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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”).
Read in the filing ↗ Also in 8-K of Sep 2, 2025, 8-K of Jan 7, 2026
We recognized pre-tax restructuring costs in connection with the 2025 Restructuring Initiative as follows:
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Since the inception of the 2025 Restructuring Initiative, we have incurred the following pre-tax restructuring costs:
Read in the filing ↗ Also in 10-Q of Jan 8, 2026, 10-K of Apr 22, 2026, 10-Q of Jul 1, 2026, 10-Q of Oct 7, 2026
We recognized pre-tax restructuring costs within selling, general, and administrative expenses in our consolidated results related to the 2025 Restructuring Initiative as follows:
Read in the filing ↗ Also in 10-K of Apr 22, 2026, 10-Q of Jul 1, 2026, 10-Q of Oct 7, 2026
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 now 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 $72.2 million of pre-tax restructuring costs in Fiscal 2026 and $121.9 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, see Note 3.
Read in the filing ↗ Also in 10-Q of Jul 1, 2026, 10-Q of Oct 7, 2026, 10-K of Apr 23, 2025, 10-Q of Oct 7, 2025, 10-Q of Jan 8, 2026
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued) (in millions, except per share data) (unaudited) 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”).
Read in the filing ↗ Also in 8-K of Apr 8, 2026
• the success of 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;
Read in the filing ↗ Also in 8-K of Oct 6, 2025, 8-K of Apr 8, 2026, 8-K of Jan 7, 2026
• 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;
Read in the filing ↗ Also in 10-Q of Jan 8, 2026
The 2025 Restructuring Initiative is an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business, including through enhanced organizational efficiency and optimized expenditures across our organization. The majority of the work associated with the 2025 Restructuring Initiative was executed within the year ended February 28, 2026. The 2025 Restructuring Initiative is estimated to result in $ 130 million of cumulative pre-tax costs once all phases are fully implemented. These costs are expected to be comprised of (i) employee termination costs ( 50 %) and (ii) consulting services as well as other costs, which primarily include contract termination costs ( 50 %).
Read in the filing ↗ Also in 10-Q of Oct 7, 2026, 10-K of Apr 23, 2025, 10-K of Apr 22, 2026, 10-Q of Oct 7, 2025, 10-Q of Jan 8, 2026
Strategic business development costs/Restructuring and other strategic business development costs
Read in the filing ↗ Also in 8-K of Apr 11, 2024
Strategic business reconfiguration costs/Restructuring and other strategic business reconfiguration costs
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(1) Represents amounts accrued in connection with the 2025 Restructuring Initiative.
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Restructuring and other strategic business reconfiguration costs (79.3) (46.3) (9.9)
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The activity for the restructuring costs discussed above and the related accruals are as follows:
Read in the filing ↗ Also in 10-Q of Jan 8, 2026, 10-K of Apr 22, 2026, 10-Q of Jul 1, 2026, 10-Q of Oct 7, 2026
(1) Represents amounts accrued as of February 28, 2025 in connection with the 2025 Restructuring Initiative.
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benefited from the continued successful execution of efficiency and cost optimization initiatives, including the 2025 Restructuring Initiative.
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of $1.5 - $1.6 billion , (1) inclusive of the separately announced Wine and Spirits divestiture and restructuring actions
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This section provides a description of our strategy, including our 2025 Restructuring Initiative, and significant divestitures, acquisitions, and investments.
Read in the filing ↗ Also in 10-Q of Jan 8, 2026, 10-K of Apr 22, 2026
(1) The total accrual was recorded in accrued restructuring within other accrued expenses and liabilities in our consolidated balance sheets.
Read in the filing ↗ Also in 10-Q of Jan 8, 2026, 10-K of Apr 22, 2026
(1) The total accrual was recorded in accrued restructuring within other accrued expenses and liabilities on our consolidated balance sheets.
Read in the filing ↗ Also in 10-Q of Oct 7, 2026
We recognized costs in connection with an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business.
