10-K 0000016918-26-000011 (2026-04-22) vs 10-K 0000016918-25-000022 (2025-04-23)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 10,825 |
17.6% |
| MD&A | Item 7 | 9,119 |
30.2% |
| Legal Proceedings | Item 3, via Note 17 – COMMITMENTS AND CONTINGENCIES | 665 |
18.5% |
| Accounting Policies | Item 8, Note 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3,056 |
13.3% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 189 words changed in this paragraph; it is 46% similar to last year's version.
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.
Source: Item 7, 10-K 0000016918-26-000011 vs Item 7, 10-K 0000016918-25-000022
Risk Factors 178 words changed in this paragraph; it is 47% similar to last year's version.
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.
Source: Item 1A, 10-K 0000016918-26-000011 vs Item 1A, 10-K 0000016918-25-000022
Accounting Policies 52 words changed in this paragraph; it is 83% similar to last year's version.
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.
Source: Item 8, Note 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000016918-26-000011 vs Item 8, Note 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000016918-25-000022
Legal Proceedings 42 words changed in this paragraph; it is 80% similar to last year's version.
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.
Source: Item 3, via Note 17 – COMMITMENTS AND CONTINGENCIES, 10-K 0000016918-26-000011 vs Item 3, via Note 16 – COMMITMENTS AND CONTINGENCIES, 10-K 0000016918-25-000022
Every change, by type
Sentences and paragraphs of STZ's Risk Factors and MD&A, 10-K 2026-04-22 against 10-K 2025-04-23.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Nicholas Fink became our President and Chief Executive Officer on April 13, 2026. Our future performance will depend, in part, on the successful transition of Mr. Fink as our new President and Chief Executive Officer. Leadership transitions and the onboarding process can be inherently difficult to manage, will take time, and could result in changes in our business strategy, operations, processes, and workforce. If we do not successfully manage this transition, it may cause disruption to our business and be viewed negatively by various stakeholders, including our consumers, Customers, stockholders, employees, and/or suppliers. Our future performance will also continue to depend on the services and contributions of our other senior management and key employees to execute on our strategy and business plans and to identify and pursue new opportunities and product innovations. The loss of services of senior management or other key employees and the onboarding and transition of new senior leaders and key employees could significantly delay or prevent the achievement of our strategic objectives. Each of these risks could adversely affect our business, liquidity, financial condition, and/or results of operations.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedRisk Factors
Our continued success also depends on our ability to attract and retain a high-quality workforce that reflects the consumers and communities we serve in a competitive environment for talent and to implement our human capital
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedRisk Factors
•significant additional changes in U.S. trade policy and actions which include threatened, new, and increased tariffs imposed by the U.S. government on other countries, such as tariffs on aluminum and aluminum derivative product imports and other product imports from certain countries, including Mexico, Italy and the rest of the European Union, and New Zealand, and the ongoing review of the U.S.-Mexico-Canada Agreement;
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedRisk Factors
•retaliatory or other tariffs and actions imposed on certain U.S. goods, including restrictions on beverage alcohol sales from U.S. producers imposed by some Canadian provinces; and
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedRisk Factors
•subsequent modifications and delays to or invalidation of various tariffs and associated refund procedures, litigation, and developments, including impacts from the U.S. Supreme Court decision invalidating the use of IEEPA to authorize certain tariffs.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedRisk Factors
Indebtedness, credit ratings, interest rate fluctuations, and credit market disruptions or volatility
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedRisk Factors
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. Interest rate fluctuations and credit market disruption or volatility may also impact our consumers, Customers, and/or suppliers which could, in turn, adversely effect our business, liquidity, financial condition, and/or results of operations.
Read it in 10-K 2026-04-22 at sec.gov ↗
RemovedRisk Factors
forecasts turn out to be inaccurate, it could adversely affect our business, liquidity, financial condition, and/or results of operations.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedRisk Factors
Our breweries, the Glass Plant, our wineries, and our distilleries use a large volume of agricultural and other raw materials to produce our products. These include corn starch and sugars, malt, hops, fruits, yeast, and water for our breweries; soda ash and silica sand for the Glass Plant; grapes and water for our wineries; and grain
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedRisk Factors
The swift pace of technological change has led to a nonuniform and complex set of cybersecurity and data privacy laws, regulations, and standards. Meanwhile, the recent proliferation and rapid evolution of AI
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedRisk Factors
On February 18, 2025, a purported stockholder of the Company filed a putative class action in the United States District Court for the Western District of New York 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 President and Chief Executive Officer, and our Executive Vice President and Chief Financial Officer, and asserts claims for alleged violations of
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedRisk Factors
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. The complaint seeks, among other relief, alleged damages in an unspecified amount, attorneys’ fees, and costs.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedRisk Factors
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.).); and 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.). 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. Neither 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 complaint filed in Meza.
