Slides
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January 7, 2026 THIRD QUARTER FISCAL YEAR 2026 Financial Results
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2 This presentation contains forward-looking statements that are based on certain assumptions, estimates, expectations, plans, timetables, analyses, and opinions made by management in light of their experience and perception of historical trends, current conditions, and expected future developments, as well as other factors management believes are appropriate in the circumstances. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. When used in this presentation, words such as “anticipate,” “intend,” “expect,” “plan,” “continue,” ”estimate,” “exceed,” “may,” “will,” “project,” “predict,” “propose,” “potential,” “targeting,” “exploring,” “goal,” “outlook,” “forecast,” “trend,” “path,” “scheduled,” “implementing,” “ongoing,” “seek,” “could,” “might,” “should,” “believe,” “vision,” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although we believe that the estimates, expectations, plans, and timetables reflected in the forward-looking statements are reasonable, they may vary from management’s current estimates, expectations, plans, and timetables, and we can give no assurance that such estimates, expectations, plans, and timetables will prove to be correct, as actual results and future events and timetables could differ materially from those anticipated in such statements. Information provided in this presentation is necessarily summarized and may not contain all available material information. All statements other than statements of historical fact set forth in this presentation may be forward-looking statements, including without limitation statements regarding or applicable to our business strategy and objectives, consumer demand and headwinds, the socioeconomic and operating environment, demographic projections and trends, value proposition and opportunity, brand health and loyalty, growth and marketing plans and focus areas, capital allocation priorities, targets, and commitments, cost savings, efficiency, and restructuring initiatives, competitive position, innovation, new products, tools, and capabilities, brand building, digital capabilities, future marketing strategies and investments, future sales, space, partnership, distribution, and supply chain initiatives, beer modular expansion, optimization, and/or construction activities, including anticipated scope, capacity, supply, costs, capital expenditures, and timeframes for completion, future operations, financial position, expected net sales, expenses, impairments, hedging programs, operating income, operating margins, leverage ratios, including target comparable net leverage ratio, target dividend payout ratio, depreciation, EIE, net interest expense, capital expenditures, tax rates, anticipated tax liabilities, operating cash flow, free cash flow, EPS, shares outstanding, non-controlling interests, and other financial metrics, expected volume, inventory, price, mix, and depletion trends, near-, medium-, and long-term financial models and targets, future acquisition, disposition, and investment activities, our environmental sustainability, corporate social responsibility, and human capital strategies, aspirations, and targets, the manner, timing, and duration of our share repurchase program and source of funds for share repurchases, the amount and timing of future dividends, economic headwinds and uncertainties, access to capital markets, liquidity and capital resources, anticipated inflationary pressures, changing prices, and reductions in consumer discretionary income as well as other unfavorable global and regional economic conditions, geopolitical events, and military conflicts, and our responses thereto, potential changes to trade and tariff policies and the impact of and responses to tariffs, and prospects, plans, and objectives of management, as well as information concerning expected actions of third parties. FORWARD-LOOKING STATEMENTS
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3 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 presentation are also subject to the risk, uncertainty, and possible variance from our current expectations regarding: potential further declines in the consumption of products we sell and our dependence on sales of our Mexican beer brands; impacts of our acquisition, divestiture, investment, and new product development strategies and activities, including the 2025 Wine Divestitures; 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 new or increased tariffs; water, agricultural and other raw material, and packaging material supply, production, and/or transportation difficulties, disruptions, and impacts, including limited groups of certain suppliers; reliance on complex information systems and third‐party global networks, including internal control over financial reporting changes in connection with our OneStream consolidation system implementation, as well as risks associated with cybersecurity and artificial intelligence; dependence on limited facilities for production of our Mexican beer brands, including beer operations expansion, optimization, and/or construction activities, scope, capacity, supply, costs (including potential impairments), capital expenditures, and timing; operational disruptions or catastrophic loss to our breweries, wineries, other production facilities, or distribution systems; severe weather, natural and man-made disasters, climate change, environmental sustainability and CSR-related regulatory compliance, failure to meet environmental sustainability and corporate social responsibility targets, commitments, and aspirations; the success of our cost savings, restructuring, and efficiency initiatives, including changes in key personnel responsible for oversight of our internal control over financial reporting in connection with the 2025 Restructuring Initiative; reliance on wholesale distributors, major retailers, and government agencies; contamination and degradation of product quality from diseases, pests, weather, and other conditions; communicable infection or disease outbreaks, pandemics, or other widespread public health crises impacting our consumers, employees, distributors, retailers, and/or suppliers; effects of employee labor activities that could increase our costs; our indebtedness and interest rate fluctuations; our international operations, worldwide and regional economic trends and financial market conditions, geopolitical uncertainty, including the impact of military conflicts, 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, including product labeling, 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, the 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; the choice-of-forum provision in our amended and restated by-laws regarding certain stockholder litigation and other factors and uncertainties disclosed from time to time in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended February 28, 2025. Forward-looking statements in this presentation are made as of January 7, 2026, and Constellation does not intend and expressly disclaims any obligation to update or revise the forward-looking information contained in this presentation, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. FORWARD-LOOKING STATEMENTS
