
	2026年8月31日		2026年2月28日			2026年8月31日		2026年2月28日
(以百万计)
商品衍生合约：
预付费用和其他	$	45.1		$	22.4		其他应计费用和负债	$	7.8	$	5.3
其他资产	$	15.3		$	8.8		递延所得税和其他负债	$	2.0	$	2.1

我们的指定为现金流量对冲关系的衍生工具对我们损益以及其他综合收益（OCI）的影响（扣除所得税影响后）如下：


指定为现金流量对冲关系的衍生工具	在 OCI 中确认的净收益（损失）		从 AOCI 转入损益（损失）的净收益（损失）所在位置		从 AOCI 转入损益（损失）的净收益（损失）
(以百万计)
截至 2026 年 8 月 31 日的六个月
外币合约	$	81.0			销售收入		$	0.2
			产品销售成本		72.6

发行前对冲合约	1.8			净利息支出		(0.2)
	$	82.8					$	72.6
截至 2025 年 8 月 31 日的六个月
外币合约	$	202.7			销售收入		$	0.6
			产品销售成本		23.0
			销售、一般及行政费用		0.2
发行前对冲合约	(3.4)			净利息支出		(0.1)
	$	199.3					$	23.7
截至 2026 年 8 月 31 日的三个月
外币合约	$	72.6			销售收入		$	0.1
			产品销售成本		38.4

发行前对冲合约	—			净利息支出		(0.1)
	$	72.6					$	38.4
截至 2025 年 8 月 31 日的三个月
外币合约	$	79.1			销售收入		$	0.3
			产品销售成本		17.8

发行前对冲合约	—			净利息支出		(0.1)
	$	79.1					$	18.0

我们预计在未来 12 个月内，从 AOCI 转入我们的损益的净收益（扣除所得税影响后）将达到 1.287 亿美元。


Constellation Brands, Inc. 2027 财年第二季度 10-Q 表	#WORTHREACHINGFOR I 10


财务报表	合并财务报表附注	目录

我们未指定的衍生工具对我们的损益的影响如下：


未指定为对冲工具的衍生工具	在损益中确认的净收益（损失）所在位置	在损益中确认的净收益（损失）
(以百万计)
截至 2026 年 8 月 31 日的六个月
商品衍生合约	产品销售成本	$	52.7
外币合约	销售、一般及行政费用	(7.8)

		$	44.9

截至 2025 年 8 月 31 日的六个月
商品衍生合约	产品销售成本	$	(4.7)
外币合约	销售、一般及行政费用	7.3
		$	2.6
截至 2026 年 8 月 31 日的三个月
商品衍生合约	产品销售成本	$	3.4
外币合约	销售、一般及行政费用	(4.9)

		$	(1.5)
截至 2025 年 8 月 31 日的三个月
商品衍生合约	产品销售成本	$	13.0
外币合约	销售、一般及行政费用	2.3
		$	15.3

5. 金融工具的公允价值

权威指南建立了计量公允价值的框架，包括用于计量公允价值的输入值的层级，该层级最大限度地使用可观察输入值，并在可获得时最小化使用不可观察输入值；该层级包括三个级别：

•第一级输入值是在活跃市场中相同资产或负债的报价；

•第二级输入值包括可观察的数据点，例如活跃市场中类似资产或负债的报价、非活跃市场中相同资产或类似资产或负债的报价，以及对于资产或负债可直接或间接观察到的其他输入值（如波动率、利率和收益率曲线）；以及

•第三级输入值是资产或负债的不可观察数据点，包括资产或负债几乎没有市场活动的情况。

公允价值方法

以下方法和假设用于估计我们金融工具的公允价值：

衍生工具

我们的衍生工具包括外币远期和期权合约、商品掉期合约、交叉货币掉期合约、利率掉期合约和发行前对冲合约。公允价值基于各自交易对手的报价进行估算。通过使用基于远期利率收益率曲线的折现现金流计算来验证报价，这些远期利率收益率曲线来自独立定价服务（第二级公允价值计量）。


Constellation Brands, Inc. 第2027财年第二季度10-Q表	#WORTHREACHINGFOR I 11


财务报表	合并财务报表附注	目录

短期借款

我们的短期借款包括我们的商业票据计划以及我们高级信贷协议下的循环信用额度。循环信用额度是一种浮动利率票据，具有固定利差，根据我们的债务评级进行调整（在我们的高级信贷协议中定义）。对于这些短期借款，账面价值近似于公允价值。

长期债务

我们固定利率长期债务的公允价值通过使用目前可用于具有类似条款和期限的债务的利率对现金流进行折现来估算（第二级公允价值计量）。截至2026年8月31日，长期债务（包括当期部分）的账面金额为101.992亿美元，与估算的公允价值94.449亿美元相比。截至2026年2月28日，长期债务（包括当期部分）的账面金额为102.965亿美元，与估算的公允价值98.582亿美元相比。

截至2026年8月31日和2026年2月28日，我们某些金融工具（包括现金及现金等价物、应收账款和应付账款）的账面金额近似于公允价值，因为这些工具的到期日相对较短。

持续基础计量

下表列示了我们按经常性基础计量的财务资产和负债的估计公允价值：


	公允价值计量使用
	活跃市场中的报价（第1级）		其他显著可观察输入（第2级）	显著不可观察输入（第3级）		总计
（以百万美元计）
截至2026年8月31日
资产：
外币合约	$	—		$	344.3		$	—	$	344.3
商品衍生合约	$	—		$	60.4		$	—	$	60.4




负债：
外币合约	$	—		$	2.6		$	—	$	2.6
商品衍生合约	$	—		$	9.8		$	—	$	9.8
净投资对冲合约	$	—		$	4.8		$	—	$	4.8


截至2026年2月28日
资产：
外币合约	$	—		$	334.7		$	—	$	334.7
商品衍生合约	$	—		$	31.2		$	—	$	31.2



负债：
外币合约	$	—		$	1.1		$	—	$	1.1
商品衍生合约	$	—		$	7.4		$	—	$	7.4
净投资对冲合约	$	—		$	6.7		$	—	$	6.7


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 12


财务报表	合并财务报表附注	目录

非经常性基础计量

下表列示了我们按非经常性基础计量的资产和负债的估计公允价值，这些资产和负债在所列期间进行了减值评估：


		公允价值计量使用
	资产负债表分类	活跃市场中的报价（第1级）		其他显著可观察输入（第2级）		显著不可观察输入（第3级）		总损失
（以百万美元计）
截至2026年8月31日的六个月

待售资产及相关净资产	预付费用和其他	$	—			$	5.0			$	—		$	68.1


截至2025年8月31日的六个月
待售资产及相关净资产	待售资产	$	—		$	—		$	—		$	52.1

权益法投资	其他资产	—		—		—		1.5
总计		$	—		$	—		$	—		$	53.6

待售资产及相关净资产

截至2026年8月31日的三个月，鉴于管理层计划出售Nelson’s Green Brier业务，账面价值为5480万美元的待售资产调整为估计公允价值500万美元，扣除出售成本，导致4980万美元的净损失。该净损失计入了我们截至2026年8月31日的六个月和三个月合并结果中的资产减值及相关费用。估计公允价值基于截至2026年8月31日潜在出售的预期收益。

截至2026年5月31日的三个月，鉴于新西兰葡萄酒出售，现有待售资产账面价值为3670万美元，调整为估计公允价值1840万美元，扣除出售成本，导致1830万美元的净损失。该净损失计入了我们截至2026年8月31日的六个月合并结果中的资产减值及相关费用。我们对现有待售资产的估计公允价值基于截至2026年5月31日的新西兰葡萄酒出售的预期收益。

截至2025年5月31日的三个月内，主要与2025年葡萄酒出售相关，已存在的待售资产及相关净资产被调整至其当前预计公允价值8.977亿美元，减去出售成本，导致5,210万美元的净损失。该净损失包含在我们截至2025年8月31日六个月的合并结果中的资产减值及相关费用中。我们已存在的待售资产的预计公允价值主要基于2025年葡萄酒出售在2025年5月31日的预期出售所得。

权益法投资

截至2025年8月31日，我们评估了通过我们企业运营和其他部门内的企业风险投资职能进行的一项权益法投资，并确定由于业务表现不佳，发生了非暂时性减值。该减值损失包含在我们截至2025年8月31日六个月和三个月的合并结果中的未合并投资收益（损失）中。预计公允价值主要基于使用不可观察数据点的该投资预计产生的现金流。


Constellation Brands, Inc. 2027财年第二季度10-Q表	#WORTHREACHINGFOR I 13


财务报表	合并财务报表附注	目录

6. 商誉

啤酒部门商誉的账面价值变动如下：



（以百万美元计）
2025年2月28日余额	$	5,126.8

外币折算调整	107.1



2026年2月28日余额	5,233.9
购买会计分配 (1)	27.6

外币折算调整	7.8



2026年8月31日余额	$	5,269.3

(1)与HOPWTR收购相关的初步购买会计分配（见下文）。

截至2026年8月31日、2026年2月28日和2025年2月28日，我们葡萄酒和烈酒部门的商誉账面价值分别为零。

收购

HOPWTR

2026年4月，我们收购了HOPWTR的剩余股权，HOPWTR是一个以啤酒花、适应原和认知增强剂为原料的高端非酒精品牌。自2021年起，HOPWTR一直是我们的企业风险投资组合的一部分。该交易还包括商标的收购。HOPWTR的运营结果报告在啤酒部门，并自收购日起已包含在我们的合并运营结果中。

出售

新西兰葡萄酒出售

2026年6月，我们出售了八个小型国内市场的新西兰主流葡萄酒品牌及相关的库存、设备、酒厂和葡萄园。净现金所得用于一般企业用途。在完成新西兰葡萄酒出售之前，我们已将被出售品牌的运营结果计入葡萄酒和烈酒部门。

2025年葡萄酒出售

2025年6月2日，我们出售了我们部分葡萄酒和烈酒业务的商标，并在某些情况下独家授权了这些商标，主要围绕我们当时拥有的主流葡萄酒品牌及相关库存、酒庄、葡萄园、办公室和设施。2025年葡萄酒剥离业务的净现金收入用于偿还债务。在完成2025年葡萄酒剥离业务之前，我们将在葡萄酒和烈酒部门中记录剥离和独家授权品牌的运营结果。下表总结了截至2025年8月31日六个月和三个月期间与此交易相关的净损失：


（以百万美元计）
从买方处获得的现金	$	846.5
出售的净资产	(859.7)
直接销售成本	(2.5)
业务出售损失 (1)	$	(15.7)

(1)包含在我们合并运营结果中的销售、一般及行政费用中。


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 14


财务报表	合并财务报表附注	目录

后续事件

SpikedAde收购

2026年10月，我们以7500万美元的初始购买价格收购了SpikedAde业务，这是一家基于烈酒的预调饮料品牌，包括库存和商标。协议还规定了基于SpikedAde业务未来表现，在五年内支付最多2.78亿美元的或有对价。SpikedAde的运营结果将报告在啤酒部门，并将从收购日起包含在我们的合并运营结果中。

7. 无形资产

无形资产的主要组成部分如下：


	2026年8月31日		2026年2月28日
	账面价值总额		净值总额		账面价值总额		净值总额
（以百万美元计）
可摊销无形资产
客户关系	$	85.4			$	12.9			$	85.4		$	13.6
其他	19.6			0.3			19.6			0.3
总计	$	105.0			13.2			$	105.0		13.9
不可摊销无形资产
商标			2,518.0					2,519.1
总计无形资产			$	2,531.2					$	2,533.0

截至2026年8月31日和2025年8月31日的六个月和三个月期间，我们没有发生与续展或延长已购无形资产期限相关的成本。净值代表的是扣除累计摊销后的账面价值。

8. 借款

借款包括以下内容：


	2026年8月31日		2026年2月28日日
	流动负债		长期负债		总计		总计
（以百万美元计）
短期借款

商业票据	$	116.5						$	272.0

	$	116.5						$	272.0

长期债务


高级票据	$	1,099.1			$	9,088.5		$	10,187.6	$	10,285.3
其他	3.9			7.7			11.6		11.2
	$	1,103.0			$	9,096.2		$	10,199.2	$	10,296.5


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 15


财务报表	合并财务报表附注	目录

2025年信贷协议

公司、CB International、管理代理行以及某些其他贷款人是2025年信贷协议的签约方。有关2025年信贷协议下的借款信息如下：


	未偿还借款		利率率	SOFR 利差		未偿还的信用证		剩余借款额度 (1)
(以百万美元计)
2026年8月31日
循环信用额度 (2) (3)	$	—		—	%		—	%	$	10.9	$	2,122.6