Read in the filing ↗ Also in 10-Q of Jul 1, 2026, 8-K of Oct 6, 2026, 10-Q of Oct 7, 2026, 10-Q of Oct 7, 2025, 10-Q of Jan 8, 2026
Announces Separately Divestiture of Remaining Mainstream Wine Brands, And Restructuring Actions Expected to Generate Over $200 Million in Net Annualized Cost Savings By Fiscal 2028
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This section provides a description of our strategy, including our 2025 Restructuring Initiative, and a discussion of a recent development and certain acquisitions and divestitures.
Read in the filing ↗ Also in 10-Q of Oct 7, 2026
We are seeking to unlock cost savings through a wide range of initiatives and restructuring actions, including the 2025 Restructuring Initiative, and we may institute additional cost savings, restructuring, and efficiency measures in the future. These cost reduction and efficiency measures include, but are not limited to, enhancing our organizational efficiency and optimizing expenditures across our organization, such as future …
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As previously discussed, the decrease in Corporate Operations and Other operating loss is primarily attributable to cost savings measures implemented as part of the 2025 Restructuring Initiative.
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We are seeking to continue to unlock cost savings through a wide range of initiatives and restructuring actions, including the 2025 Restructuring Initiative, and we may institute additional cost savings, restructuring, and efficiency measures in the future. These cost reduction and efficiency measures include, but are not limited to, enhancing our organizational efficiency and optimizing expenditures across our organization, such …
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As previously discussed, the decrease in Corporate Operations and Other operating loss is largely attributable to the 2025 Restructuring Initiative, partially offset by higher stock-based compensation expense.
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• Operating margin improved to 3.8% driven by favorability in COGS from recoveries of U.S. tariffs and savings across marketing and other SG&A from our optimization and restructuring initiatives.
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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.
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◦ our long-term financial model, target comparable net leverage and target dividend payout ratios, future operations, financial condition and position, net sales, expenses including potential future impairment losses, hedging programs, cost savings, restructuring, and efficiency initiatives, including the 2025 Restructuring Initiative, capital expenditures, effective tax rates, anticipated tax liabilities, and potential impacts to our income tax provision, expected volume, inventory, supply and demand levels, balance, cadence, 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;
Read in the filing ↗ Also in 10-Q of Jan 8, 2026, 10-K of Apr 22, 2026, 10-Q of Jul 1, 2026, 10-Q of Oct 7, 2026
We recognized costs in connection with certain activities, which are intended to streamline, increase efficiencies, and reduce our cost structure primarily within our Wine and Spirits segment, as well as those associated with the 2025 Restructuring Initiative.
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We expect some or all of these market conditions and their impacts to continue in 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
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The decrease in Corporate Operations and Other selling, general, and administrative expenses is largely driven by cost savings measures as a result of the 2025 Restructuring Initiative, partially offset by higher stock-based compensation expense as compared to First Quarter 2026.
Read in the filing ↗ Also in 10-K of Apr 22, 2026
expected to be completed within Fiscal 2026 and is estimated to result in $80 million to $100 million of cumulative pre-tax costs once all phases are fully implemented. In connection with the 2025 Restructuring Initiative, we recognized $46.9 million of pre-tax employee termination costs and $2.8 million of pre-tax consulting services costs in Fiscal 2025 and we anticipate incurring an additional approximately $40 million of pre-tax consulting services, employee termination, and other costs during Fiscal 2026. The Fiscal 2025 costs were included in selling, general, and administrative costs within our consolidated results. For additional information on the 2025 Restructuring Initiative, see Note 2.
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The decrease in Corporate Operations and Other selling, general, and administrative expenses is largely due to a decrease in compensation and benefits, driven by lower (i) headcount resulting from the 2025 Restructuring Initiative and (ii) stock-based compensation expense as compared to Third Quarter 2025, partially offset by increased legal expenses.
Read in the filing ↗ Also in 10-Q of Oct 7, 2025, 10-Q of Oct 7, 2025, 10-Q of Jan 8, 2026
… As a % of net sales ~8 to 8.5% 9.2% 9.7% ~9% including restructuring savings ~7% including restructuring savings Other SG&A As a % of net sales ~14.5% 15.1% 15.3% ~30% including restructuring savings ~17% to 18% including restructuring savings Operating Margin And / Or Operating Income Growth (Decline) ~25% to 26% 22.2% 19.5 …
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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.