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4 This presentation may contain non-GAAP financial measures. These and other non-GAAP financial measures, the purposes for which management uses them, why management believes they are useful to investors, and reconciliations to the most directly comparable GAAP financial measures may be found in the appendix of this presentation or at ir.cbrands.com under the Financial Info/Financial History (Non-GAAP) section. All references to profit measures and earnings per share on a comparable basis exclude items that affect comparability. Non-GAAP financial measures are also referred to as being presented on a comparable, adjusted, or organic basis. The notes offered under Constellation’s commercial paper program have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy Constellation’s notes under the commercial paper program. Unless the context otherwise requires, the term “consumers” refers to legal drinking age consumers and references to “betterment” products means Constellation’s lower-alcohol, lower-calorie, non-alcoholic, or no-calorie products. Market positions and industry data discussed in this presentation have been obtained or derived from industry and other third-party publications and Constellation’s estimates. Constellation has not independently verified the data from the industry and other third-party publications. Unless otherwise indicated, (i) all references to market positions are based on equivalent unit volume, and (ii) data discussed in this presentation is based on Constellation data, analysis, plans, and reporting. Unless otherwise indicated, the information presented as of January 7, 2026, and, to the best of Constellation’s knowledge, timely and accurate when made. Thereafter, the information contained in this presentation should be considered historical and not subject to further update by Constellation. A list of defined terms used within can be found in the appendix of this presentation. USE OF NON-GAAP FINANCIAL MEASURES, DISCLAIMERS, CAUTION REGARDING OUTDATED MATERIAL, AND LOCATION OF DEFINED TERMS
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5 Third Quarter Fiscal Year 2026 Financial Takeaways ENTERPRISE WINE AND SPIRITS BUSINESS BEER BUSINESS CAPITAL ALLOCATION • Low-single digit net sales and operating income declines • 10 bps year-over-year operating margin increase to 38.0% • Affirms FY26 outlook of net sales to decline 2% - 4% and operating income to decline 7% - 9% • High-single digit organic net sales decline and double-digit operating income decline • Operating margin contraction from 22.1% to 15.8% • Affirms FY26 outlook of organic net sales to decline 17% - 20% and organic operating income to decline 97% - 100% • Maintained net leverage ratio at target of ~3.0X1 • Declared dividend of $1.02 per Class A share • Executed $220M of share repurchases in Q3, bringing fiscal YTD total to $824M • Capital expenditures of $246M in Q3, bringing fiscal YTD total to $656M, primarily focused on Beer brewing capacity additions • Updates FY26 reported EPS outlook to $9.72 - $10.02 and affirms comparable EPS outlook of $11.30 - $11.60 • Affirms FY26 targets for operating cash flow of $2.5B to $2.6B and free cash flow of $1.3B to $1.4B 1 Comparable basis
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6 DELIVERING AGAINST OUR STRATEGIC INITIATIVES IN FISCAL YEAR 2026 Q3 FY26 Depletion Growth (Decline) 1 Modelo Especial (~4%) Corona Extra (~9%) Pacifico ~15% Modelo Chelada Brands (~2%) Victoria ~13% #2 dollar share gainer in non-alcoholic beer segment2 #1 new 24 pack SKU2 #2 new 18 pack and 12 pack bottle SKUs2 Maintained net leverage ratio at target of ~3.0X3 Q3 FY26 Organic Investments to Support Growth Capital expenditures Q3 FY26: $246M FY26 YTD: $656M primarily focused on Beer Business and remain on track with planned modular brewery capacity additions of +7M HL in FY26-FY28 Enhance Returns Dividend payout Q3 FY26: $178M FY26 YTD: $539M Share repurchases Q3 FY26: $220M FY26 YTD: $824M In FY26 Beer Business achieved a net benefit through efficiency and cost optimization initiatives of over $40M in Q3 FY26 and over $145M FY26 YTD Continue To Build Powerful Brands That People Love Develop Consumer-led Innovations Aligned With Emerging Trends Deploy Capital In Line With Disciplined And Balanced Priorities Empower Enterprise To Achieve Best In Class Operational Efficiency #2 new beer brand in dollar sales2 #6 dollar share gainer in total beer category2 1 Company Measures 2 Circana, Total U.S.MULOC+ 12 weeks ending November 30, 2025 | new defined as brands launched since 2024 3 Comparable basis #1 new 18 pack SKU2
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7 FISCAL YEAR 2026 FINANCIAL SUMMARY TABLES ENTERPRISE Net Sales Organic Net Sales Operating Income (Loss) Net Income (Loss) Attributable to CBI Adjusted EBIT EPS Third Quarter Fiscal Year 2026 | In millions, except per share data Reported $2,223 $2,223 $692 $503 $716 $2.88 % Change (10%) (10%) (13%) (18)% (8)% (15)% Comparable $2,223 $2,223 $739 $534 $762 $3.06 % Change (10%) (2%) 0% (10)% (8%) (6)% BEER Shipments Depletions Net Sales Operating Income (Loss) Three Months Ended | In millions; branded product, 24-pack, 12-ounce case equivalents November 30, 2025 100.4 $2,009.7 $763.5 November 30, 2024 102.7 $2,032.4 $769.9 % Change (2.2)% (3.0)% (1)% (1)% WINE AND SPIRITS Shipments Organic Shipments1 Depletions1 Net Sales Organic Net Sales2 Operating Income (Loss)2 Three Months Ended | In millions; branded product, 9-liter case equivalents November 30, 2025 1.5 1.5 $213.1 $213.1 $33.7 November 30, 2024 5.1 1.5 $431.4 $228.8 $95.2 % Change (70.6%) —% 0.0% (51%) (7%) (65%) THIRD QUARTER 1 Includes adjustments to remove volumes for the period September 1, 2024, through November 30, 2024 associated with brands that are no longer part of the wine and spirits segment following the Wine and Spirits Divestitures. 2 Three months ended November 30, 2024, includes $202.6 million of net sales and $61.6 million of gross profit less marketing that are no longer part of the wine and spirits segment results due to the Wine and Spirits Divestitures.