2026年2月28日
循环信用额度 (2) (3)	$	—		—	%		—	%	$	11.3	$	1,966.6

(1)扣除2025年信贷协议下的未偿还循环信用额度借款和未偿还信用证，以及我们商业票据计划下的未偿还借款11.65亿美元和27.21亿美元（不包括未摊销折扣），分别截至2026年8月31日和2026年2月28日（详见下文“商业票据计划”）。

(2)合同利率根据我们的债务评级（在协议中定义）而变化，并且是SOFR加上一个利差和一个信用利差调整，或基本利率加上一个利差，或在某些情况下SOFR无法充分确定或不可用时的替代基准利率加上一个利差。

(3)我们和/或CB International是22.5亿美元循环信用额度的借款人，到期日为2030年4月28日。包括最高2亿美元的信用证子额度。

我们及我们的子公司受2025年信贷协议中包含的条款约束，包括限制额外子公司债务的产生、额外抵押品、合并和兼并、与关联方的交易以及出售和回租交易的条款，所有这些条款均受众多条件、例外和阈值的限制。财务条款仅限于最低利息覆盖率和最高净杠杆率。

商业票据计划

我们有一个商业票据计划，允许发行总额最高为22.5亿美元的商业票据。我们的商业票据计划由我们2025年信贷协议下的循环信用额度中未使用的承诺支持。因此，我们商业票据计划下的未偿还借款会减少我们循环信用额度下的可用金额。有关我们未偿还商业票据借款的信息如下：


	2026年8月31日		2026年2月28日
(以百万美元计)
未偿还借款 (1)	$	116.5			$	272.0
加权平均年利率	3.9	%		3.9	%
加权平均剩余期限	2天		6天

(1)未偿还商业票据借款已扣除了未摊销折扣。

高级债券

2026年5月，我们发行了总计5亿美元面值的4.85%高级票据，到期日为2031年5月。此次发行的净收益（扣除折扣和债务发行成本后）为4.967亿美元。4.85% 2026年5月高级票据的利息每半年支付一次，分别为每年5月6日和11月6日，首次支付时间为2026年11月6日。在2031年4月6日之前，我们有权随时全部或部分赎回4.85% 2026年5月高级票据，赎回价格等于 outstanding principal amount 的100%，加上应付未付利息以及根据适用的 indenture 中定义的调整后国债利率的未来付款现值计算的补偿支付，再加上15个基点。2031年4月6日或之后，我们有权随时全部或部分赎回4.85% 2026年5月高级票据，赎回价格等于 outstanding principal amount 的100%，加上应付未付利息。4.85% 2026年5月高级票据是高级无担保债务，其偿付优先级与我们现有和未来的所有高级无担保债务相同。


Constellation Brands, Inc. 2027财年第二季度10-Q表	#WORTHREACHINGFOR I 16


财务报表	合并财务报表附注	目录

赎回价格等于 outstanding principal amount 的100%，加上应付未付利息以及根据适用的 indenture 中定义的调整后国债利率的未来付款现值计算的补偿支付，再加上15个基点。2031年4月6日或之后，我们有权随时全部或部分赎回4.85% 2026年5月高级票据，赎回价格等于 outstanding principal amount 的100%，加上应付未付利息。4.85% 2026年5月高级票据是高级无担保债务，其偿付优先级与我们现有和未来的所有高级无担保债务相同。

2026年5月18日，我们使用4.85% 2026年5月高级票据和商业票据借款的收益，以100%的 outstanding principal amount 加上应付未付利息的价格，提前赎回了6亿美元面值的3.70% 2016年12月高级票据。

债务支付

截至2026年8月31日，长期债务义务（不包括未摊销的债务发行成本和未摊销折扣4.34亿美元和1.9亿美元）在2027财年剩余六个月以及之后五个财年及以后的应偿付本金分别为以下金额：


（以百万美元为单位）
2027财年	$	1.9
2028财年	1,803.1
2029财年	902.4
2030财年	802.0
2031财年	1,101.5
2032财年	1,500.7
之后	4,150.0
	$	10,261.6

后续事件

2026年定期信贷协议

2026年9月，公司、M&T（作为管理代理和贷款人）以及某些其他贷款人签订了2026年定期信贷协议。2026年定期信贷协议提供了一个九个月延迟提款的3亿美元定期贷款设施，最多可提款两次。如果发生初始提款，余额将在初始提款日期后两年内到期并应支付。如果提款，2026年定期信贷协议的收益将用于一般企业用途，包括偿还债务。

高级票据

On September 18, 2026, we redeemed $600.0 million aggregate principal amount of 4.35% May 2022 Senior Notes prior to maturity using commercial paper borrowings at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest.

9. INCOME TAXES

Overview


	For the Six Months Ended August 31,	For the Three Months Ended August 31,
	2026	2025	2026	2025
Effective tax rate	15.8%	27.6%	20.2%	37.9%


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 17


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents

For the six months and three months ended August 31, 2026, our effective tax rate was lower than the federal statutory rate of 21% largely due to the benefit of lower effective tax rates applicable to our foreign businesses, partially offset by (i) changes to valuation allowances and (ii) certain tax legislation updates.

For the six months and three months ended August 31, 2025, our effective tax rate was higher than the federal statutory rate of 21% largely due to changes in valuation allowances related to net operating losses and tax legislation updates, partially offset by (i) a net income tax benefit recognized as a result of the resolution of various tax examinations and assessments related to prior periods and (ii) the benefit of lower effective tax rates applicable to our foreign businesses.

Tax Legislation

OB3 Act

On July 4, 2025, the OB3 Act was signed into U.S. law. The OB3 Act extends and modifies several provisions originally introduced under the Tax Cuts and Jobs Act of 2017, while also implementing additional changes to U.S. federal tax law. Key provisions of the OB3 Act include (i) the permanent extension of 100% bonus depreciation for qualifying assets, (ii) the elimination of the requirement to capitalize and amortize U.S.-based research and experimental expenditures, allowing for immediate expensing, (iii) changes to the limitation on the deductibility of interest expense, and (iv) modifications to the taxation of foreign earnings and other international income tax provisions. The OB3 Act contains multiple effective dates, with certain provisions taking effect beginning in calendar year 2025 and others phased in through calendar year 2027.

We have performed an evaluation of the impact of the OB3 Act on our consolidated financial statements, including the effects on our annual effective tax rate, deferred tax assets and liabilities, and cash flows. Based on this analysis and activities performed in response to the legislation, there will be a negative impact on our effective tax rate for Fiscal 2027, primarily driven by modifications to the taxation of foreign earnings and other international income tax provisions.

Pillar Two

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.

SUBSEQUENT EVENT

As a result of certain foreign tax reform enacted in September 2026, we expect to release a portion of our valuation allowance related to deferred tax assets. We are estimating an income tax benefit of approximately $100 million to $150 million to be recognized during the three months ending November 30, 2026.


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 18


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents

10. 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, 2026	212,699,542		25,923		39,927,096
Share repurchases	—		—		1,465,295

Exercise of stock options	—		—		(24,772)

Vesting of restricted stock units (1)	—		—		(122,930)
Vesting of performance share units (1)	—		—		(12,043)

Balance at May 31, 2026	212,699,542		25,923		41,232,646
Share repurchases	—		—		1,704,371
Conversion of shares	190		(190)		—

Employee stock purchases	—		—		(31,026)
Vesting of restricted stock units (1)	—		—		(12,117)


Balance at August 31, 2026	212,699,732		25,733		42,893,874










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
Share repurchases	—		—		1,740,884

Exercise of stock options	—		—		(18,337)
Employee stock purchases	—		—		(34,341)
Vesting of restricted stock units (1)	—		—		(5,369)


Balance at August 31, 2025	212,698,298		27,167		37,684,962

(1)Net of the following shares withheld to satisfy tax withholding requirements:


	For the Three Months Ended May 31,	For the Three Months Ended August 31,	For the Six Months Ended August 31,
2026
Restricted Stock Units	60,594	324	60,918
Performance Share Units	5,992	—	5,992
2025
Restricted Stock Units	50,720	146	50,866

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 six months ended August 31, 2026, we repurchased 3,169,666 shares of Class A Stock pursuant to the 2025 Authorization through open market transactions at an aggregate cost of $454.7 million. Subsequent to August 31, 2026, we repurchased 607,371 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 September 30, 2026, $2,546.2 million remains available for future share repurchases, excluding the impact of Federal excise tax owed pursuant to the IRA.


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 19


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents

11. 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 Six Months Ended August 31,		For the Three Months Ended August 31,
	2026		2025		2026		2025
(in millions, except per share data)
Net income (loss) attributable to CBI	$	1,219.6			$	982.1		$	565.8	$	466.0

Weighted average common shares outstanding – basic	171.323			176.804			170.460	175.821
Stock-based awards (1)	0.180			0.153			0.141	0.117
Weighted average common shares outstanding – diluted	171.503			176.957			170.601	175.938

Net income (loss) per common share attributable to CBI – basic	$	7.12			$	5.55		$	3.32	$	2.65
Net income (loss) per common share attributable to CBI – diluted	$	7.11			$	5.55		$	3.32	$	2.65

(1)Primarily includes performance share units and restricted stock units for the six months and three months ended August 31, 2026 and stock options and restricted stock units for the six months and three months ended August 31, 2025.

The following stock-based awards were excluded from the computation of diluted net income (loss) per common share for Class A Stock, as the effect of including these would have been anti-dilutive:


	For the Six Months Ended August 31,		For the Three Months Ended August 31,
	2026		2025		2026	2025

(in millions, except exercise price)
Stock-based awards, primarily stock options	2.785			1.840		2.817		1.994
Weighted average exercise price, stock options	$	206.87		$	235.49	$	206.85		$	194.96


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 20


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents

12. 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 Six Months Ended August 31, 2026
Net income (loss) attributable to CBI					$	1,219.6
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)	$	55.0			$	—		55.0
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	55.0			—			55.0
Unrealized gain (loss) on cash flow hedges:
Net cash flow hedge gain (loss)	89.3			(11.0)			78.3
Amounts reclassified	(78.3)			9.3			(69.0)
Net gain (loss) recognized in other comprehensive income (loss)	11.0			(1.7)			9.3
Unrealized gain (loss) on net investment hedges:
Net investment hedge gain (loss)	1.9			(0.5)			1.4
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	1.9			(0.5)			1.4
Pension/postretirement adjustments:
Net actuarial gain (loss)	(0.1)			0.1			—
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	(0.1)			0.1			—
Share of OCI of equity method investments:
Net gain (loss)	—			—			—
Amounts reclassified	0.8			(0.2)			0.6
Net gain (loss) recognized in other comprehensive income (loss)	0.8			(0.2)			0.6
Other comprehensive income (loss) attributable to CBI	$	68.6			$	(2.3)		66.3
Comprehensive income (loss) attributable to CBI					$	1,285.9
For the Six Months Ended August 31, 2025
Net income (loss) attributable to CBI					$	982.1
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)	$	408.3			$	—		408.3
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	408.3			—			408.3
Unrealized gain (loss) on cash flow hedges:
Net cash flow hedge gain (loss)	216.0			(26.3)			189.7
Amounts reclassified	(25.0)			2.8			(22.2)
Net gain (loss) recognized in other comprehensive income (loss)	191.0			(23.5)			167.5


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 21


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents


	Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount
(in millions)
Unrealized gain (loss) on net investment hedges:
Net investment hedge gain (loss)	(5.6)			1.4			(4.2)
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	(5.6)			1.4			(4.2)
Pension/postretirement adjustments:
Net actuarial gain (loss)	(0.1)			—			(0.1)
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	(0.1)			—			(0.1)
Share of OCI of equity method investments:
Net gain (loss)	—			—			—
Amounts reclassified	(1.5)			0.4			(1.1)
Net gain (loss) recognized in other comprehensive income (loss)	(1.5)			0.4			(1.1)
Other comprehensive income (loss) attributable to CBI	$	592.1			$	(21.7)		570.4
Comprehensive income (loss) attributable to CBI					$	1,552.5

