STZConstellation Brands

The decrease in Wine and Spirits net sales is due to a $107.7 million decrease in organic net sales and $22.6 $711.2 million from the SVEDKA Divestiture Wine and Spirits Divestitures that are no longer part of our business. business and a $133.9 million decrease in organic net sales. The decrease in organic net sales is driven by (i) a $93.5 $43.0 million decrease in branded wine and spirits shipment volume, (ii) a $30.1 million decrease in non-branded net sales led by a decline in bulk wine sales, and (iii) a $16.1 million decrease from pricing actions in certain markets, partially offset by $29.9 $38.9 million of higher unfavorable product mix, (iii) $30.0 million of lower contractual distributor payments as compared to Fiscal 2024. 2025, and (iv) a $17.6 million decrease from strategic pricing actions taken on certain brands. The decrease in branded wine and spirits shipment volume is and unfavorable mix are primarily attributable to our U.S. wholesale market, primarily driven including the change in cadence of shipments to better align with consumer demand following the shift to a portfolio of exclusively higher-end brands. Additionally, we believe our branded wine and spirits shipment volume was negatively impacted by declines both tariffs imposed by the U.S. government and by retaliatory tariffs and actions in both the overall wine market and in our mainstream and premium wine brands, as well as retailer inventory destocking. certain international markets. For Fiscal 2026, 2027, we expect depletion volume to outpace shipment volume, most notably during volume driven by mutually agreed upon inventory reductions with key distributors following the first quarter. 2025 Wine Divestitures.

We have incurred indebtedness to finance investments and acquisitions, refinance other indebtedness, fund beer operations expansion, optimization, and construction activities capacity additions and other capital expenditures, pay cash dividends, repurchase shares of our common stock, and fund other general corporate purposes, including working capital. In the future, we may continue to incur additional indebtedness for any or all of these activities. We are exposed to risks associated with interest rate fluctuations, and while the U.S. Federal Reserve has recently been reducing the federal funds rate, we continue to experience an elevated interest rate environment relative to recent historically low interest rates. We could experience further changes in our ability to manage fluctuations in interest rates, including for our variable interest rate debt debt, and disruption or volatility in the credit markets. The current interest rate environment is elevated relative to the interest rates on certain of our outstanding indebtedness that will be maturing over the next several years. If we experience reduced access to credit or if we need higher future interest rates to refinance indebtedness. our maturing indebtedness, to incur additional indebtedness, or on our variable interest rate exposures, it could increase our overall interest expense and adversely affect our liquidity and capital resources. In addition, our business may not generate sufficient cash flow from operations to meet all our debt service requirements, return value to stockholders such as through payment of dividends or repurchases of shares of our common stock, achieve or maintain our target comparable net leverage ratio, and fund our general corporate and capital requirements.

Our revenue (referred to in our financial statements as “sales”) consists primarily of the sale of beer, wine, and spirits domestically in the U.S. Sales of products are for cash or otherwise agreed-upon credit terms. Our payment terms vary by location and customer, however, the time period between when revenue is recognized and when payment is due is not significant. Our customers Customers consist primarily of wholesale distributors. Our revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the customer, depending upon the method of distribution, and shipping terms. We have elected to treat shipping as a fulfillment activity. Revenue is measured as the amount of consideration we expect to receive in exchange for the sale of our product. Our sales terms do not allow for a right of return except for matters related to any manufacturing defects on our part. Amounts billed to customers for shipping and handling are included in sales.

In connection with prior divestitures, we have indemnified respective parties against certain liabilities that may arise subsequent to the divestiture. As of February 28, 2025, 2026, and February 29, 2024, 28, 2025, these liabilities consist primarily of indemnifications related to certain income tax matters and lease contracts. As of February 28, 2025, 2026, and February 29, 2024, 28, 2025, the carrying amount of our indemnification liabilities was $18.4 $12.2 million and $32.9 $18.4 million, respectively, and are included in other accrued expenses and liabilities and deferred income taxes and other liabilities. We do not expect to be required to make material payments under the indemnifications and we believe that the likelihood is remote that the indemnifications could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.