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8 $ Millions Beer Business $2,032 $(46) $24 $2,010 Q3 FY25 Volume Price/Mix Q3 FY26 $ Millions Wine & Spirits Business $431 $(203) $229 $2 $(17) $213 Q3 FY25 Wine and Spirits Divestitures Q3 FY25 Organic Volume Price/Mix/Other Q3 FY26 1 Q3 FY26 VS. Q3 FY25RESULTS NET SALES REPORTED $2.2B | (10%) VS Q3 FY25 ORGANIC $2.2B | (2%) VS Q3 FY25 ENTERPRISE Q3 FY26 Net Sales of Divested Brands Note: Totals may not sum due to rounding 1 Other includes non-branded sales
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9 $ Millions Wine & Spirits Business $95 $(62) $34 $(18) $(3) $11 $10 $34 Q3 FY25 Wine and Spirits Divestitures Q3 FY25 EX CAM ADJ. V/P/M COGS MKTG. Other SG&A Q3 FY26 $ Millions Beer Business $770 $— $(13) $3 $4 $764 Q3 FY25 V/P/M COGS MKTG. Other SG&A Q3 FY26 Q3 FY26 VS. Q3 FY25RESULTS OPERATING INCOME REPORTED $692M | (13%) VS Q3 FY25 COMPARABLE $739M1 2 | 0% VS Q3 FY25 ENTERPRISE Q3 FY26 MKTG. 9.3% of Net Sales Other SG&A 24.6% of Net Sales MKTG. 10.0% of Net Sales Other SG&A 4.9% of Net Sales CAM of Divested Brands Note: Totals may not sum due to rounding 1 Comparable basis 2 Inclusive of $58M of corporate expense
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10 (% CHANGE YOY) Q3 FY26 RESULTS FY26 OUTLOOK Net Sales Enterprise $2.2B | (10%) Reported | (2%) Organic2 Enterprise (6)% to (4)% Organic3 Beer $2.0B | (1%) Beer (4)% to (2)% W&S $213M | (51%) Reported | (7)% Organic2 W&S (20)% to (17)% Organic3 Segment Operating Income (Loss) Enterprise $692 I (13%) Reported $739M | 0% Comparable2 Enterprise +657% to +677% Reported (11%) to (9%) Comparable3 Beer $764M | (1%) Beer (9)% to (7)% W&S $34M | (65%) W&S (100%) to (97%) Organic3 Corporate Expense $58M | 7% Corporate Expense $225M Equity In Earnings (Losses) $24M $25M Mainly W&S Interest Expense, Net $83M $370M Tax Rate Reported 17.4% | Comparable 18.5% Reported ~18% | Comparable ~19% Noncontrolling Interests $19M $55M Diluted Shares Outstanding 1 175M ~176M4 Reported EPS $2.88 $9.72 - $10.02 Comparable EPS $3.06 $11.30 - $11.60 Operating Cash Flow $2.1B $2.5B to $2.6B Capital Expenditures $0.7B ~$1.2B | Beer ~$1.0B | W&S ~$0.2B Free Cash Flow $1.5B $1.3B to $1.4B Third Quarter Fiscal Year 2026 Results & Full Year Outlook 1 Weighted average calculation. 2 Three months ended November 30, 2024, includes $202.6 million of net sales and $61.6 million of gross profit less marketing that are no longer part of the wine and spirits segment results due to the Wine and Spirits Divestitures. 3 Excludes $771 million of net sales and $245 million of gross profit less marketing that are no longer part of year-over-year results following the Wine and Spirits Divestitures. 4 Inclusive of share repurchases.
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11 FY26 GUIDANCE Net Sales (4)% to (2)% COGS Growth (Decline) Net of Cost Initiatives +LSD% Packaging and Raw Materials as a % of Total COGS ~55-60% Logistics as a % of Total COGS ~15-20% Labor and Overhead as a % of Total COGS ~15-20% Depreciation as a % of Net Sales ~4% Marketing as a % of Net Sales ~9% Other SG&A as a % of Net Sales ~5% Operating Income Growth (Decline) and Operating Margin (9)% to (7)% ~38% Capital Expenditures ~$1.0B Total Anticipated Capacity ~55M HL by FY28 BEER BUSINESS FY26 OUTLOOK
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12 FY26 GUIDANCE Net Sales (20%) to (17%) Organic1 COGS Growth (Decline) Net of Cost Initiatives (MSD)% Organic1 Marketing as a % of Net Sales ~9% including restructuring savings Other SG&A as a % of Net Sales ~30% including restructuring savings Operating Income Growth (Decline) and Operating Margin (100%) to (97%) Organic1 Margin: NIL1 Equity in Earnings ~$25M Capital Expenditures ~$0.2B WINE AND SPIRITS BUSINESSFY26 OUTLOOK 1 Excludes $771 million of net sales and $245 million of gross profit less marketing that are no longer part of year-over-year results following the Wine and Spirits Divestitures.