Read it in 10-K 2025-04-23 at sec.gov ↗
RewordedRisk Factors
Until November 2027 and so long as the Sands Family Stockholders, collectively, have beneficial or record ownership of at least 10% of the issued and outstanding shares of Class A Stock, our Board of Directors will, subject to the procedures and limitations set forth in the Reclassification Agreement, nominate two individuals designated by WildStar for election to our Board of Directors at any annual meeting of our stockholders at which directors are to be elected (or otherwise in connection with any action by written consent pursuant to which a majority of the Board of Directors will be elected).
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
So In addition, until November 2027, so long as the Sands Family Stockholders, collectively, have beneficial or record ownership of less than 10% but at least 9,239,463.1 shares the 5% Threshold, and after the five-year anniversary of Class A Stock, the closing of the Reclassification in November 2027 and so long as may be adjusted by any stock dividend, stock split, stock combination, the Sands Family Stockholders, collectively, have beneficial or similar transaction, record ownership of at least the 5% Threshold, our Board of Directors will, subject to the procedures and limitations set forth in the Reclassification Agreement, nominate one individual designated by WildStar for election to the Board of Directors at any annual meeting of our stockholders at which directors are to be elected (or otherwise in connection with any action by written consent pursuant to which a majority of the Board of Directors will be elected).
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
For example, the European Commission and the SEC have promulgated rules that would require significantly increased disclosures related to climate change, although each body has taken subsequent actions to limit or abandon their rules, such as the European Commission’s adoption of a package of proposals to simplify and delay various European Union rules and the SEC’s stay of the effectiveness of its rules and its withdrawal of its defense of the rules in the pending rules.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
To the extent any of the foregoing factors result in significant disruptions and costs to our operations, fail to produce the anticipated benefits, compromise confidential or sensitive information, imperil our intellectual property, result in harm to our reputation and the public perception of the effectiveness of our IT systems and cybersecurity measures, result in litigation or regulatory actions, and/or reduce the effectiveness of our internal control over financial reporting, it could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
We may not allot sufficient resources to attain, may not ultimately achieve, may be unable to satisfy all stakeholders regarding, and/or may be subject to government enforcement actions, fines, proceedings, or litigation related to our targets commitments and aspirations, and our costs in relation to any of the foregoing matters may exceed our projections, which could have a material adverse effect upon our business, liquidity, financial condition, and/or results of operations.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
If these or any other factors cause or continue to cause a decline in the growth rate, amount, or profitability of sales of our Mexican products, particularly our beer brands in the U.S. U.S., or any material shift in consumer preferences, behaviors, perception, and sentiment in our major markets away from our beer, wine, and spirits brands, products, and our Mexican beer brands in particular, or from the categories in which they compete, or if our financial or operational forecasts turn out to be inaccurate, it could adversely affect our business, liquidity, financial condition, and/or results of operations.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
We have disclosed various targets strategies, initiatives, and aspirations in these areas, including on restoration of water withdrawals, stewardship, GHG emissions, waste reduction, and circular packaging, such as reducing our water use efficiency ratio and certain GHG emissions at our breweries, and we may disclose new or updated targets or strategies, initiatives, and aspirations in these areas in the future.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
The supply, on-time availability, and price cost of raw, packaging, and other materials, energy, and other commodities have been and may continue to be affected by many factors beyond our control, including economic factors, tariffs, legal and regulatory requirements, including tariffs and extended producer responsibility and post-consumer recycled content obligations, supply chain disruptions, inflationary pressures, market demand, global geopolitical events and tensions, wars, military conflicts, including the conflict in the Middle East, weather events or natural or man-made disasters, including droughts, storms, and wildfires, plant diseases, and theft.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
We are monitoring these impacts of the OB3 Act that are expected to negatively impact our effective tax rate for Fiscal 2027 as well as developments around Pillar Two because these such changes, when enacted by the various jurisdictions in which we do business, may significantly increase our taxes in these jurisdictions.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
Consumer preferences, behaviors, perception, and sentiment may shift due to a variety of factors, including changes in taste preferences and leisure, dining, and beverage purchasing and consumption patterns, U.S. demographic trends, trends involving environmental sustainability and CSR matters, changing market dynamics, including consumer-led premiumization, moderation, and betterment trends, pricing, perceived value, branding, marketing, and reputational considerations, geopolitical events and tensions, trends involving environmental sustainability and CSR matters, and other negative trends impacting our products, business, and the entire beverage alcohol industry. industry, such as elevated product supply or inventory levels.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
Even if not discontinued, We may discontinue, limit, suspend, delay, or decrease our dividends and share repurchases at any time without prior notice; the amount of such dividends and repurchases may be changed, changed; and the amount, timing, and frequency of such dividends and repurchases may vary from historical practice or from our stated expectations.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedRisk Factors
In addition to information discussed elsewhere in this Form 10-K, you should carefully consider the following factors, as well as additional factors not presently known to us or that we currently deem to be immaterial, which reflect our beliefs and opinions as to factors that could materially and adversely affect our business, liquidity, financial condition, and/or results of operations in future periods. periods, which may negatively impact the value of our securities.