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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.
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Estimated for the Year Ending (1) Comparable adjustments include: February 28, 2027 ────────────────────────────────────────────────────────────────────────────── Asset impairment and related expenses $ 68 Settlements of undesignated commodity $ 24 derivative contracts Strategic business reconfiguration costs $ 17 Transition services agreements activity $ 16 2025 Restructuring Initiative $ 9 (Gain) loss on sale of business $ 4 Flow through of inventory step-up $ 2 Other (gains) losses $ 2 Net (gain) loss on undesignated commodity $ -53 derivative contracts
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As of February 28, 2025, we had approximately 10,600 employees, including approximately 1,300 employees through our equally-owned joint venture with Owens-Illinois. The number of employees will change throughout the year, such as when we employ additional workers during the grape crushing seasons, and due to anticipated reductions in connection with the 2025 Wine Divestitures Transaction and the 2025 Restructuring Initiative within Fiscal 2026.
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Operating income decreased 13% largely due to (i) the loss of net sales as a result of the Wine and Spirits Divestitures, (ii) the declines in Beer and organic Wine and Spirits segments net sales, and (iii) increased restructuring costs, partially offset by (i) a successful execution of efficiency and cost optimization initiatives within the Beer segment and (ii) reduced marketing spend within the Wine and Spirits segment.
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The decrease in Beer selling, general, and administrative expenses is largely due to $4.5 million and $2.7 million of decreased general and administrative expenses and marketing spend, respectively. The decrease in general and administrative expenses was driven by cost savings measures as a result of the 2025 Restructuring Initiative, lower short-term incentive accruals, and favorable foreign currency impact, partially offset by increased compensation and benefits. Marketing as a percenta...
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The decrease in Wine and Spirits selling, general, and administrative expenses is largely due to $18.5 million and $17.2 million of decreased marketing spend and general and administrative expenses, respectively. The decrease in marketing spend is driven by 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.
Read in the filing ↗ Also in 10-Q of Jan 8, 2026
The increase in Beer selling, general, and administrative expenses is largely driven by $10.9 million and $4.7 million of increased general and administrative expenses and marketing spend, respectively. The increase in general and administrative expenses is primarily due to higher compensation and benefits and consulting costs, partially offset by lower short-term incentive accruals and cost savings measures as a result of the 2025 Restructuring Initiative. Marketing as a percentage of ne...
Read in the filing ↗ Also in 10-K of Apr 22, 2026
The decrease in Wine and Spirits selling, general, and administrative expenses is largely driven by $69.7 million and $24.3 million of decreased marketing spend and general and administrative expenses, respectively. The decrease in general and administrative expenses is largely driven by cost savings measures as a result of the 2025 Restructuring Initiative, partially offset by unfavorable short-term incentive accruals. The decrease in marketing spend is primarily driven by our smaller po...
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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.
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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 ...
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Operating income increased 18% largely due to (i) favorable Comparable Adjustments led by net gains recognized on undesignated commodity derivative contracts for First Quarter 2027 compared with net losses for First Quarter 2026 and lower First Quarter 2027 losses associated with asset impairment and related expenses and (ii) continued successful execution of efficiency and cost optimization initiatives, including the 2025 Restructuring Initiative, partially offset by the lower net sales as a result of the 2025 Wine Divestitures.
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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.
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2025 2024 Salaries, commissions, and payroll benefits and withholdings $ 155.3 $ 197.8 Promotions and advertising 133.7 146.7 Accrued interest 98.7 110.7 Contract liabilities 91.5 34.6 Operating lease liability 76.7 89.6 Accrued excise taxes 49.8 51.0 Accrued restructuring (1) 49.7 — Derivative liabilities 46.6 33.1 Accrued insurance, property, and other taxes 34.4 28.4 Liabilities held for sale 33.7 — Other 116.6 144.5 $ 886.7 $ 836.4
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