For the Three Months Ended August 31, 2026
Net income (loss) attributable to CBI					$	565.8
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)	$	119.1		$	—		119.1
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	119.1		—		119.1
Unrealized gain (loss) on cash flow hedges:
Net cash flow hedge gain (loss)	77.8		(9.0)		68.8
Amounts reclassified	(41.5)			4.9			(36.6)
Net gain (loss) recognized in other comprehensive income (loss)	36.3		(4.1)		32.2
Unrealized gain (loss) on net investment hedges:
Net investment hedge gain (loss)	0.6			(0.2)			0.4
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	0.6			(0.2)			0.4
Pension/postretirement adjustments:
Net actuarial gain (loss)	(0.2)		0.1		(0.1)
Amounts reclassified	—		—			—
Net gain (loss) recognized in other comprehensive income (loss)	(0.2)		0.1		(0.1)
Share of OCI of equity method investments:
Net gain (loss)	—		—		—
Amounts reclassified	0.2		(0.1)		0.1
Net gain (loss) recognized in other comprehensive income (loss)	0.2		(0.1)		0.1
Other comprehensive income (loss) attributable to CBI	$	156.0		$	(4.3)		151.7
Comprehensive income (loss) attributable to CBI					$	717.5


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 22


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents


	Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount
(in millions)
For the Three Months Ended August 31, 2025
Net income (loss) attributable to CBI					$	466.0
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)	$	164.8		$	—		164.8
Amounts reclassified	—		—		—
Net gain (loss) recognized in other comprehensive income (loss)	164.8		—		164.8
Unrealized gain (loss) on cash flow hedges:
Net cash flow hedge gain (loss)	85.4		(10.2)		75.2
Amounts reclassified	(19.3)		2.3		(17.0)
Net gain (loss) recognized in other comprehensive income (loss)	66.1		(7.9)		58.2




Unrealized gain (loss) on net investment hedges:
Net investment hedge gain (loss)	(2.6)			0.7			(1.9)
Amounts reclassified	—			—			—
Net gain (loss) recognized in other comprehensive income (loss)	(2.6)		0.7		(1.9)
Pension/postretirement adjustments:
Net actuarial gain (loss)	(0.1)		—		(0.1)
Amounts reclassified	—		—		—
Net gain (loss) recognized in other comprehensive income (loss)	(0.1)		—		(0.1)
Share of OCI of equity method investments:
Net gain (loss)	—		—		—
Amounts reclassified	(1.8)		0.5		(1.3)
Net gain (loss) recognized in other comprehensive income (loss)	(1.8)		0.5		(1.3)
Other comprehensive income (loss) attributable to CBI	$	226.4		$	(6.7)		219.7
Comprehensive income (loss) attributable to CBI					$	685.7


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 23


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents

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, 2026	$	143.8			$	285.4			$	(5.5)	$	(0.5)	$	423.2
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification adjustments	55.0			79.7				—		—	134.7
Amounts reclassified from accumulated other comprehensive income (loss)	—			(69.0)				—		0.6	(68.4)
Other comprehensive income (loss)	55.0			10.7				—		0.6	66.3
Balance at August 31, 2026	$	198.8			$	296.1			$	(5.5)	$	0.1	$	489.5

13. 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 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, 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-to-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.


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 24


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents

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 2026 Annual Report. Segment information is as follows:


	Beer		Wine and Spirits		Corporate Operations and Other		Consolidated
(in millions)
For the Six Months Ended August 31, 2026
Net sales	$	4,757.1			$	308.6			$	—	$	5,065.7
Cost of product sold (1)	(2,201.2)			(174.0)			—
Marketing	(450.9)			(30.7)			—
% Net sales	9.5	%		9.9	%
General and administrative expenses (1)	(249.4)			(98.9)			(129.8)
Comparable operating income (loss) (1)	1,855.6			5.0			(129.8)			1,730.8
Operating margin	39.0	%		1.6	%
Comparable Adjustments (2)							(80.5)
Operating income (loss)							1,650.3
Income (loss) from unconsolidated investments (3)							8.3
Interest expense, net (4)							(169.2)
Income (loss) before income taxes							$	1,489.4

Capital expenditures	$	327.5			$	22.4			$	4.2	$	354.1
Depreciation and amortization	$	153.8			$	30.9			$	10.3	$	195.0
% Net sales	3.2	%		10.0	%
For the Six Months Ended August 31, 2025
Net sales	$	4,579.5			$	416.5			$	—	$	4,996.0
Cost of product sold (1)	(2,152.5)			(265.6)			—
Marketing	(391.2)			(54.9)			—
% Net sales	8.5	%		13.2	%
General and administrative expenses (1)	(210.8)			(121.8)			(103.1)
Comparable operating income (loss) (1)	1,825.0			(25.8)			(103.1)			1,696.1
Operating margin	39.9	%		(6.2)	%
Comparable Adjustments (2)							(108.3)
Operating income (loss)							1,587.8
Income (loss) from unconsolidated investments (3)							(7.0)
Interest expense, net (4)							(186.5)
Income (loss) before income taxes							$	1,394.3

Capital expenditures	$	370.2			$	37.5			$	2.4	$	410.1
Depreciation and amortization	$	159.4			$	36.5			$	12.7	$	208.6
% Net sales	3.5	%		8.8	%
For the Three Months Ended August 31, 2026
Net sales	$	2,473.6			$	159.4			$	—	$	2,633.0
Cost of product sold (1)	(1,135.9)			(88.9)			—
Marketing	(245.2)			(14.3)			—
% Net sales	9.9	%		9.0	%
General and administrative expenses (1)	(128.3)			(50.1)			(73.7)
Comparable operating income (loss) (1)	964.2			6.1			(73.7)			896.6
Operating margin	39.0	%		3.8	%
Comparable Adjustments (2)							(91.6)
Operating income (loss)							805.0


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 25


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents


	Beer		Wine and Spirits		Corporate Operations and Other		Consolidated
(in millions)
Income (loss) from unconsolidated investments (3)							7.8
Interest expense, net (4)							(83.4)
Income (loss) before income taxes							$	729.4

Capital expenditures	$	163.2			$	12.6			$	1.1	$	176.9
Depreciation and amortization	$	76.5			$	15.4			$	5.2	$	97.1
% Net sales	3.1	%		9.7	%
For the Three Months Ended August 31, 2025
Net sales	$	2,345.0			$	136.0			$	—	$	2,481.0
Cost of product sold (1)	(1,105.0)			(81.2)			—
Marketing	(190.7)			(20.0)			—
% Net sales	8.1	%		14.7	%
General and administrative expenses (1)	(97.7)			(54.6)			(45.6)
Comparable operating income (loss) (1)	951.6			(19.8)			(45.6)			886.2
Operating margin	40.6	%		(14.6)	%
Comparable Adjustments (2)							(12.2)
Operating income (loss)							874.0
Income (loss) from unconsolidated investments (3)							(3.5)
Interest expense, net (4)							(87.6)
Income (loss) before income taxes							$	782.9

Capital expenditures	$	197.0			$	19.5			$	0.8	$	217.3
Depreciation and amortization	$	82.6			$	14.3			$	6.2	$	103.1
% Net sales	3.5	%		10.5	%

(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 Six Months Ended August 31,		For the Three Months Ended August 31,
	2026		2025		2026		2025
(in millions)
Cost of product sold
Net gain (loss) on undesignated commodity derivative contracts	$	52.7			$	(4.7)		$	3.4	$	13.0
Settlements of undesignated commodity derivative contracts	(24.2)			6.7			(14.8)		4.2
Flow through of inventory step-up	(1.1)			(1.7)			(0.1)		(0.8)
Strategic business reconfiguration costs	(4.3)			(1.6)			(3.7)		(1.2)





Comparable Adjustments, Cost of product sold	23.1			(1.3)			(15.2)		15.2


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 26


FINANCIAL STATEMENTS	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	Table of Contents


	For the Six Months Ended August 31,		For the Three Months Ended August 31,
	2026		2025		2026		2025
Selling, general, and administrative expenses
Transition services agreements activity	(9.7)			(15.5)			(4.6)		(10.0)
2025 Restructuring Initiative	(5.5)			(21.6)			(4.9)		(8.3)
Gain (loss) on sale of business	(4.3)			(16.3)			(1.8)		(14.9)
Strategic business reconfiguration costs	(13.9)			(5.2)			(14.2)		—

Other gains (losses) (i)	(2.1)			3.7			(1.1)		5.8
Comparable Adjustments, selling, general, and administrative expenses	(35.5)			(54.9)			(26.6)		(27.4)


Asset impairment and related expenses	(68.1)			(52.1)			(49.8)		—

Comparable Adjustments, Operating income (loss)	$	(80.5)			$	(108.3)		$	(91.6)	$	(12.2)

(i)Primarily includes the following:


	For the Six Months Ended August 31,		For the Three Months Ended August 31,
	2026		2025		2026	2025
(in millions)


Gain (loss) on sale of assets	$	—		$	4.1	$	—	$	4.1

(3)Income (loss) from unconsolidated investments consists of:


	For the Six Months Ended August 31,		For the Three Months Ended August 31,
	2026		2025		2026		2025
(in millions)
Equity in earnings (losses) from equity method investees and related activities	$	7.5			$	(0.5)		$	7.0	$	3.0
Unrealized net gain (loss) on securities measured at fair value	0.8			(5.0)			0.8		(5.0)
Impairment of equity method investments	—			(1.5)			—		(1.5)
	$	8.3			$	(7.0)		$	7.8	$	(3.5)

(4)Interest expense, net consists of:


	For the Six Months Ended August 31,		For the Three Months Ended August 31,
	2026		2025		2026		2025
(in millions)
Interest expense	$	(173.0)			$	(189.6)		$	(85.3)	$	(89.0)
Interest income	4.1			4.1			1.9		2.4
Loss on extinguishment of debt	(0.3)			(1.0)			—		(1.0)
	$	(169.2)			$	(186.5)		$	(83.4)	$	(87.6)

14. ACCOUNTING GUIDANCE NOT YET ADOPTED

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. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 27


MD&A	Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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INTRODUCTION

This MD&A provides additional information on our businesses, current developments, financial condition, cash flows, and results of operations. It should be read in conjunction with our Financial Statements and with our consolidated financial statements and notes included in our 2026 Annual Report. This MD&A is organized as follows:

Overview

This section provides a general description of our business, which we believe is important in understanding the results of our operations, financial condition, and potential future trends.

Strategy

This section provides a description of our strategy, including our 2025 Restructuring Initiative, and a discussion of a recent development and certain acquisitions, divestitures, and investments.

Results of operations

This section provides an analysis of our results of operations presented on a business segment basis for the three months ended August 31, 2026, and August 31, 2025, and six months ended August 31, 2026, and August 31, 2025. In addition, a brief description of certain transactions and other items that affect the comparability of the results is provided.

Liquidity and capital resources

This section provides an analysis of our cash flows, outstanding debt, and liquidity position. Included in the analysis of outstanding debt is a discussion of the financial capacity available to fund our on-going operations and future commitments, as well as a discussion of other financing arrangements.

OVERVIEW

We are an international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy with powerful, consumer-connected, high-quality brands like Modelo Especial, Corona Extra, Pacifico, Victoria, Kim Crawford, Ruffino, The Prisoner Wine Company, Robert Mondavi Winery, Mi CAMPO, and High West. In the U.S., we are one of the top dollar share gainers among beverage alcohol suppliers. We are also the second-largest beer company and have the #1 beer brand, Modelo Especial, in dollar sales in the U.S. We continued to strengthen our leadership position in the U.S. beer market as the #1 dollar share gainer in the overall U.S. beer market


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and the #2 dollar share gainer in the high-end. Within wine and spirits, we have implemented a multi-year strategy that repositioned this business to a portfolio of exclusively higher-end brands that we believe is positioned for long-term growth, aligned to our focus on consumer-led premiumization trends, and we continue to progressively expand our supply channels through DTC and international markets. The strength of our brands makes us a supplier of choice to many of our consumers and our Customers, which include wholesale distributors and retailers. We conduct our business through entities we wholly own as well as through a variety of joint ventures and other entities.

STRATEGY

Our overall strategic vision is to consistently deliver industry-leading total stockholder returns over the long-term through a focus on these key elements:

•continue to build strong brands people love with advantaged routes to market;

•build a culture that is consumer-obsessed and leverages robust innovation capabilities to stay on the forefront of consumer trends;

•deploy capital in line with disciplined and balanced priorities;

•empower the whole enterprise to achieve best-in-class operational efficiency; and

•deliver on impactful environmental, social, and governance initiatives that we believe are not only good business, but also good for the world.