Read it in 10-K 2026-04-22 at sec.gov ↗
Quiet changesRisk Factors
We have an exclusive arrangement with one wholesaler that generates a large portion of our branded U.S. wine and spirits net sales, and we have one wholesaler for our beer portfolio which, through multiple entities, represents approximately one-quarter of our consolidated net sales.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
may include subdued spend, depressed sentiment, value-seeking behaviors, and reductions in the discretionary income available to purchase our products among consumers, elevated unemployment, changing prices, 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.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
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 $845.9 million of cash proceeds, which were used for the repayment of debt.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
Comparable Adjustments, Selling, general, and administrative expenses (98.2) (116.5)
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
We recognized costs primarily in connection with severance benefits in accordance with the terms of a pre-existing employment agreement.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
Largely in connection with (i) the commitment to dismantling and abandonment of certain aged long-lived assets at the Obregón Brewery (Fiscal 2026), (ii) the 2025 Wine Divestitures we recognized contract liabilities and inventory obsolescence expenses, partially offset by changes in then-existing net assets held for sale (Fiscal 2026), and
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
(iii) certain then-existing wine and spirits assets that met held for sale criteria (Fiscal 2025). For additional information, refer to Notes 2, 6, and 8.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
•(i) Fiscal 2025 non-deductible portion of the Wine and Spirits goodwill impairment, (ii) Fiscal 2026 adjustments to tax attributes, (iii) resolution of tax examinations and assessments related to prior periods, and (iv) SVEDKA Divestiture; partially offset by
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
•(i) changes to valuation allowances and (ii) effective tax rates applicable for foreign businesses.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
Fiscal Fiscal Dollar 2026 2025 Change (in millions) Net proceeds from (payments of) debt, current and long-term, and related activities $ (950.5) $ (391.8) $ (558.7) Dividends paid (715.7) (731.8) 16.1 Purchases of treasury stock (924.1) (1,123.8) 199.7 Net cash provided by (used in) stock-based compensation activities (1.7) 60.0 (61.7) Distributions to noncontrolling interests (62.5) (57.5) (5.0) Payment of contingent consideration (1.5) (0.7) (0.8) Purchase of noncontrolling interest — (16.2) 16.2 Net cash provided by (used in) financing activities $ (2,656.0) $ (2,261.8) $ (394.2)
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
In May 2025, we entered into the 2025 Term Credit Agreement, which provided for a six-month delayed draw $500.0 million term loan facility. Effective October 21, 2025, we terminated all commitments under the 2025 Term Credit Agreement.
Read it in 10-K 2026-04-22 at sec.gov ↗
AddedMD&A
In April 2025, we entered into the 2025 Restatement Agreement that amended and restated our then-existing senior credit facility. The 2025 Restatement Agreement resulted in (i) refinancing the existing $2.25 billion revolving credit facility, (ii) extending its maturity to April 28, 2030, and (iii) refining certain negative covenants. There are no borrowings outstanding under the 2025 Credit Agreement.