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13 APPENDIX DEFINED TERMSSHIPMENT AND DEPLETION HISTORICAL CADENCE FINANCIAL INFORMATION
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14 DEFINED TERMS TERM MEANING $ U.S. dollars 2025 Wine Divestitures Sale and, in certain instances, exclusive license to use 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 on June 2, 2025 B Billions BPS Basis points CAM Contribution after marketing, which equals gross profit less marketing expenses Canopy Canopy Growth Corporation COGS Cost of product sold Depletions Represents U.S. distributor shipments of our respective branded products to retail customers, based on third-party data EBIT Earnings before interest and taxes EIE Equity in earnings EPS Diluted net income (loss) per share attributable to CBI FY Fiscal year GAAP General accepted accounting principles in the U.S. HL Hectoliters LSD Low single-digit M Millions
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15 DEFINED TERMS, CONTINUED TERM MEANING MKTG. Marketing MSD Mid single-digit Reported basis (“reported”) Derived from amounts as reported under generally accepted accounting principles in the U.S. SEC Securities and Exchange Commission SG&A Selling, general, and administrative expenses Shipments Represents the volume shipped from CBI to distributors SVEDKA Divestiture Sale of the SVEDKA brand and related assets, primarily including inventory and equipment on January 6, 2025 SKU Stock keeping unit U.S. United States of America V/P/M Volume / Price / Mix W&S Wine and Spirits Wine and Spirits Divestitures the 2025 Wine Divestitures and the SVEDKA Divestiture, collectively YoY Year-over-year YTD Year to date
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16 SHIPMENT AND DEPLETION HISTORICAL CADENCE
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17 BEER BUSINESS HISTORICAL SHIPMENT VOLUME CADENCE 23% 23% 26% 26% 26%27% 28% 29% 29% 30%27% 26% 25% 24% 24%23% 23% 20% 21% 20% Q1 Q2 Q3 Q4 FY21 FY22 FY23 FY24 FY25 H1 50% H2 50% H1 51% H2 49% H1 55% H2 45% H1 55% H2 45% H1 56% H2 44%
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1818 BEER BUSINESS HISTORICAL DEPLETION VOLUME CADENCE 25% 25% 25% 25% 26%29% 29% 29% 29% 29% 25% 25% 25% 25% 25% 21% 21% 21% 21% 20% Q1 Q2 Q3 Q4 FY21 FY22 FY23 FY24 FY25 H1 54% H2 46% H1 54% H2 46% H1 54% H2 46% H1 54% H2 46% H1 55% H2 45%
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19 WINE AND SPIRITS BUSINESS HISTORICAL SHIPMENT VOLUME CADENCE 24% 22% 25% 25% 25%26% 25% 27% 25% 25% 29% 27% 26% 26% 23%21% 26% 22% 24% 27% Q1 Q2 Q3 Q4 FY21 FY22 FY23 FY24 FY25 H1 50% H2 50% H1 47% H2 53% H1 52% H2 48% H1 50% H2 50% H1 50% H2 50%
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20 WINE AND SPIRITS BUSINESS HISTORICAL DEPLETION VOLUME CADENCE 26% 22% 23% 24% 23% 26% 26% 27% 27% 25%27% 25% 24% 24% 26% 21% 27% 26% 25% 26% Q1 Q2 Q3 Q4 FY21 FY22 FY23 FY24 FY25 H1 52% H2 48% H1 48% H2 52% H1 50% H2 50% H1 51% H2 49% H1 48% H2 52%
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21 FINANCIAL INFORMATION
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22 CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in millions) (unaudited) November 30, 2025 February 28, 2025 ASSETS Current assets: Cash and cash equivalents $ 152.4 $ 68.1 Accounts receivable 708.3 736.5 Inventories 1,379.2 1,437.2 Prepaid expenses and other 669.2 561.1 Assets held for sale — 913.5 Total current assets 2,909.1 3,716.4 Property, plant, and equipment, net 8,211.5 7,409.8 Goodwill 5,190.6 5,126.8 Intangible assets 2,532.7 2,532.3 Deferred income taxes 1,569.0 1,805.3 Other assets 1,270.5 1,061.7 Total assets $ 21,683.4 $ 21,652.3 LIABILITIES AND STOCKHOLDER’S EQUITY Current liabilities: Short-term borrowings $ 374.7 $ 806.7 Current maturities of long-term debt 4.0 1,402.0 Accounts payable 976.5 939.8 Other accrued expenses and liabilities 818.0 886.7 Total current liabilities 2,173.2 4,035.2 Long-term debt, less current maturities 10,285.1 9,289.0 Deferred income taxes and other liabilities 1,224.8 1,193.3 Total liabilities 13,683.1 14,517.5 CBI stockholders’ equity 7,710.8 6,882.0 Noncontrolling interests 289.5 252.8 Total stockholders’ equity 8,000.3 7,134.8 Total liabilities and stockholders’ equity $ 21,683.4 $ 21,652.3
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23 Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 November 30, 2025 November 30, 2024 NET INCOME (LOSS) ATTRIBUTABLE TO CBI Sales $ 2,374.4 $ 2,644.4 $ 7,705.8 $ 8,644.2 Excise taxes (151.6) (180.6) (487.0) (599.7) Net sales 2,222.8 2,463.8 7,218.8 8,044.5 Cost of product sold (1,039.6) (1,179.5) (3,459.0) (3,844.6) Gross profit 1,183.2 1,284.3 3,759.8 4,199.9 Selling, general, and administrative expenses (491.2) (491.3) (1,427.9) (1,444.7) Goodwill impairment — — — (2,250.0) Asset impairment and related expenses — — (52.1) — Operating income (loss) 692.0 793.0 2,279.8 505.2 Income (loss) from unconsolidated investments 23.5 (15.0) 16.5 65.8 Interest expense, net (83.2) (104.4) (269.7) (311.2) Income (loss) before income taxes 632.3 673.6 2,026.6 259.8 (Provision for) benefit from income taxes (110.1) (44.5) (494.5) 79.7 Net income (loss) 522.2 629.1 1,532.1 339.5 Net (income) loss attributable to noncontrolling interests (19.4) (13.2) (47.2) (45.6) Net income (loss) attributable to CBI $ 502.8 $ 615.9 $ 1,484.9 $ 293.9 CLASS A COMMON STOCK Net income (loss) per common share attributable to CBI – basic $ 2.88 $ 3.40 $ 8.43 $ 1.61 Net income (loss) per common share attributable to CBI – diluted $ 2.88 $ 3.39 $ 8.43 $ 1.61 Weighted average common shares outstanding – basic 174.515 181.243 176.051 181.988 Weighted average common shares outstanding – diluted 174.614 181.753 176.189 182.555 Cash dividends declared per common share 1.02 1.01 3.06 3.03 CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited)