We will continue to strive for success by ensuring consumer-led decision making drives all aspects of our business; building a strong talent pipeline with best-in-class people development; investing in infrastructure that supports and enables our business, including data systems and architecture; and exemplifying intentional and proactive fiscal management. We place focus on positioning our portfolio on higher-margin, higher-growth categories of the beverage alcohol industry to align with our strategy to address consumer-led premiumization, product, and purchasing trends, which we anticipate will continue to drive stronger growth rates relative to the industry. To capitalize on these ongoing trends and evolving consumer occasions and preferences, we will continue to employ our commercial and operational strategies, with a focus on capturing additional growth opportunities by winning with more consumers across more occasions. The strategic priorities to support our next phase of growth are organized around three distinct pillars:

Sustaining growth across our scaled brands

Reduce distribution gaps, invest in and optimize marketing and brand activation, leverage price-pack architecture and revenue growth management initiatives, and expand brand relevance across occasions


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Scaling our next wave brands

Expand distribution, make disciplined marketing investments, and build awareness by leveraging our brand-building, commercial execution, and distribution capabilities to scale our brands and capture growth opportunities

Diversifying with discipline into new growth segments

Invest behind organic growth opportunities for our existing portfolio, supplemented by targeted investments and acquisitions, including by selectively expanding into new consumer demand spaces aimed at sustainable consumer trends

Underpinning all three growth pillars are our consumer insights capabilities, which we intend to continue to strengthen through our ongoing digital acceleration initiatives aimed at driving results by enhancing our technology, data, and digital capabilities in key areas. We believe advancing these capabilities will enable us to operate with greater speed and agility, deepen our understanding of evolving consumer behaviors and occasions, and make more informed decisions across our business. Additionally, we believe our continued focus on maintaining a strong balance sheet provides a solid financial foundation to support our broader strategic initiatives.

Our business strategy for the Beer segment focuses on upholding our leadership position in the U.S. beer market, including as a leader in the high-end segment, and continuing to seek to grow our high-end imported beer brands through maintenance of leading margins, enhancements to our results of operations and operating cash flow, and exploring new avenues for growth. Additionally, we continue to invest in the next phase of modular capacity additions necessary to support our anticipated future growth with activities under our Brewery Projects. We now expect commercial production at the Veracruz Brewery to commence at the beginning of Fiscal 2028.

Our business strategy for the Wine and Spirits segment continues to focus on delivering long-term growth. With our portfolio of exclusively higher-end brands and our continued focus on operational efficiencies, we remain committed to improving margins and driving growth. We intend to expand our brands across U.S. wholesale, international markets, and DTC channels (including hospitality) to maximize our total addressable market opportunity by leveraging our global, omni-channel capabilities.

Marketing, sales, and distribution of our products are primarily managed on a geographic basis allowing us to leverage leading market positions. In addition, market dynamics and consumer trends vary across each of our markets. Within our primary market in the U.S., we offer a range of beverage alcohol products across the imported beer, ABA, and branded wine and spirits categories, with generally separate distribution networks utilized for (i) our beer portfolio and (ii) our wine and spirits portfolio. The environment for our products is competitive in each of our markets.

We remain committed to our long-term financial model of: growing sales, expanding margins, and increasing cash flow in order to continue to achieve comparable earnings per share growth as well as our target ratios for (i) comparable net leverage and (ii) dividend payout; investing to support the growth of our business; and delivering additional returns to stockholders through periodic share repurchases. Our results of operations and financial condition have been and may continue to be affected by the dynamic and evolving consumer environment largely driven by ongoing economic uncertainty and additional headwinds from other socioeconomic factors. These factors impacting consumers may include subdued spend, depressed sentiment, value-seeking behaviors, higher prices and reductions in the discretionary income available to purchase our products, including from increased fuel prices, elevated unemployment, inflation, other unfavorable global and regional economic conditions, demographic trends in the U.S., global supply chain disruptions and constraints, geopolitical events and tensions, wars, and military conflicts, including the conflict in the Middle East.

Developments in international trade relations, including significant additional changes in U.S. trade policy and actions which may include threatened, new, and increased tariffs imposed by the U.S. government on other countries, retaliatory tariffs and actions imposed on certain U.S. goods, and subsequent modifications and delays to or invalidation of various tariffs as well as associated litigation and developments have produced heightened uncertainty


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with respect to trade and tariff policies and regulations affecting trade between the U.S. and other countries, which could continue to alter the global trade environment. For example, the U.S. government has imposed tariffs on certain product imports, including on aluminum and aluminum derivatives, and certain other countries have implemented tariffs and other actions on U.S. goods, such as boycotts and tariffs on certain product imports originating from the U.S. imposed by the Canadian federal and some provincial governments and retaliatory tariffs in other international markets, although some of these tariffs were subsequently modified, delayed, suspended, or invalidated. Various tariffs and other actions negatively impacted our results of operations for Fiscal 2026 and are expected to continue to have a negative impact for Fiscal 2027. In April 2026, the U.S. government removed beer made from malt, which includes our beer products, from the scope of the Section 232 aluminum and aluminum derivative tariffs that had been in place at various rates since February 2025.

We expect some or all of these market conditions and their impacts to continue during the remainder of Fiscal 2027 which could have a material impact on our results of operations and financial condition. We intend to continue to monitor the dynamic and evolving consumer and socioeconomic environments and their impacts on our business. In addition, we have executed the majority of the work associated with the 2025 Restructuring Initiative, which 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. We also intend to continue our commodity and foreign exchange hedging programs. However, there can be no assurance that we will be able to adequately respond to softer consumer demand trends or fully mitigate rising costs, including as a result of new or increased tariffs, through increased selling prices, cost, productivity, efficiency, and inventory management initiatives, optimized marketing plans, and/or our commodity and foreign exchange hedging programs. Furthermore, to the extent severe weather events that impact our business, such as wildfires, droughts, floods, extreme heat, and/or late frosts, or other weather conditions that constrain purchasing occasions for our consumers, continue to occur or accelerate in future periods, it could have a material impact on our results of operations and financial condition.

2025 Restructuring Initiative

We have implemented the 2025 Restructuring Initiative which is expected to yield over $200 million in net annualized cost savings by Fiscal 2028. The majority of the work associated with the 2025 Restructuring Initiative was executed within Fiscal 2026. The 2025 Restructuring Initiative is estimated to result in nearly $130 million of cumulative pre-tax costs once all phases are fully implemented. In connection with the 2025 Restructuring Initiative, we recognized $5.5 million of pre-tax restructuring costs in Six Months 2027 and $127.4 million of cumulative pre-tax costs since the inception of this initiative. These costs were included in selling, general, and administrative costs within our consolidated results. For additional information on the 2025 Restructuring Initiative, refer to Note 2.

Recent Development

SpikedAde acquisition

In October 2026, we acquired the SpikedAde business, a spirit-based RTD beverage brand for an initial purchase price of $75 million. The agreement also provides for contingent consideration of up to $278 million payable over five years based on the future performance of the SpikedAde business. The SpikedAde results of operations will be reported in the Beer segment and will be included in our consolidated results of operations from the date of acquisition. This transaction supports our strategy to selectively expand into new demand spaces aimed at sustainable consumer trends. For additional information, refer to Note 6.


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Acquisitions, Divestitures, and Investments

Beer segment

HOPWTR

In April 2026, we purchased the remaining ownership interest in HOPWTR, a premium non-alcoholic brand crafted with hops, adaptogens, and nootropics, which has been a part of our corporate ventures portfolio since 2021. This acquisition supports our strategic focus on meeting the evolving needs of our consumers.

Wine and Spirits segment

New Zealand Wine Divestitures

In June 2026, we sold eight small-scale domestic-market New Zealand mainstream wine brands and associated inventory, equipment, a winery, and vineyards. The net cash proceeds from this transaction were used for general corporate purposes.

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 then-owned mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities. We received $846.5 million of cash proceeds, which were used for the repayment of debt.

These Wine and Spirits segment divestitures support our strategic focus on consumer-led premiumization trends and meeting the evolving needs of our consumers.

Corporate Operations and Other segment

Corporate ventures investment

As of August 31, 2025, we evaluated an equity method investment, made through our corporate venture capital function, and determined there was an other-than-temporary impairment due to business underperformance.

For additional information on these acquisitions, divestitures, and investments refer to Notes 5 and 6.

RESULTS OF OPERATIONS

Financial Highlights

References to organic throughout the following discussion exclude the impact of the 2025 Wine Divestitures, where appropriate.

Second Quarter 2027 compared to Second Quarter 2026

Net sales increased 6% primarily driven by 5.5% and 15.4% shipment volume growth within the Beer and Wine and Spirits segments, respectively. While our net sales benefited from shipment volume growth, we believe they continued to be impacted by the economic uncertainty and socioeconomic factors discussed above.

Operating income decreased 8% primarily due to (i) Second Quarter 2027 asset impairment and related expenses, (ii) higher marketing spend, and (iii) unfavorable short-term incentive accruals, partially offset by (i) the shipment volume growth, (ii) lower tariff costs as compared to Second Quarter 2026, and (iii) continued successful execution of efficiency and cost optimization initiatives, including the 2025 Restructuring Initiative.

Net income attributable to CBI and diluted net income per common share attributable to CBI increased 21% and 25%, respectively, primarily due to a lower provision for income taxes, partially offset by the items discussed above.


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Six Months 2027 compared to Six Months 2026

Net sales increased 1% primarily due to 3.7% shipment volume growth within the Beer segment, partially offset by the loss of net sales as a result of the 2025 Wine Divestitures despite 11.5% organic shipment volume growth within the Wine and Spirits segment. While our net sales benefited from shipment volume growth, we believe they continued to be impacted by the economic uncertainty and socioeconomic factors discussed above.

Operating income increased 4% primarily due to (i) shipment volume growth within the Beer segment, (ii) favorable Comparable Adjustments led by higher net gains recognized on undesignated commodity derivative contracts for Six Months 2027 compared with Six Months 2026, (iii) lower tariff costs as compared to Six Months 2026, and (iv) continued successful execution of efficiency and cost optimization initiatives, including the 2025 Restructuring Initiative, partially offset by (i) higher marketing spend and (ii) the lower Wine and Spirits segment net sales as a result of the 2025 Wine Divestitures.

Net income attributable to CBI and diluted net income per common share attributable to CBI increased 24% and 28%, respectively, primarily due to a lower provision for income taxes and the items discussed above.

Comparable Adjustments

Management excludes items that affect comparability 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.

As more fully described herein and in the related Notes, the Comparable Adjustments that impacted comparability in our segment results for each period are as follows:


	Second Quarter 2027		Second Quarter 2026		Six Months 2027		Six Months 2026
(in millions)
Cost of product sold
Settlements of undesignated commodity derivative contracts	$	(14.8)			$	4.2		$	(24.2)	$	6.7
Strategic business reconfiguration costs	(3.7)			(1.2)			(4.3)		(1.6)
Flow through of inventory step-up	(0.1)			(0.8)			(1.1)		(1.7)
Net gain (loss) on undesignated commodity derivative contracts	3.4			13.0			52.7		(4.7)



Comparable Adjustments, Cost of product sold	(15.2)			15.2			23.1		(1.3)
Selling, general, and administrative expenses
Strategic business reconfiguration costs	(14.2)			—			(13.9)		(5.2)
2025 Restructuring Initiative	(4.9)			(8.3)			(5.5)		(21.6)
Transition services agreements activity	(4.6)			(10.0)			(9.7)		(15.5)

Gain (loss) on sale of business	(1.8)			(14.9)			(4.3)		(16.3)

Other gains (losses)	(1.1)			5.8			(2.1)		3.7
Comparable Adjustments, Selling, general, and administrative expenses	(26.6)			(27.4)			(35.5)		(54.9)


Asset impairment and related expenses	(49.8)			—			(68.1)		(52.1)

Comparable Adjustments, Operating income (loss)	$	(91.6)			$	(12.2)		$	(80.5)	$	(108.3)

Comparable Adjustments, Income (loss) from unconsolidated investments	$	—			$	(10.1)		$	—	$	(10.1)


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Cost of product sold

Undesignated commodity derivative contracts

Net gain (loss) on undesignated commodity derivative contracts represents a net gain (loss) from the changes in fair value of undesignated commodity derivative contracts. The net gain (loss) is reported outside of segment operating results until such time that the underlying exposure is recognized in the segment operating results. At settlement, the net gain (loss) from the changes in fair value of the undesignated commodity derivative contracts is reported in the appropriate operating segment, allowing the results of our operating segments to reflect the economic effects of the commodity derivative contracts without the resulting unrealized mark to fair value volatility.