Read it in 10-K 2026-04-22 at sec.gov ↗
RemovedMD&A
Recent developments in international trade relations, including significant changes in U.S. trade policy and actions which include threatened, new, and increased tariffs on other countries and retaliatory tariffs and actions
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
In April 2025, we entered into a definitive agreement to fully divest and, in certain instances, exclusively license the trademarks of a portion of our wine and spirits business, primarily centered around our remaining mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities for $900 million, subject to certain adjustments. The 2025 Wine Divestitures Transaction is subject to the satisfaction of certain closing conditions, including receipt of required regulatory approval, and is expected to close immediately following the end of our first quarter of Fiscal 2026. We expect to use the net cash proceeds from the 2025 Wine Divestitures Transaction for general corporate purposes. This transaction supports our strategic focus on consumer-led premiumization trends and meeting the evolving needs of our consumers.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
Selected financial information included in our results of operations for the portion of the Wine and Spirits business that we expect will no longer be part of our consolidated results is as follows:
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
Net Sales Gross Profit Marketing (1) (in millions) Fiscal 2025 2025 Wine Divestitures Transaction $796.6 $317.5 $48.2 SVEDKA Divestiture $98.3 $39.3 $4.4
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
(1)Included in selling, general, and administrative expenses within our consolidated results of operations.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
In June 2023, we completed the Craft Beer Divestitures. Accordingly, our consolidated results of operations include the results of operations of such craft beer brands through the dates of these divestitures. The Craft Beer Divestitures are consistent with our strategic focus on continuing to grow our high-end imported beer brands through maintenance of leading margins and enhancements to our results of operations.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
In May 2023, we sold the Daleville Facility in connection with our decision to exit the craft beer business.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
We have an investment in Canopy, a North American cannabis and CPG company providing medical and adult-use cannabis products, which provides us an investment interest in a business in adjacent categories.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
We evaluated our then-existing Canopy Equity Method Investment as of May 31, 2023, and determined there was an other-than-temporary impairment. Our conclusion was based on several contributing factors, including: (i) the fair value being less than the carrying value and the uncertainty surrounding Canopy’s stock price recovering in the near-term, (ii) Canopy recorded significant costs in its fourth quarter of fiscal 2023 results designed to align its Canadian cannabis operations and resources in response to continued unfavorable market trends, (iii) the substantial doubt about Canopy’s ability to continue as a going concern, as disclosed by Canopy, and (iv) Canopy’s identification of material misstatements in certain of its previously reported financial results related to sales in its BioSteel Sports Nutrition Inc. reporting unit that were accounted for incorrectly, including the recording of a goodwill impairment during its restated second quarter of fiscal 2023. As a result, the Canopy Equity Method Investment with a $266.2 million carrying value was written down to $142.7 million, its estimated fair value, resulting in a $123.5 million impairment. This loss from impairment was included in income (loss) from unconsolidated investments within our consolidated results for Fiscal 2024. We no longer apply the equity method to our investment in Canopy following the April 2024 conversion of our Canopy common shares to Exchangeable Shares.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
In April 2023, we extended the maturity of the remaining C$100.0 million principal amount of our then-existing Canopy Debt Securities by exchanging them for the 2023 Canopy Promissory Note. The fair value of the Canopy Debt Securities was $69.6 million as of February 28, 2023. As of May 31, 2023, we determined that the 2023 Canopy Promissory Note did not have future economic value and, accordingly, the fair value was reduced to zero.
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
(in millions) Fiscal Fiscal 2025 2024 Cost of product sold Settlements of undesignated commodity derivative contracts $ 26.8 $ 15.0 Strategic business reconfiguration costs (10.7) — Flow through of inventory step-up (10.2) (3.6) Net gain (loss) on undesignated commodity derivative contracts (0.3) (44.2) Other gains (losses) 0.6 — Comparable Adjustments, Cost of product sold 6.2 (32.8) Selling, general, and administrative expenses Restructuring and other strategic business reconfiguration costs (79.3) (46.3) Transition services agreements activity (22.6) (24.9) Transaction, integration, and other acquisition-related costs (1.2) (0.6) Insurance recoveries — 55.1 Other gains (losses) (13.4) (11.2) Comparable Adjustments, Selling, general, and administrative expenses (116.5) (27.9)
Read it in 10-K 2025-04-23 at sec.gov ↗
RemovedMD&A
We recognized business interruption and other recoveries largely related to severe winter weather events. For additional information, refer to Note 16.