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24 CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited)
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25 Nine Months Ended November 30, 2025 November 30, 2024 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of long-term debt 997.7 — Principal payments of long-term debt (1,403.3) (956.0) Net proceeds from (repayments of) short-term borrowings (432.0) 648.7 Dividends paid (538.8) (551.3) Purchases of treasury stock (824.1) (668.1) Proceeds from shares issued under equity compensation plans 3.1 66.2 Payments of minimum tax withholdings on stock-based payment awards (9.4) (13.8) Payments of debt issuance, debt extinguishment, and other financing costs (8.9) (0.1) Distributions to noncontrolling interests (37.5) (47.5) Payment of contingent consideration (1.5) (0.7) Purchase of noncontrolling interest — (16.2) Net cash provided by (used in) financing activities (2,254.7) (1,538.8) Effect of exchange rate changes on cash and cash equivalents 2.7 0.8 Net increase (decrease) in cash and cash equivalents 84.3 (78.7) Cash and cash equivalents, beginning of period 68.1 152.4 Cash and cash equivalents, end of period $ 152.4 $ 73.7 CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited)
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26 For periods of acquisition, we define organic net sales as current period reported net sales less net sales of products of acquired businesses reported for the current period, as appropriate. For periods of divestiture, we define organic net sales as prior period reported net sales less net sales of products of divested businesses reported for the prior period, as appropriate. We provide organic net sales because management uses this information in monitoring and evaluating the underlying business trends of our core operations. Wine and Spirits net sales are provided by channel and market categories as management uses this information to monitor this business. In addition, we believe this information provides investors, financial analysts covering the Company, rating agencies, and other external users (“our investors”) valuable insight on underlying business trends and results and, in the case of Wine and Spirits, the underlying composition of segment net sales and results, in order to evaluate year-over-year financial performance. The divestitures impacting the period below consists of (i) the sale of the SVEDKA brand and related assets (the "SVEDKA Divestiture") (sold January 6, 2025) and (ii) the sale and, in certain circumstances, exclusive license to use 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 (the "2025 Wine Divestitures") (sold June 2, 2025). Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 Percent Change November 30, 2025 November 30, 2024 Percent Change Consolidated net sales $ 2,222.8 $ 2,463.8 (10%) $ 7,218.8 $ 8,044.5 (10%) Less: divestitures (1) — (202.6) — (459.1) Consolidated organic net sales $ 2,222.8 $ 2,261.2 (2%) $ 7,218.8 $ 7,585.4 (5%) Beer net sales $ 2,009.7 $ 2,032.4 (1%) $ 6,589.2 $ 6,835.4 (4%) Wine and Spirits net sales (2) $ 213.1 $ 431.4 (51%) $ 629.6 $ 1,209.1 (48%) Less: divestitures (1) — (202.6) — (459.1) Wine and Spirits organic net sales $ 213.1 $ 228.8 (7%) $ 629.6 $ 750.0 (16%) (1) For the applicable periods: Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 Percent Change November 30, 2025 November 30, 2024 Percent Change U.S. Wholesale $ 136.1 $ 140.5 (3%) $ 449.0 $ 547.0 (18%) International 32.2 37.7 (15%) 92.5 106.3 (13%) DTC 34.4 37.3 (8%) 60.7 66.3 (8%) Other 10.4 13.3 (22%) 27.4 30.4 (10%) Divestitures (1) — 202.6 NM — 459.1 NM Wine and Spirits net sales $ 213.1 $ 431.4 (51%) $ 629.6 $ 1,209.1 (48%) NM = Not Meaningful CONSTELLATION BRANDS, INC. AND SUBSIDIARIES RECONCILIATION OF REPORTED AND ORGANIC NET SALES (in millions) (unaudited) (2) Wine and Spirits net sales by channel and market categories are as follows: Three Months Ended November 30, 2024 Nine Months Ended November 30, 2024 SVEDKA Divestiture 9/1/2024 - 11/30/2024 3/1/2024 - 11/30/2024 2025 Wine Divestitures 9/1/2024 - 11/30/2024 6/2/2024 - 11/30/2024
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27 Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 Percent Change November 30, 2025 November 30, 2024 Percent Change BEER (branded product, 24-pack, 12-ounce case equivalents) Shipments 100.4 102.7 (2.2%) 329.1 346.4 (5.0%) Depletions (1) (3.0%) (2.7%) WINE AND SPIRITS (branded product, 9-liter case equivalents) Shipments 1.5 5.1 (70.6%) 6.7 16.2 (58.6%) Organic shipments (2) 1.5 1.5 —% 6.7 7.4 (9.5%) U.S. Wholesale shipments 1.1 4.3 (74.4%) 5.2 14.1 (63.1%) U.S. Wholesale organic shipments (2) 1.1 1.0 10.0% 5.2 5.8 (10.3%) Depletions (1) (2) 0.0% (6.6%) CONSTELLATION BRANDS, INC. AND SUBSIDIARIES SUPPLEMENTAL SHIPMENT AND DEPLETION INFORMATION (in millions) (unaudited) (1) Depletions represent U.S. distributor shipments of our respective branded products to retail customers, based on third-party data. (2) Includes adjustments to remove divestiture volumes for the applicable periods: Three Months Ended November 30, 2024 Nine Months Ended November 30, 2024 SVEDKA Divestiture 9/1/2024 - 11/30/2024 3/1/2024 - 11/30/2024 2025 Wine Divestitures 9/1/2024 - 11/30/2024 6/2/2024 - 11/30/2024