Strategic business reconfiguration costs

We recognized costs primarily in connection with losses on write-downs of excess inventory resulting from our initiatives to streamline operations, improve efficiencies, and reduce our cost structure primarily within our Wine and Spirits segment.

Flow through of inventory step-up

In connection with acquisitions, the allocation of purchase price in excess of book value for certain inventories on hand at the date of acquisition is referred to as inventory step-up. Inventory step-up represents an assumed manufacturing profit attributable to the acquired business prior to acquisition.

Selling, general, and administrative expenses

Strategic business reconfiguration costs

We recognized (i) costs in connection with activities intended to streamline operations, improve efficiencies, and reduce our cost structure and (ii) a loss on settlement of a receivable related to the sale of a previously-owned facility (Second Quarter 2027, Six Months 2027).

2025 Restructuring Initiative

We recognized costs in connection with an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business.

Transition services agreements activity

We recognized costs in connection with transition services agreements related to the previous sales of portions of our wine and spirits business.

Gain (loss) on sale of business

We recognized a net gain (loss) largely in connection with the 2025 Wine Divestitures (Second Quarter 2026, Six Months 2027, Six Months 2026).

Other gains (losses)

We recognized other gains (losses) largely due to a net gain from the sales of assets (Second Quarter 2026, Six Months 2026).

Asset impairment and related expenses

We recognized (i) impairments on assets held for sale associated with management’s plan to divest the Nelson’s Green Brier business (Second Quarter 2027, Six Months 2027) and on then-existing net assets held for sale in connection with the New Zealand Wine Divestitures (Six Months 2027) and (ii) contract liabilities and inventory obsolescence expenses associated with the 2025 Wine Divestitures, partially offset by changes in the carrying value of those then-existing net assets held for sale (Six Months 2026). For additional information, refer to Note 5.

Income (loss) from unconsolidated investments

We recognized (i) unrealized net losses from the changes in fair value of our securities measured at fair value (Second Quarter 2026, Six Months 2026), (ii) other losses related to an investment made through our corporate venture capital


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function (Second Quarter 2026, Six Months 2026), and (iii) an impairment of an equity method investment (Second Quarter 2026, Six Months 2026).

Business Segments

Second Quarter 2027 compared to Second Quarter 2026

Net sales


	Second Quarter 2027		Second Quarter 2026		Dollar Change		Percent Change
(in millions)
Beer	$	2,473.6			$	2,345.0		$	128.6		5	%
Wine and Spirits	159.4			136.0			23.4		17	%
Consolidated net sales	$	2,633.0			$	2,481.0		$	152.0		6	%


$\"beer.jpg\"$	Beer segment	Second Quarter 2027	Second Quarter 2026		Dollar Change		Percent Change
(in millions, branded product, 24-pack, 12-ounce case equivalents)
Net sales	$	2,473.6		$	2,345.0			$	128.6	5	%

Shipments	123.9		117.4					5.5	%

Depletions						(0.6	%)

The increase in Beer net sales is due to (i) $130.2 million of shipment volume growth, as distributors sought to rebuild inventory days-on-hand and (ii) $12.8 million of favorable impact from pricing in select markets, partially offset by $14.4 million of unfavorable product mix primarily from a shift in package types.


$\"wineandspirits.jpg\"$	Wine and Spirits segment	Second Quarter 2027	Second Quarter 2026		Dollar Change		Percent Change
(in millions, branded product, 9-liter case equivalents)
Net sales	$	159.4		$	136.0			$	23.4	17	%

Shipments	1.5		1.3					15.4	%







Depletions						10.2	%

The increase in Wine and Spirits net sales is primarily due to $21.4 million of branded wine and spirits shipment volume growth and favorable product mix. The shipment volume growth benefited from strategic pricing actions taken on select brands in our U.S. wholesale channel.

Gross profit


	Second Quarter 2027		Second Quarter 2026		Dollar Change		Percent Change
(in millions)
Beer	$	1,337.7			$	1,240.0		$	97.7		8	%
Wine and Spirits	70.5			54.8			15.7		29	%
Comparable Adjustments	(15.2)			15.2			(30.4)		NM
Consolidated gross profit	$	1,393.0			$	1,310.0		$	83.0		6	%


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$\"beer.jpg\"$	The increase in Beer gross profit is due to (i) $68.8 million of shipment volume growth, (ii) $33.9 million of decreased cost of product sold, and (iii) the $12.8 million favorable impact from pricing, partially offset by $17.8 million of unfavorable product mix. The decrease in cost of product sold is primarily due to (i) $24.1 million of lower tariffs as compared to Second Quarter 2026, largely on aluminum imports under Section 232, (ii) $23.3 million of favorable fixed cost absorption related to increased production levels as compared to Second Quarter 2026, and (iii) $9.4 million of lower depreciation, partially offset by the following increases (i) $10.3 million of warehousing and obsolescence costs and (ii) $10.2 million of materials costs, including glass, aluminum, and paper.


$\"wineandspirits.jpg\"$	The increase in Wine and Spirits gross profit is primarily due to (i) $11.1 million of branded wine and spirits shipment volume growth and (ii) $7.7 million of decreased cost of product sold. The decrease in cost of product sold is largely driven by U.S. tariff claims recoveries and cost savings measures as a result of the 2025 Restructuring Initiative, partially offset by higher transportation and warehousing costs as compared to Second Quarter 2026.

Gross profit as a percent of net sales increased to 52.9% for Second Quarter 2027 compared with 52.8% for Second Quarter 2026. This increase was led by rate growth from lower cost of product sold within the Beer and Wine and Spirits segments, contributing approximately 130 basis points and approximately 30 basis points, respectively. These increases were partially offset by (i) an unfavorable change in Comparable Adjustments of 115 basis points and (ii) approximately 40 basis points of unfavorable product mix shift within the Beer segment.

Selling, general, and administrative expenses


	Second Quarter 2027		Second Quarter 2026		Dollar Change		Percent Change
(in millions)
Beer	$	373.5			$	288.4		$	85.1		30	%
Wine and Spirits	64.4			74.6			(10.2)		(14	%)
Corporate Operations and Other	73.7			45.6			28.1		62	%
Comparable Adjustments	26.6			27.4			(0.8)		NM
Consolidated selling, general, and administrative expenses	$	538.2			$	436.0		$	102.2		23	%


$\"beer.jpg\"$	The increase in Beer selling, general, and administrative expenses is primarily due to $54.5 million and $30.7 million of increased marketing spend and general and administrative expenses, respectively. Marketing as a percentage of net sales increased year-over-year in continued support of our high-end imported beer brands. The increase in general and administrative expenses is primarily due to higher compensation and benefits, led by unfavorable short-term incentive accruals as compared to Second Quarter 2026.


$\"wineandspirits.jpg\"$	The decrease in Wine and Spirits selling, general, and administrative expenses is primarily due to $5.7 million and $5.0 million of decreased marketing spend and general and administrative expenses, respectively. The decrease in marketing spend is driven by investment optimization for our smaller portfolio of exclusively higher-end wine and spirits brands. The decrease in general and administrative expenses was largely driven by cost savings measures as a result of the 2025 Restructuring Initiative.


$\"corporateandother.jpg\"$	The increase in Corporate Operations and Other selling, general, and administrative expenses is largely driven by higher compensation and benefits, led by unfavorable short-term incentive accruals, as compared to Second Quarter 2026.

Selling, general, and administrative expenses as a percent of net sales increased to 20.4% for Second Quarter 2027 as compared to 17.6% for Second Quarter 2026. This increase was driven by rate growth from higher selling, general,


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and administrative expenses within the Beer and Corporate Operations and Other segments, contributing approximately 240 basis points and 105 basis points, respectively. These increases were partially offset by lower selling, general, and administrative expenses within the Wine and Spirits segment, contributing approximately 55 basis points of rate decline.

Operating income (loss)


	Second Quarter 2027		Second Quarter 2026		Dollar Change		Percent Change
(in millions)
Beer	$	964.2			$	951.6		$	12.6		1	%
Wine and Spirits	6.1			(19.8)			25.9		131	%
Corporate Operations and Other	(73.7)			(45.6)			(28.1)		(62	%)
Comparable Adjustments	(91.6)			(12.2)			(79.4)		NM
Consolidated operating income (loss)	$	805.0			$	874.0		$	(69.0)		(8	%)


$\"beer.jpg\"$	The increase in Beer operating income is primarily attributable to the shipment volume growth, lower cost of product sold, and favorable impact from pricing, partially offset by the higher marketing spend and compensation and benefits, led by unfavorable short-term incentive accruals, as described above.


$\"wineandspirits.jpg\"$	The increase in Wine and Spirits operating income is primarily attributable to the shipment volume growth, U.S. tariff claims recoveries, and cost savings measures as a result of the 2025 Restructuring Initiative, as described above.


$\"corporateandother.jpg\"$	As previously discussed, the increase in Corporate Operations and Other operating loss is largely attributable to the higher compensation and benefits as compared to Second Quarter 2026.

Income (loss) from unconsolidated investments


	Second Quarter 2027		Second Quarter 2026		Dollar Change		Percent Change
(in millions)
Equity in earnings (losses) from equity method investees	$	7.0			$	3.0		$	4.0		133	%
Impairment of equity method investments	—			(1.5)			1.5		NM
Unrealized net gain (loss) on securities measured at fair value	0.8			(5.0)			5.8		116	%

Income (loss) from unconsolidated investments	$	7.8			$	(3.5)		$	11.3		NM

Interest expense, net

Interest expense, net decreased to $83.4 million for Second Quarter 2027 as compared to $87.6 million for Second Quarter 2026. This decrease of $4.2 million, or 5%, is due to approximately $235 million of lower average borrowings, partially offset by approximately five basis points of higher weighted average interest rates. For additional information, refer to Note 8.

(Provision for) benefit from income taxes

The provision for income taxes decreased to $147.1 million for Second Quarter 2027 from $296.8 million for Second Quarter 2026. Our effective tax rate for Second Quarter 2027 was 20.2% as compared with 37.9% for Second Quarter


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2026. In comparison to prior year, our effective tax rate was primarily impacted by a net income tax benefit resulting from changes to valuation allowances; partially offset by the resolution of various tax examinations and assessments related to prior periods. For additional information, refer to Note 9.

Net income (loss) attributable to CBI

Net income attributable to CBI increased to $565.8 million for Second Quarter 2027 from $466.0 million for Second Quarter 2026. This increase of $99.8 million, or 21%, is primarily attributable to the (i) lower provision for income taxes and (ii) shipment volume growth, partially offset by (i) Second Quarter 2027 asset impairment and related expenses, (ii) higher marketing spend, and (iii) unfavorable short-term incentive accruals. Additionally, Second Quarter 2027 benefited from the continued successful execution of efficiency and cost optimization initiatives, including the 2025 Restructuring Initiative.

Six Months 2027 compared to Six Months 2026

Net sales


	Six Months 2027		Six Months 2026		Dollar Change	Percent Change
(in millions)
Beer	$	4,757.1		$	4,579.5	$	177.6		4	%
Wine and Spirits	308.6		416.5		(107.9)		(26	%)

Consolidated net sales	$	5,065.7		$	4,996.0	$	69.7		1	%


$\"25_Cbrands_Workiva_Icons_Finals-04$	Beer segment	Six Months 2027		Six Months 2026		Dollar Change		Percent Change
(in millions, branded product, 24-pack, 12-ounce case equivalents)
Net sales	$	4,757.1		$	4,579.5		$	177.6	4%

Shipments	237.2		228.7				3.7%

Depletions							(0.5%)

The increase in Beer net sales is due to (i) $170.9 million of shipment volume growth, as distributors sought to rebuild inventory days-on-hand, and (ii) $30.7 million of favorable impact from pricing in select markets, partially offset by $24.0 million of unfavorable product mix primarily from a shift in package types. Additionally, we expect shipment volume to generally align with depletion volume for Fiscal 2027.


$\"wineandspirits.jpg\"$	Wine and Spirits segment	Six Months 2027	Six Months 2026		Dollar Change		Percent Change
(in millions, branded product, 9-liter case equivalents)
Net sales	$	308.6	$	416.5			$	(107.9)		(26	%)

Shipments	2.9		5.2					(44.2	%)
Organic shipments (1)	2.9		2.6					11.5	%


Depletions (1)						8.7	%

(1)Includes adjustments to remove volumes associated with the 2025 Wine Divestitures for the period March 1, 2025, through May 31, 2025.


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The decrease in Wine and Spirits net sales is due to $142.0 million from the 2025 Wine Divestitures that are no longer part of our business, partially offset by a $34.1 million increase in organic net sales. The increase in organic net sales is primarily driven by $38.0 million of branded wine and spirits shipment volume growth, which benefited from strategic pricing actions on select brands in our U.S. wholesale channel, partially offset by a decline in non-branded bulk sales. Additionally, we expect shipment volume to decline during the second half of Fiscal 2027 as we continue to progress against mutually agreed-upon finished goods inventory reductions with key distributors.

Gross profit


	Six Months 2027		Six Months 2026		Dollar Change		Percent Change
(in millions)
Beer	$	2,555.9			$	2,427.0		$	128.9		5	%
Wine and Spirits	134.6			150.9			(16.3)		(11	%)
Comparable Adjustments	23.1			(1.3)			24.4		NM
Consolidated gross profit	$	2,713.6			$	2,576.6		$	137.0		5	%


$\"beer.jpg\"$	The increase in Beer gross profit is primarily due to (i) a $90.7 million increase in shipment volume, (ii) $35.7 million of reduced cost of product sold, and (iii) the $30.7 million of favorable impact from pricing, partially offset by $28.2 million of unfavorable product mix. The reduced cost of product sold is primarily due to (i) $56.4 million of favorable fixed cost absorption related to increased production levels as compared to Six Months 2026, (ii) $14.4 million of lower depreciation, and (iii) $8.2 million of lower tariffs as compared to Six Months 2026, largely on aluminum imports under Section 232, partially offset by (i) $22.6 million of higher material costs, including glass, aluminum, paper, and starch, and (ii) $18.0 million of higher warehousing and obsolescence costs.


$\"wineandspirits.jpg\"$	The decrease in Wine and Spirits gross profit is due to $34.1 million from the 2025 Wine Divestitures that is no longer part of our business, partially offset by a $17.8 million increase in organic gross profit. The increase in organic gross profit is primarily attributable to (i) a $25.3 million increase in branded wine and spirits shipment volume and (ii) a $10.0 million decrease in cost of product sold, partially offset by (i) $11.9 million of unfavorable product mix and (ii) a $5.7 million decrease from strategic pricing actions. The decrease in cost of product sold is largely driven by U.S. tariff claims recoveries and cost savings measures as a result of the 2025 Restructuring Initiative, partially offset by higher transportation and warehousing costs as compared to Six Months 2026.

Gross profit as a percent of net sales increased to 53.6% for Six Months 2027 compared with 51.6% for Six Months 2026. This increase was primarily due to rate growth from (i) divestitures of lower-margin brands, contributing approximately 80 basis points, (ii) 70 basis points and 20 basis points from lower cost of product sold within the Beer and Wine and Spirits segments, respectively, (iii) a favorable change in Comparable Adjustments, contributing approximately 50 basis points, and (iv) approximately 30 basis points of favorable impact from beer pricing. These increases were partially offset by approximately 30 basis points of rate decline from unfavorable product mix shift within both the Beer and Wine and Spirits segments, respectively.


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Selling, general, and administrative expenses


	Six Months 2027		Six Months 2026		Dollar Change		Percent Change
(in millions)
Beer	$	700.3			$	602.0		$	98.3		16	%
Wine and Spirits	129.6			176.7			(47.1)		(27	%)
Corporate Operations and Other	129.8			103.1			26.7		26	%
Comparable Adjustments	35.5			54.9			(19.4)		NM
Consolidated selling, general, and administrative expenses	$	995.2			$	936.7		$	58.5		6	%


$\"beer.jpg\"$	The increase in Beer selling, general, and administrative expenses is primarily driven by $59.7 million and $38.8 million of increased marketing spend and general and administrative expenses, respectively. Marketing as a percentage of net sales increased year-over-year in continued support of our high-end imported beer brands. The increase in general and administrative expenses is primarily due to higher compensation and benefits, led by unfavorable short-term incentive accruals as compared to Six Months 2026.


$\"wineandspirits.jpg\"$	The decrease in Wine and Spirits selling, general, and administrative expenses is primarily driven by $24.2 million and $22.2 million of decreased marketing spend and general and administrative expenses, respectively. The decrease in marketing spend is primarily driven by our smaller portfolio of exclusively higher-end wine and spirits brands. The decrease in general and administrative expenses is largely driven by cost savings measures as a result of the 2025 Restructuring Initiative.


$\"corporateandother.jpg\"$	The increase in Corporate Operations and Other selling, general, and administrative expenses is largely due to higher compensation and benefits, led by unfavorable short-term incentive accruals compared to Six Months 2026.

Selling, general, and administrative expenses as a percent of net sales increased to 19.6% for Six Months 2027 as compared with 18.7% for Six Months 2026. The increase is primarily driven by (i) 125 basis points and approximately 50 basis points of rate growth from higher selling, general, and administrative expenses within the Beer and Corporate Operations and Other segments, respectively, and (ii) approximately 50 basis points of unfavorable impact from the 2025 Wine Divestitures. These increases were partially offset by (i) approximately 100 basis points of rate decline from decreases in selling, general, and administrative expenses within the Wine and Spirits segment and (ii) an unfavorable change in Comparable Adjustments, contributing approximately 40 basis points of rate decline.

Operating income (loss)


	Six Months 2027		Six Months 2026		Dollar Change		Percent Change
(in millions)
Beer	$	1,855.6			$	1,825.0		$	30.6		2	%
Wine and Spirits	5.0			(25.8)			30.8		119	%
Corporate Operations and Other	(129.8)			(103.1)			(26.7)		(26	%)
Comparable Adjustments	(80.5)			(108.3)			27.8		NM
Consolidated operating income (loss)	$	1,650.3			$	1,587.8		$	62.5		4	%


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$\"beer.jpg\"$	The increase in Beer operating income is primarily attributable to the shipment volume growth and lower cost of product sold, partially offset by the higher marketing spend and compensation and benefits, led by unfavorable short-term incentive accruals, as described above.


$\"wineandspirits.jpg\"$	The increase in Wine and Spirits operating income is primarily attributable to (i) the organic branded wine and spirits shipment volume growth, (ii) lower marketing spend, (iii) cost savings measures as a result of the 2025 Restructuring Initiative, and (iv) U.S. tariff claims recoveries, partially offset by the loss of net sales as a result of the 2025 Wine Divestitures, as described above.


$\"corporateandother.jpg\"$	As previously discussed, the increase in Corporate Operations and Other operating loss is largely due to the higher compensation and benefits as compared to Six Months 2026.

Income (loss) from unconsolidated investments


	Six Months 2027		Six Months 2026		Dollar Change		Percent Change
(in millions)
Equity in earnings (losses) from equity method investees	$	7.5			$	(0.5)		$	8.0		NM
Impairment of equity method investments	—			(1.5)			1.5		NM
Unrealized net gain (loss) on securities measured at fair value	0.8			(5.0)			5.8		116	%

Income (loss) from unconsolidated investments	$	8.3			$	(7.0)		$	15.3		219	%

Interest expense, net

Interest expense, net decreased to $169.2 million for Six Months 2027 as compared to $186.5 million for Six Months 2026. This decrease of $17.3 million, or 9%, is primarily due to approximately $570 million of lower average borrowings. For additional information, refer to Note 8.

(Provision for) benefit from income taxes

The provision for income taxes decreased to $235.2 million for Six Months 2027 from $384.4 million for Six Months 2026. Our effective tax rate for Six Months 2027 was 15.8% as compared with 27.6% for Six Months 2026. In comparison to prior year, our effective tax rate was primarily impacted by a net income tax benefit resulting from changes to valuation allowances; partially offset by the resolution of various tax examinations and assessments related to prior periods.

We now expect our reported effective tax rate for Fiscal 2027 to be in the range of 11% to 13%. This range includes an estimated income tax benefit of approximately $100 million to $150 million to be recognized during the three months ending November 30, 2026, as a result of certain foreign tax reform enacted in September 2026.

For additional information, refer to Note 9.

Net income (loss) attributable to CBI

Net income attributable to CBI increased to $1,219.6 million for Six Months 2027 from $982.1 million for Six Months 2026. This increase of $237.5 million, or 24%, is primarily attributable to the (i) lower provision for income taxes, (ii) shipment volume growth within the Beer segment, (iii) organic shipment volume growth within the Wine and Spirits segment, and (iv) lower cost of product sold, partially offset by (i) higher marketing spend, (ii) the loss of net sales as a result of the 2025 Wine Divestitures, and (iii) unfavorable short-term incentive accruals. Additionally, Six Months 2027


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benefited from the continued successful execution of efficiency and cost optimization initiatives, including the 2025 Restructuring Initiative.

LIQUIDITY AND CAPITAL RESOURCES

General

Our primary source of liquidity has been cash flow from operating activities. Our ability to consistently generate robust cash flow from our operations is one of our most significant financial strengths. It enables us to invest in our people and our brands, make capital investments and strategic acquisitions, provide a cash dividend program, and repurchase shares of our common stock. Our largest use of cash in our operations is for purchasing and carrying inventories and carrying seasonal accounts receivable. Historically, we have used this cash flow to repay our short-term borrowings and fund capital expenditures. Additionally, we use our short-term borrowings, including borrowings under our commercial paper program, to support our working capital requirements, capital expenditures, and other general corporate purposes, as well as to maintain our access to the capital markets.

We seek to maintain adequate liquidity to meet working capital requirements, fund capital expenditures, and repay scheduled principal and interest payments on debt. Absent deterioration of market conditions, we believe that cash flows from operating and financing activities will provide adequate resources to satisfy our working capital, scheduled principal and interest payments on debt, anticipated dividend payments, periodic share repurchases, and planned capital expenditure requirements for both our short-term and long-term capital needs.

We have an agreement with a financial institution for payment services and to facilitate a voluntary supply chain finance program through this participating financial institution. The program is available to certain of our suppliers allowing them the option to manage their cash flow. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program. Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. As of August 31, 2026, and February 28, 2026, the amount payable to this participating financial institution for suppliers who voluntarily participate in the supply chain finance program was $61.7 million and $50.7 million, respectively, and was included with accounts payable on our consolidated balance sheets. We account for payments made under the supply chain finance program the same as our other accounts payable, as a reduction to our cash flow from operating activities.

Cash Flows


	Six Months 2027		Six Months 2026		Dollar Change
(in millions)
Net cash provided by (used in):
Operating activities	$	1,478.6			$	1,489.3		$	(10.7)
Investing activities	(350.4)			464.8			(815.2)
Financing activities	(1,131.5)			(1,953.1)			821.6
Effect of exchange rate changes on cash and cash equivalents	(0.6)			2.9			(3.5)
Net increase (decrease) in cash and cash equivalents	$	(3.9)			$	3.9		$	(7.8)


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Operating activities

The decrease in net cash provided by (used in) operating activities consists of:


	Six Months 2027		Six Months 2026		Dollar Change
(in millions)
Net income (loss)	$	1,254.2			$	1,009.9		$	244.3

Deferred tax provision (benefit)	26.8			277.6			(250.8)
Depreciation	194.4			207.9			(13.5)
Stock-based compensation	34.9			32.1			2.8
Noncash lease expense	67.0			62.6			4.4

Asset impairment and related expenses	68.1			52.1			16.0




Other non-cash adjustments	12.4			(65.6)			78.0
Change in operating assets and liabilities, net of effects from purchase and sale of business	(179.2)			(87.3)			(91.9)
Net cash provided by (used in) operating activities	$	1,478.6			$	1,489.3		$	(10.7)

The $91.9 million net change in operating assets and liabilities was largely driven by lower accounts receivable for the Wine and Spirits segment due to lower net sales, reflecting the impact of the 2025 Wine Divestitures, partially offset by (i) higher accounts receivable for the Beer segment as a result of timing of sales and collections and (ii) favorable changes in contract liabilities in connection with distribution arrangements for our U.S. wine and spirits brand portfolio. Additionally, net cash provided by operating activities was negatively impacted by higher Six Months 2027 income tax payments as compared to Six Months 2026.

Investing activities

Net cash provided by (used in) investing activities decreased to $(350.4) million for Six Months 2027 from $464.8 million for Six Months 2026. This decrease of $815.2 million, or 175%, was primarily due to $837.2 million lower proceeds from sale of business, driven by the 2025 Wine Divestitures, partially offset by $56.0 million of reduced capital expenditures for Six Months 2027 as compared to Six Months 2026.