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28 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. Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 Percent Change November 30, 2025 November 30, 2024 Percent Change CONSOLIDATED Net sales $ 2,222.8 $ 2,463.8 (10%) $ 7,218.8 $ 8,044.5 (10%) Gross profit $ 1,183.2 $ 1,284.3 (8%) $ 3,759.8 $ 4,199.9 (10%) Operating income (loss) $ 692.0 $ 793.0 (13%) $ 2,279.8 $ 505.2 351% Operating margin 31.1 % 32.2 % 31.6 % 6.3 % Income (loss) from unconsolidated investments $ 23.5 $ (15.0) 257% $ 16.5 $ 65.8 (75%) Depreciation and amortization $ 99.3 $ 119.3 (17%) $ 307.9 $ 340.8 (10%) COMPARABLE ADJUSTMENTS (1) Gross profit $ 13.9 $ 2.3 NM $ 12.6 $ 5.7 NM Operating income (loss) $ (46.9) $ (9.2) NM $ (155.2) $ (2,310.8) NM Income (loss) from unconsolidated investments $ — $ (38.9) NM $ (10.1) $ 39.9 NM BEER Net sales $ 2,009.7 $ 2,032.4 (1%) $ 6,589.2 $ 6,835.4 (4%) Segment gross profit $ 1,063.2 $ 1,076.7 (1%) $ 3,490.2 $ 3,656.2 (5%) Segment gross margin 52.9 % 53.0 % 53.0 % 53.5 % Segment operating income (loss) $ 763.5 $ 769.9 (1%) $ 2,588.5 $ 2,770.6 (7%) Segment operating margin 38.0 % 37.9 % 39.3 % 40.5 % Segment depreciation and amortization $ 78.7 $ 93.4 (16%) $ 238.1 $ 262.3 (9%) WINE AND SPIRITS Wine net sales $ 174.5 $ 374.6 (53%) $ 545.5 $ 1,040.1 (48%) Spirits net sales 38.6 56.8 (32%) 84.1 169.0 (50%) Net sales $ 213.1 $ 431.4 (51%) $ 629.6 $ 1,209.1 (48%) Segment gross profit $ 106.1 $ 205.3 (48%) $ 257.0 $ 538.0 (52%) Segment gross margin 49.8 % 47.6 % 40.8 % 44.5 % Segment operating income (loss) $ 33.7 $ 95.2 (65%) $ 7.9 $ 225.4 (96%) Segment operating margin 15.8 % 22.1 % 1.3 % 18.6 % Segment income (loss) from unconsolidated investments $ 24.2 $ 25.6 (5%) $ 29.3 $ 31.4 (7%) Segment depreciation and amortization $ 14.6 $ 20.5 (29%) $ 51.1 $ 63.3 (19%) CORPORATE OPERATIONS AND OTHER Segment operating income (loss) $ (58.3) $ (62.9) 7% $ (161.4) $ (180.0) 10% Segment income (loss) from unconsolidated investments $ (0.7) $ (1.7) 59% $ (2.7) $ (5.5) 51% Segment depreciation and amortization $ 6.0 $ 5.4 11% $ 18.7 $ 15.2 23% CONSTELLATION BRANDS, INC. AND SUBSIDIARIES SUMMARIZED SEGMENT, INCOME (LOSS) FROM UNCONSOLIDATED INVESTMENTS, AND DEPRECIATION AND AMORTIZATION INFORMATION (in millions) (unaudited) (1) See below for further information on comparable adjustments.
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29 Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 Percent Change November 30, 2025 November 30, 2024 Percent Change Operating income (loss) (GAAP) $ 692.0 $ 793.0 (13%) $ 2,279.8 $ 505.2 351% Comparable adjustments (1) 46.9 9.2 155.2 2,310.8 Less: divestitures (2) — (61.6) — (146.3) Comparable operating income (loss) (Non-GAAP) $ 738.9 $ 740.6 —% $ 2,435.0 $ 2,669.7 (9%) Comparable operating margin 33.2 % 32.8 % 33.7 % 35.2 % Net income (loss) attributable to CBI (GAAP) $ 502.8 $ 615.9 (18%) $ 1,484.9 $ 293.9 405% Net income (loss) attributable to noncontrolling interests (GAAP) 19.4 13.2 47.2 45.6 Provision for (benefit from) income taxes (GAAP) 110.1 44.5 494.5 (79.7) Interest expense, net (GAAP) 83.2 104.4 269.7 311.2 Adjusted EBIT (Non-GAAP) 715.5 778.0 (8%) 2,296.3 571.0 302% Comparable adjustments (1) 46.9 48.1 165.3 2,270.9 Comparable EBIT (Non-GAAP) $ 762.4 $ 826.1 (8%) $ 2,461.6 $ 2,841.9 (13%) Net income (loss) attributable to CBI (GAAP) $ 502.8 $ 615.9 (18%) $ 1,484.9 $ 293.9 405% Comparable adjustments (1) 31.6 (25.0) 260.2 1,739.1 Comparable net income (loss) attributable to CBI (Non-GAAP) $ 534.4 $ 590.9 (10%) $ 1,745.1 $ 2,033.0 (14%) EPS (GAAP) $ 2.88 $ 3.39 (15%) $ 8.43 $ 1.61 424% Comparable adjustments (1) 0.18 (0.14) 1.48 9.53 Comparable EPS (Non-GAAP) (3) $ 3.06 $ 3.25 (6%) $ 9.90 $ 11.14 (11%) Weighted average common shares outstanding - diluted (3) 174.614 181.753 176.189 182.555 We report our financial results in accordance with GAAP. However, non-GAAP financial measures, as defined in the reconciliation tables below, are provided because management uses this information in evaluating the results of our core operations and/or internal goal setting. In addition, we believe this information provides our investors valuable insight on underlying business trends and results in order to evaluate year-over-year financial performance. See the tables below for supplemental financial data and corresponding reconciliations of these non-GAAP financial measures to GAAP financial measures for the periods presented. Non-GAAP financial measures should be considered in addition to, not as a substitute for, or superior to, our reported results prepared in accordance with GAAP. CONSTELLATION BRANDS, INC. AND SUBSIDIARIES RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (in millions, except per share data) (unaudited) (1) See below for further information on comparable adjustments. (2) Amount reflects gross profit less marketing that are no longer part of the results for the applicable periods: (3) Comparable basis diluted net income (loss) per share (“comparable EPS”) may not sum due to rounding as each item is computed independently. The comparable adjustments and comparable EPS are calculated on a fully dilutive basis. Three Months Ended November 30, 2024 Nine Months Ended November 30, 2024 SVEDKA Divestiture 9/1/2024 - 11/30/2024 3/1/2024 - 11/30/2024 2025 Wine Divestitures 9/1/2024 - 11/30/2024 6/2/2024 - 11/30/2024