Financing activities

The decrease in net cash used in financing activities consisted of:


	Six Months 2027		Six Months 2026		Dollar Change
(in millions)
Net proceeds from (payments of) debt, current and long-term, and related activities	$	(261.0)			$	(962.6)		$	701.6
Dividends paid	(353.8)			(361.1)			7.3
Purchases of treasury stock and payment of related excise tax	(463.5)			(613.9)			150.4
Net cash provided by (used in) stock-based compensation activities	(2.9)			3.5			(6.4)
Distributions to noncontrolling interests	(50.0)			(17.5)			(32.5)
Payment of contingent consideration	(0.3)			(1.5)			1.2

Net cash provided by (used in) financing activities	$	(1,131.5)			$	(1,953.1)		$	821.6


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Debt

Total debt outstanding as of August 31, 2026, amounted to $10,315.7 million, a decrease of $252.8 million, or 2%, from February 28, 2026. This decrease consisted of:

$\"3743\"$

Debt issuance

Debt repayment and redemption

Bank facilities

In September 2026, we entered into the 2026 Term Credit Agreement, which provides for a nine-month delayed draw $300.0 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. There are no borrowings outstanding under the 2026 Term Credit Agreement.

Senior notes

Issuance

In May 2026, we issued the 4.85% May 2026 Senior Notes. Proceeds from this offering, net of discount and debt issuance costs, were $496.7 million.

Redemption

On September 18, 2026, we redeemed the 4.35% May 2022 Senior Notes prior to maturity using commercial paper borrowings at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest.

On May 18, 2026, we redeemed the 3.70% December 2016 Senior Notes prior to maturity using proceeds from the 4.85% May 2026 Senior Notes and commercial paper borrowings at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest.

General

The majority of our outstanding borrowings as of August 31, 2026, consisted of fixed-rate senior unsecured notes, with maturities ranging from calendar 2027 to calendar 2050.

Additionally, 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.

We do not have purchase commitments from buyers for our commercial paper and, therefore, our ability to issue commercial paper is subject to market demand. If the commercial paper market is not available to us for any reason when commercial paper borrowings mature, we expect to utilize unused commitments under our revolving credit


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facility under our 2025 Credit Agreement to repay commercial paper borrowings. We do not expect that fluctuations in demand for commercial paper will affect our liquidity given our borrowing capacity available under our revolving credit facility.

We had the following remaining borrowing capacity available under our 2025 Credit Agreement:


	August 31, 2026		September 30, 2026
(in millions)
Revolving credit facility (1)	$	2,122.6		$	1,632.1

(1)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under our 2025 Credit Agreement and outstanding borrowings under our commercial paper program (excluding unamortized discount) of $116.5 million and $607.0 million as of August 31, 2026, and September 30, 2026, respectively.

The financial institutions participating in our 2025 Credit Agreement have complied with prior funding requests and we believe they will comply with any future funding requests. However, there can be no assurances that any particular financial institution will continue to do so.

As of August 31, 2026, we and our subsidiaries were subject to covenants that are contained in our 2025 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, both as defined in our 2025 Credit Agreement. As of August 31, 2026, under our 2025 Credit Agreement, the minimum interest coverage ratio was 2.5x and the maximum net leverage ratio was 4.0x.

Our indentures relating to our outstanding senior notes contain certain covenants, including, but not limited to: (i) a limitation on liens on certain assets, (ii) a limitation on certain sale and leaseback transactions, and (iii) restrictions on mergers, consolidations, and the transfer of all or substantially all of our assets to another person.

As of August 31, 2026, we were in compliance with our covenants under our 2025 Credit Agreement and our indentures, and have met all debt payment obligations.

For further discussion and presentation of our borrowings and available sources of borrowing, refer to Note 13 of our consolidated financial statements included in our 2026 Annual Report and Note 8.

Common Stock Dividends

On October 6, 2026, our Board of Directors declared a quarterly cash dividend of $1.03 per share of Class A Stock and $0.93 per share of Class 1 Stock payable on November 13, 2026, to stockholders of record of each class as of the close of business on October 30, 2026.

We currently expect to continue to pay a regular quarterly cash dividend to stockholders of our common stock in the future, but such payments are subject to approval of our Board of Directors and are dependent upon our financial condition, results of operations, capital requirements, and other factors, including those set forth under Item 1A. “Risk Factors” of our 2026 Annual Report.


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Share Repurchase Program

Our Board of Directors authorized the repurchase of our publicly traded common stock of up to $4.0 billion under the 2025 Authorization which expires in February 2028. As of September 30, 2026, total shares repurchased are 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		$	1,453.8	9,429,144

(1)As of September 30, 2026, $2,546.2 million remains available for future share repurchases, excluding the impact of Federal excise tax owed pursuant to the IRA.

Share repurchases under the 2025 Authorization may be accomplished at management’s discretion from time-to-time based on market conditions, our cash and debt position, and other factors as determined by management. Shares may be repurchased through open market or privately negotiated transactions. We may fund future share repurchases with cash generated from operations, proceeds from borrowings, and/or divestiture proceeds. Any repurchased shares will become treasury shares, including shares previously repurchased under the 2025 Authorization. Additionally, share repurchases are dependent upon our financial condition, results of operations, capital requirements, and other factors, including those set forth under Item 1A. “Risk Factors” of our 2026 Annual Report.

For additional information, refer to Note 18 of our consolidated financial statements included in our 2026 Annual Report and Note 10.

Accounting Guidance

Accounting guidance adopted for Six Months 2027 did not have a material impact on our Financial Statements.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements, including without limitation:

•The statements under MD&A regarding:

◦our business strategy, including our strategic vision, growth plans, priorities, and pillars, consumer insight capabilities, digital acceleration initiatives, and focus on maintaining a strong balance sheet;

◦our focus on upholding our leadership position in the U.S. beer market, growing our high-end imported beer brands through maintenance of leading margins, enhancing our results of operations and operating cash flow, and exploring new avenues for growth;

◦our repositioned wine and spirits portfolio that we believe is positioned for long-term growth, focus on operational efficiencies and tactical measures, and commitment to improving margins, increasing distribution for key brands, and optimizing growth, as well as expanding our supply channels to maximize our total addressable market opportunity;

◦our beer modular capacity addition activities, including anticipated scope, capacity, costs, capital expenditures, and timeframes for completion, and associated opportunities, including expected timing for commencing commercial production at the Veracruz Brewery;


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◦our innovation, marketing, sales, production, and distribution plans, activities, and strategies, access to and availability of resources and production materials, impacts of government regulations, environmental sustainability, CSR, and human capital strategies, commitments, and aspirations;

◦our long-term financial model, target comparable net leverage and target dividend payout ratios, future operations, financial condition and position, net sales, expenses, hedging programs, cost savings, restructuring, and efficiency initiatives, capital expenditures, effective tax rates and anticipated tax liabilities, expected volume, inventory, supply and demand levels, balance, and trends, access to capital markets, liquidity and capital resources, including our ability to consistently generate robust cash flow and raise or repay debt, and prospects, plans, and objectives of management;

◦the dynamic and evolving consumer environment and trends, ongoing economic uncertainty and other socioeconomic factors, including subdued spend, depressed sentiment, value-seeking behaviors, higher prices and reductions in discretionary income, including from increased fuel prices, elevated unemployment, inflation, rising costs, other unfavorable global and regional economic conditions, demographic trends in the U.S., global supply chain disruptions and constraints, geopolitical events and tensions, wars, and military conflicts, including the conflict in the Middle East, and our responses thereto;

◦developments in international trade relations, including changes to trade and tariff policies and regulations, including our expectations related to aluminum and other tariffs and related actions, and alterations of the global trade environment;

◦expected or potential actions of third parties, including possible changes to laws, rules, and regulations;

◦the potential impact of severe weather events or other weather conditions;

◦the manner, timing, and duration of the share repurchase program and source of funds for share repurchases; and

◦the amount and timing of future dividends.

•The statements regarding the future reclassification of net gains from AOCI, potential continued impacts from the OB3 Act on our effective tax rate and potential impacts from Pillar Two, and our aim to hedge 100% of our balance sheet exposures.

When used in this Form 10-Q, the words “anticipate,” “expect,” “intend,” “will,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and markets in which we compete, our forward-looking statements contained in this Form 10-Q are also subject to the risk, uncertainty, and possible variance from our current expectations regarding:

•potential declines in the consumption of products we sell and our dependence on sales of our beer brands;

•our President and Chief Executive Officer transition;

•impacts of our acquisition, divestiture, investment, and new product development strategies and activities, including from the SpikedAde acquisition and the amount of contingent consideration, if any, that may be paid;

•dependence upon our trademarks and proprietary rights, including the failure to protect our intellectual property rights;

•potential damage to our reputation;

•competition in our industry and for talent;

•economic and other uncertainties associated with our international operations, including tariffs;

•supply of quality water, agricultural and other raw materials, certain raw and packaging materials purchased under supply contracts, supply chain disruptions and other factors, and limited groups of certain suppliers;

•reliance on complex information systems and third‐party global networks as well as risks associated with cybersecurity and artificial intelligence;


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•dependence on limited facilities for production of our beer brands and impacts from our Brewery Projects;

•operational disruptions or catastrophic loss to our breweries, wineries, other facilities, or distribution systems;

•severe weather, natural and man-made disasters, climate change, environmental sustainability and CSR-related regulatory compliance, and failure to meet environmental sustainability and CSR commitments and aspirations;

•the success of our cost savings, restructuring, and efficiency initiatives;

•reliance on wholesale distributors, major retailers, and government agencies;

•food safety and quality, including contamination and product degradation from diseases, pests, weather, and other conditions;

•communicable infection or disease outbreaks, pandemics, or other widespread public health crises impacting our consumers, Customers, employees, and/or suppliers;

•effects of employee labor activities that could increase our costs;

•our indebtedness and credit ratings, interest rate fluctuations, and credit market disruptions or volatility;

•our international operations, worldwide and regional economic trends and financial market conditions, geopolitical uncertainty, including as a result of the conflict in the Middle East, or other governmental rules and regulations;

•class action or other litigation we face or may face, including relating to alleged securities law violations, abuse or misuse of our products, product liability, marketing or sales practices, or other matters;

•potential impairments of our intangible assets, such as goodwill and trademarks;

•changes to tax laws, fluctuations in our effective tax rate, accounting for tax positions, including our expected release of a portion of our valuation allowance related to deferred tax assets and the associated income tax benefit, resolution of tax disputes, changes to accounting standards, elections, assertions, or policies, and the potential impact of a global minimum tax rate;

•uncertainties related to future cash dividends and share repurchases, which may affect the price of our common stock;

•ownership of our Class A Stock by certain individuals and entities affiliated with the Sands family and their Board of Director nomination rights; and

•the choice-of-forum provision in our amended and restated by-laws regarding certain stockholder litigation.

For additional information about risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by our forward-looking statements contained in the Form 10-Q, please refer to Item 1A. “Risk Factors” of our 2026 Annual Report.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a result of our global operating, investment, acquisition, divestiture, and financing activities, we are exposed to market risk associated with changes in foreign currency exchange rates, commodity prices, and interest rates. These risks may be influenced by, among other factors, trade policies, tariffs, and foreign or domestic legal and regulatory requirements. To manage the volatility relating to these risks, we periodically purchase and/or sell derivative instruments including foreign currency forward and option contracts, commodity swap contracts, cross-currency swap contracts, interest rate swap contracts, and Pre-issuance hedge contracts. We use derivative instruments to reduce earnings and cash flow volatility resulting from shifts in market rates, as well as to hedge economic exposures. We do not enter into derivative instruments for trading or speculative purposes.

Foreign currency and commodity price risk

Foreign currency derivative instruments are or may be used to hedge existing foreign currency denominated assets and liabilities, forecasted foreign currency denominated sales/purchases to/from third parties as well as intercompany sales/purchases, intercompany principal and interest payments, and in connection with investments, acquisitions, or divestitures outside the U.S. As of August 31, 2026, we had exposures to foreign currency risk primarily related to the Mexican peso, Canadian dollar, New Zealand dollar, and euro. We aim to hedge 100% of our balance sheet exposures. As of August 31, 2026, 89% of our forecasted transactional exposures for the remaining six months of Fiscal 2027 were hedged.