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30 Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 November 30, 2025 November 30, 2024 Net gain (loss) on undesignated commodity derivative contracts $ 12.6 $ (0.8) $ 7.9 $ (10.5) Settlements of undesignated commodity derivative contracts 2.6 8.3 9.3 23.8 Strategic business reconfiguration costs 0.8 — (0.8) — Flow through of inventory step-up (2.1) (5.2) (3.8) (7.6) Comparable adjustments, Gross profit 13.9 2.3 12.6 5.7 2025 Restructuring Initiative (34.8) — (56.4) — Gain (loss) on sale of business (15.6) — (31.9) — Transition services agreements activity (8.1) (8.3) (23.6) (15.9) Strategic business reconfiguration costs (1.0) (3.6) (6.2) (29.9) Asset impairment and related expenses — — (52.1) — Goodwill impairment — — — (2,250.0) Other gains (losses) (1.3) 0.4 2.4 (20.7) Comparable adjustments, Operating income (loss) (46.9) (9.2) (155.2) (2,310.8) Comparable adjustments, Income (loss) from unconsolidated investments — (38.9) (10.1) 39.9 Comparable adjustments, Adjusted EBIT (46.9) (48.1) (165.3) (2,270.9) Comparable adjustments, Interest expense, net (0.4) — (2.0) (0.3) Comparable adjustments, (Provision for) benefit from income taxes 15.7 73.1 (92.9) 532.1 Comparable adjustments, Net income (loss) attributable to CBI $ (31.6) $ 25.0 $ (260.2) $ (1,739.1) CONSTELLATION BRANDS, INC. AND SUBSIDIARIES RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued) (in millions, except per share data) (unaudited) The comparable adjustments that impacted comparability in our results for each period are as follows: 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 in connection with certain activities which are intended to streamline, increase efficiencies, and reduce our cost structure. 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. 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 (“2025 Restructuring Initiative”). Gain (loss) on sale of business We recognized a net loss from the sales of businesses largely in connection with the 2025 Wine Divestitures. 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. Asset impairment and related expenses Largely in connection with the 2025 Wine Divestitures we recognized contract liabilities and inventory obsolescence expenses, partially offset by changes in then-existing net assets held for sale. Goodwill impairment We recognized a goodwill impairment in connection with negative trends within our Wine and Spirits business.
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31 Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 November 30, 2025 November 30, 2024 Unrealized gain (loss) from the changes in fair value of securities measured at fair value $ — $ — $ (5.0) $ (2.5) Other gains (losses) $ — $ — $ (3.6) $ 0.1 Equity method investments impairment $ — $ (0.3) $ (1.5) $ (2.4) Net gain (loss) in connection with Canopy exchangeable shares $ — $ (38.6) $ — $ 44.7 Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 November 30, 2025 November 30, 2024 Gain (loss) on sale of assets $ (1.1) $ — $ 3.0 $ — Net loss on foreign currency as a result of the resolution of various tax examinations and assessments $ — $ — $ — $ (20.7) Comparable adjustments, Income (loss) from unconsolidated investments Includes the following: Comparable adjustments, Interest expense, net We (i) recognized losses from the write-off of unamortized discount and debt issuance costs in connection with the repayment of outstanding senior notes for the nine months ended November 30, 2025, and (ii) wrote-off accrued interest income related to convertible notes issued to certain investments for the nine months ended November 30, 2025, and November 30, 2024. Comparable adjustments, (Provision for) benefit from income taxes The effective tax rate applied to each comparable adjustment amount is generally based upon the jurisdiction in which the comparable adjustment was recognized. We recognized a benefit from income taxes for the nine months ended November 30, 2024, resulting from the goodwill impairment, net of the non-deductible portion. Comparable adjustments, (Provision for) benefit from income taxes also include items solely impacting income taxes and consist of the following: Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 November 30, 2025 November 30, 2024 Net income tax benefit (expense) recognized for adjustments to valuation allowances $ (27.8) $ 54.0 $ (220.5) $ 58.4 Net income tax expense resulting from a taxable dividend distribution from a foreign subsidiary $ (10.7) $ — $ (29.0) $ — Net income tax benefit (expense) recognized as a result of the resolution of various tax examinations and assessments related to prior periods $ 58.6 $ — $ 146.0 $ 129.7 Net income tax benefit (expense) recognized as a result of recent divestitures $ (16.8) $ 15.4 $ (30.0) $ 5.8 Other gains (losses) Primarily includes the following: Three Months Ended November 30, 2025 November 30, 2024 Income (loss) before income taxes (Provision for) benefit from income taxes (1) Effective tax rate (2) Income (loss) before income taxes (Provision for) benefit from income taxes (1) Effective tax rate (2) Reported basis (GAAP) $ 632.3 $ (110.1) 17.4 % $ 673.6 $ (44.5) 6.6 % Comparable adjustments - (Non-GAAP) 47.3 (15.7) 48.1 (73.1) Comparable basis (Non- GAAP) $ 679.6 $ (125.8) 18.5 % $ 721.7 $ (117.6) 16.3 % CONSTELLATION BRANDS, INC. AND SUBSIDIARIES RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued) (in millions, except per share data) (unaudited) (1) The comparable adjustment effective tax rate applied to each comparable adjustment amount is generally based upon the jurisdiction in which the adjustment was recognized. (2) Effective tax rate is not considered a GAAP financial measure, for purposes of this reconciliation, we derived the reported GAAP measure based on GAAP results, which serves as the basis for the reconciliation to the comparable non-GAAP financial measure.
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32 Operating Income Guidance Guidance Range for the Year Ending February 28, 2026 Actual for the Year Ended February 28, 2025 Percentage Change Operating income (GAAP) $ 2,685 $ 2,756 $ 354.9 657 % 677 % Comparable adjustments (1) 179 179 3,120.0 Divestitures (2) — — (244.7) Comparable operating income (Non-GAAP) $ 2,864 $ 2,935 $ 3,230.2 (11) % (9) % (1) Comparable adjustments include: (3) (4) Estimated for the Year Ending February 28, 2026 Actual for the Year Ended February 28, 2025 2025 Restructuring Initiative $ 73 $ 49.7 Asset impairment and related expenses $ 52 $ 478.0 (Gain) loss on sale of business $ 32 $ (266.0) Transition services agreements activity $ 31 $ 22.6 Strategic business reconfiguration costs $ 6 $ 40.3 Flow through of inventory step-up $ 4 $ 10.2 Transaction, integration, and other acquisition-related costs $ 1 $ 1.2 Settlements of undesignated commodity derivative contracts $ (9) $ (26.8) Net (gain) loss on undesignated commodity derivative contracts $ (8) $ 0.3 (Gain) loss on sale of assets $ (3) $ — Goodwill and intangible assets impairment $ — $ 2,797.7 Other (gains) losses $ — $ 12.8 (2) Amount reflects gross profit less marketing attributable to (i) the SVEDKA Divestiture for the period March 1, 2024, through January 5, 2025 and (ii) the 2025 Wine Divestitures for the period June 2, 2024, through February 28, 2025. (3) See above for further information on comparable adjustments. (4) May not sum due to rounding. CONSTELLATION BRANDS, INC. AND SUBSIDIARIES RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued) (in millions, except per share data) (unaudited)
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33 (1) Comparable adjustments include: (2)(3) Estimated for the Year Ending February 28, 2026 Actual for the Year Ended February 28, 2025 Net income tax expense recognized for adjustments to valuation allowances $ 1.25 $ 0.08 2025 Restructuring Initiative $ 0.31 $ 0.20 Net income tax expense resulting from a taxable dividend distribution from a foreign subsidiary $ 0.16 $ — Asset impairment and related expenses $ 0.22 $ 2.00 Net income tax (benefit) expense recognized as a result of recent divestitures $ 0.17 $ (0.12) (Gain) loss on sale of business $ 0.14 $ (1.07) Transition services agreements activity $ 0.13 $ 0.09 (Income) loss from unconsolidated investments $ 0.04 $ 0.26 Strategic business reconfiguration costs $ 0.03 $ 0.17 Flow through of inventory step-up $ 0.02 $ 0.04 Net income tax benefit recognized as a result of the resolution of various tax examinations and assessments related to prior periods $ (0.83) $ (0.73) Settlements of undesignated commodity derivative contracts $ (0.04) $ (0.11) Net (gain) loss on undesignated commodity derivative contracts $ (0.03) $ — (Gain) loss on sale of assets $ (0.01) $ — Goodwill and intangible assets impairment $ — $ 13.30 Other (gains) losses $ — $ 0.08 Loss of interest income on write-off of a convertible note $ — $ 0.02 (2) May not sum due to rounding as each item is computed independently. The comparable adjustments and comparable EPS are calculated on a fully dilutive basis. (3) See above for further information on comparable adjustments. CONSTELLATION BRANDS, INC. AND SUBSIDIARIES RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued) (in millions, except per share data) (unaudited) EPS Guidance Guidance Range for the Year Ending February 28, 2026 Actual for the Year Ended February 28, 2025 Forecasted EPS (GAAP) $ 9.72 $ 10.02 $ (0.45) Comparable adjustments (1) 1.58 1.58 14.23 Forecasted comparable EPS (Non-GAAP) (2) $ 11.30 $ 11.60 $ 13.78
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34 Free Cash Flow Guidance Free cash flow, as defined in the reconciliation below, is considered a liquidity measure and is considered to provide useful information to investors about the amount of cash generated, which can then be used, after required debt service and dividend payments, for other general corporate purposes. A limitation of free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. Guidance Range for the Year Ending February 28, 2026 Net cash provided by operating activities (GAAP) $ 2,500 $ 2,600 Purchase of property, plant, and equipment (1,200) (1,200) Free cash flow (Non-GAAP) $ 1,300 $ 1,400 Nine Months Ended November 30, 2025 November 30, 2024 Net cash provided by operating activities (GAAP) $ 2,106.2 $ 2,557.5 Purchase of property, plant, and equipment (656.1) (931.5) Free cash flow (Non-GAAP) $ 1,450.1 $ 1,626.0 CONSTELLATION BRANDS, INC. AND SUBSIDIARIES RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued) (in millions, except per share data) (unaudited)