Commodity derivative instruments are or may be used to hedge forecasted commodity purchases from third parties as either economic hedges or accounting hedges. As of August 31, 2026, exposures to commodity price risk which we are currently hedging include aluminum, corn, diesel fuel, and natural gas prices. Approximately 90% of our forecasted transactional exposures for the remaining six months of Fiscal 2027 were hedged as of August 31, 2026.

We have performed a sensitivity analysis to estimate our exposure to market risk of foreign exchange rates and commodity prices reflecting the impact of a hypothetical 10% adverse change in the applicable market. The volatility of the applicable rates and prices is dependent on many factors which cannot be forecasted with reliable accuracy. Gains or losses from the revaluation or settlement of the related underlying positions would substantially offset such gains or losses on the derivative instruments. The aggregate notional value, estimated fair value, and sensitivity analysis for our open foreign currency and commodity derivative instruments are summarized as follows:


	Aggregate Notional Value		Fair Value, Net Asset (Liability)	Increase (Decrease) in Fair Value – Hypothetical 10% Adverse Change
	August 31, 2026		August 31, 2025	August 31, 2026		August 31, 2025	August 31, 2026		August 31, 2025
(in millions)
Foreign currency contracts	$	3,184.7		$	3,263.8		$	341.7		$	216.6	$	(219.0)	$	(192.2)
Commodity derivative contracts	$	358.9		$	327.1		$	50.6		$	(1.2)	$	(36.5)	$	29.1
Net investment hedge contracts	$	145.5		$	145.5		$	(4.8)		$	(5.6)	$	14.2	$	14.3

Interest rate risk

The estimated fair value of our fixed interest rate debt is subject to interest rate risk, credit risk, and foreign currency risk. In addition, we also have variable interest rate debt outstanding (primarily SOFR-based), certain of which includes a fixed margin subject to the same risks identified for our fixed interest rate debt.

There were no cash flow designated or undesignated interest rate swap contracts or Pre-issuance hedge contracts outstanding as of August 31, 2026, or August 31, 2025.


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We have performed a sensitivity analysis to estimate our exposure to market risk of interest rates reflecting the impact of a hypothetical 1% increase in the prevailing interest rates. The volatility of the applicable rates is dependent on many factors which cannot be forecasted with reliable accuracy.

The aggregate notional value, estimated fair value, and sensitivity analysis for our outstanding fixed-rate debt, including current maturities, are summarized as follows:


	Aggregate Notional Value		Fair Value, Net Asset (Liability)	Increase (Decrease) in Fair Value – Hypothetical 1% Rate Increase
	August 31, 2026		August 31, 2025	August 31, 2026		August 31, 2025	August 31, 2026		August 31, 2025
(in millions)
Fixed interest rate debt	$	10,261.6		$	10,357.3		$	(9,444.9)		$	(9,677.9)	$	(483.3)	$	(510.1)

A 1% hypothetical change in the prevailing interest rates would have increased interest expense on our variable interest rate debt by $1.1 million and $2.0 million for the six months ended August 31, 2026, and August 31, 2025, respectively.

For additional discussion on our market risk, refer to Notes 4 and 5.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures

Our Chief Executive Officer and our Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting

In connection with the foregoing evaluation by our Chief Executive Officer and our Chief Financial Officer, no changes were identified in the Company’s “internal control over financial reporting” (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during our fiscal quarter ended August 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On February 18, 2025, a purported stockholder of the Company, Macaria Meza, filed a putative class action in the United States District Court for the Western District of New York originally captioned Meza v. Constellation Brands, Inc., et al., Case No. 6:25-cv-6107 (W.D.N.Y.). The complaint names as defendants the Company, our former President and Chief Executive Officer, and our Executive Vice President and Chief Financial Officer, and asserts claims for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder arising from allegedly materially false or misleading statements or omissions of purportedly material fact concerning, among other things, the Company’s strategies intended to improve the performance of our wine and spirits business. On May 28, 2025, a different purported stockholder of the Company, Low Lilly, was appointed as the lead plaintiff. On July 17, 2025, Low and additional named plaintiff, Meza, filed an amended complaint. The amended complaint asserts the same causes of action against the same defendants, but alleges materially false or misleading statements or omissions of purportedly material fact concerning, among other things, the prospects of our beer business. The amended complaint does not allege misstatements or omissions regarding our wine and spirits business. The amended complaint seeks, among other relief, alleged damages in an unspecified amount, attorneys’ fees, and costs. On September 17, 2025, the Company and the other defendants filed a motion to dismiss the amended complaint. Oral argument on that motion was held on July 22, 2026, and the motion to dismiss remains pending. On July 31, 2026, the parties stipulated to Meza’s request to withdraw as an additional named plaintiff and to amend the case caption to Low v. Constellation Brands, Inc., et al., Case No. 6:25-cv-6107 (W.D.N.Y.).

On March 24, 2025, a purported stockholder of the Company filed a complaint in the United States District Court for the Western District of New York captioned Silva v. Newlands, et al., Case No. 1:25-cv-254 (W.D.N.Y.); on April 21, 2025, a second purported stockholder of the Company filed a complaint in the United States District Court for the Western District of New York captioned Mason v. Newlands, et al., Case No. 1:25-cv-00353 (W.D.N.Y.); and on June 24, 2025, a third purported stockholder of the Company filed a complaint in the United States District Court for the District of Delaware captioned Wasserman v. Baldwin, et al., Case No. 1:25-cv-779 (D. Del.). These derivative complaints each seek to assert claims arising under the Exchange Act and state common law, derivatively on behalf of the Company, against current and former directors and officers of the Company. None of the plaintiffs made a pre-suit demand on our Board of Directors, instead each alleging that the pre-suit demand requirement should be excused as purportedly futile. The claims asserted in these derivative complaints arise from substantially the same allegations made in the first complaint filed in the action recaptioned Low. On May 27, 2025, the United States District Court for the Western District of New York entered an order consolidating the Silva and Mason litigations and staying proceedings pending the entry of a final judgment in Low. On August 8, 2025, the plaintiff in the Wasserman litigation filed a notice and proposed order voluntarily dismissing that litigation, which was so ordered by the United States District Court for the District of Delaware on August 14, 2025.


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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
(in millions, except share and per share data)
June 1 – 30, 2026	714,387	$	139.98		714,387		$	2,752.1
July 1 – 31, 2026	808,509	$	132.31		808,509		$	2,645.1
August 1 – 31, 2026	181,475	$	131.96		181,475		$	2,621.2
Total	1,704,371	$	135.49		1,704,371

(1)In April 2025, we announced that our Board of Directors authorized the repurchase of up to $4.0 billion of our publicly traded common stock under the 2025 Authorization. The 2025 Authorization expires on February 29, 2028. Share repurchases for the periods included herein were effected through open market transactions and exclude the impact of Federal excise tax owed pursuant to the IRA.

Subsequent to August 31, 2026, we repurchased 607,371 shares of Class A Stock pursuant to the 2025 Authorization at an average cost of $123.48 per share through open market transactions made pursuant to a Rule 10b5-1 trading plan.

ITEM 5. OTHER INFORMATION.

10b5-1 Trading Plans

During the three months ended August 31, 2026, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS.

INCORPORATED BY REFERENCE

EXHIBIT NO.

EXHIBIT DESCRIPTION

FORM

EXHIBIT

FILING DATE

3.1

Amended and Restated Certificate of Incorporation of the Company.

8-K

3.1

November 10, 2022

3.2

Amended and Restated By-Laws of the Company.

8-K

3.1

October 2, 2025

4.1

Indenture, dated as of April 17, 2012, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.

8-K

4.1

April 23, 2012

4.1.1

Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and M&T, as Trustee.

10-K

4.26

April 25, 2016


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OTHER KEY INFORMATION	Table of Contents

INCORPORATED BY REFERENCE

EXHIBIT NO.

EXHIBIT DESCRIPTION

FORM

EXHIBIT

FILING DATE

4.1.2

Supplemental Indenture No. 13 with respect to 3.500% Senior Notes due 2027, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.

8-K

4.2

May 9, 2017

4.1.3

Supplemental Indenture No. 14 with respect to 4.500% Senior Notes due 2047, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.

8-K

4.3

May 9, 2017

4.1.4

Supplemental Indenture No. 19 with respect to 3.600% Senior Notes due 2028, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.

8-K

4.2

February 7, 2018

4.1.5

Supplemental Indenture No. 20 with respect to 4.100% Senior Notes due 2048, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.

8-K

4.3

February 7, 2018

4.1.6

Supplemental Indenture No. 23 with respect to 4.650% Senior Notes due 2028, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.

8-K

4.3

October 29, 2018

4.1.7

Supplemental Indenture No. 24 with respect to 5.250% Senior Notes due 2048, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.

8-K

4.4

October 29, 2018

4.1.8

Supplemental Indenture No. 25 with respect to 3.150% Senior Notes due 2029, dated as of July 29, 2019, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.

8-K

4.1

July 29, 2019

4.1.9

Supplemental Indenture No. 26 with respect to 2.875% Senior Notes due 2030, dated as of April 27, 2020, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.1

April 27, 2020

4.1.10

Supplemental Indenture No. 27 with respect to 3.750% Senior Notes due 2050, dated as of April 27, 2020, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.2

April 27, 2020

4.1.11

Supplemental Indenture No. 28 with respect to 2.250% Senior Notes due 2031, dated as of July 26, 2021, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.1

July 26, 2021

4.1.12

Supplemental Indenture No. 31 with respect to 4.750% Senior Notes due 2032, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.3

May 9, 2022

4.1.13

Supplemental Indenture No. 33 with respect to 4.900% Senior Notes due 2033, dated as of May 1, 2023, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.1

May 1, 2023

4.1.14

Supplemental Indenture No. 34 with respect to 4.800% Senior Notes due 2029, dated as of January 11, 2024, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.1

January 11, 2024

4.1.15

Supplemental Indenture No. 35 with respect to 4.800% Senior Notes due 2030, dated as of May 1, 2025, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.1

May 1, 2025


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INCORPORATED BY REFERENCE

EXHIBIT NO.

EXHIBIT DESCRIPTION

FORM

EXHIBIT

FILING DATE

4.1.16

Supplemental Indenture No. 36 with respect to 4.950% Senior Notes due 2035, dated as of October 17, 2025, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.1

October 17, 2025

4.1.17

Supplemental Indenture No. 37 with respect to 4.850% Senior Notes due 2031, dated as of May 6, 2026, among the Company, as Issuer, and M&T, as Trustee.

8-K

4.1

May 6, 2026

4.2

Restatement Agreement, dated as of April 28, 2025, by and among the Company, CB International, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto, including the Eleventh Amended and Restated Credit Agreement dated as of April 28, 2025, by and among the Company, CB International, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. †

8-K

4.1

April 28, 2025

4.3

Term Loan Credit Agreement, dated as of Septem ber 18 , 202 6 , by and among the Company, M&T , as Administrative Agent, and the Lenders party thereto. †

8-K

4.1

September 18, 2026

10.1

The Company ’s Long-Term Stock Incentive Pl a n , amended and restated as of July 22, 2026 . *

8-K

10.2

July 24, 2026

10.2

Form of Restricted Stock Unit Agreement for Directors with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after July 22, 2026). *

8-K

10.1

July 24, 2026

10.3

Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after July 2 2 , 202 6 ) (filed herewith). *

10.4

Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after July 22, 2026 ) (filed herewith). *†

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith).

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith).

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (filed herewith).

101.SCH

XBRL Taxonomy Extension Schema Document (filed herewith).

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).


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OTHER KEY INFORMATION	Table of Contents

INCORPORATED BY REFERENCE

EXHIBIT NO.

EXHIBIT DESCRIPTION

FORM

EXHIBIT

FILING DATE

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document (filed herewith).

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



*	Designates management contract or compensatory plan or arrangement.
†	The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such exhibits, disclosure schedules, and other schedules, as applicable, or any section thereof, to the SEC upon request.

The Company agrees, upon request of the SEC, to furnish copies of each instrument that defines the rights of holders of long-term debt of the Company or its subsidiaries that is not filed herewith pursuant to Item 601(b)(4)(iii)(A) because the total amount of long-term debt authorized under such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.


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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		CONSTELLATION BRANDS, INC.

Date:	October 7, 2026	By:	/s/ Kenneth W. Metz
			Kenneth W. Metz, Senior Vice President, Controller and Corporate Finance

Date:	October 7, 2026	By:	/s/ Garth Hankinson
			Garth Hankinson, Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


Constellation Brands, Inc. Q2 FY 2027 Form 10-Q	#WORTHREACHINGFOR I 56

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