Read it in 10-K 2025-04-23 at sec.gov ↗
RewordedMD&A
This decrease increase of $1,808.8 million, or 105%, $1,768.1 million is largely attributable to Fiscal 2025 Wine and Spirits-related impairments, including (i) wine and spirits goodwill, (ii) wine trademarks, and (iii) then-existing assets held for sale, partially offset by the (i) benefit from net sales declines in both the Wine and Spirits and Beer segments and (ii) provision for income taxes as compared to a provision for the benefit from income taxes for Fiscal 2024, (ii) favorable impact from income (loss) from unconsolidated investments, driven by Fiscal 2024 Canopy-related activities, (iii) Fiscal 2025 improvements within the Beer segment, and (iv) the net gain related to the SVEDKA Divestiture. 2025.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
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.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
The decrease in organic gross profit is largely attributable to (i) a $58.7 $38.3 million decrease decline in branded wine and spirits shipment volume, (ii) $28.7 the $30.0 million from lower contractual distributor payments, (iii) $18.0 million of unfavorable product mix mix, (iv) the $17.6 million from lower-margin net sales, (iii) the $16.1 million of unfavorable pricing, strategic pricing actions, and (iv) $12.2 (v) $17.1 million of increased cost of product sold, partially offset by the $29.9 million from higher contractual distributor payments. sold.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
This decrease increase of $311.1 $991.3 million, or 24%, 102%, was primarily due to (i) $403.8 $441.3 million of increased higher proceeds from the sale of business, driven by the SVEDKA Divestiture, and 2025 Wine Divestitures, (ii) $55.0 $339.1 million of reduced capital expenditures for Fiscal 2025 2026 as compared to Fiscal 2024. 2025, and (iii) $158.7 million of reduced business acquisition activity for Fiscal 2026, driven by the June 2024 acquisition of the Sea Smoke wine business.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
For example, the U.S. government has imposed tariffs on certain product imports from certain countries (such as Mexico, the European Union imports, including Italy, on aluminum and New Zealand) aluminum derivatives, and certain other countries have implemented tariffs and other actions on U.S. goods, such as the boycotts and tariffs on certain product imports originating from the U.S. imposed by the Canadian government, federal and some provincial governments and retaliatory tariffs in other international markets, although some of these tariffs were subsequently modified modified, delayed, suspended, or delayed. invalidated.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
In connection with the 2025 Restructuring Initiative, we recognized $46.9 $72.2 million of pre-tax employee termination costs and $2.8 million of pre-tax consulting services restructuring costs in Fiscal 2025 2026 and we anticipate incurring an additional approximately $40 $121.9 million of cumulative pre-tax consulting services, employee termination, and other costs during Fiscal 2026. since the inception of this initiative.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
The increase decrease in Beer net sales is due to a (i) $264.2 $323.0 million of decline in shipment volume growth and (ii) $168.1 million of favorable impact from pricing in select markets, partially offset by $55.1 $29.8 million of unfavorable product mix primarily from a shift in package types. types, partially offset by $128.2 million of favorable impact from pricing in select markets.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
Additionally, as As of November 30, 2024, we evaluated the our Exchangeable Shares for impairment primarily due to the business and industry factors that led to the decline in Canopy’s common share price since the date April 2024 conversion of conversion our then-existing Canopy common shares and exchange. exchange of a portion of the principal amount of a then-existing promissory note issued to us by Canopy for Exchangeable Shares.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
The increase decrease in Beer operating income is largely attributable to the favorable impact from pricing, decline in shipment volume growth, and reduced the increase in cost of product sold, led by cost savings initiatives, including tariffs on aluminum, partially offset by the increased marketing spend favorable impact from efficiency and unfavorable product mix, cost optimization initiatives and pricing, as described above.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
Fiscal Fiscal Dollar Percent 2026 2025 2024 Change Change (in millions) Beer $ 1,200.5 $ 1,171.7 $ 1,119.8 $ 51.9 5 28.8 2 Wine and Spirits 321.4 417.2 437.4 (20.2) (5 (95.8) (23 Corporate Operations and Other 228.3 244.6 247.6 (3.0) (1 (16.3) (7 Comparable Adjustments 98.2 116.5 27.9 88.6 (18.3) NM Consolidated selling, general, and administrative expenses $ 1,848.4 $ 1,950.0 $ 1,832.7 $ 117.3 6 (101.6) (5
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
The increase in Beer selling, general, and administrative expenses is largely driven by $80.5 $22.3 million and $5.9 million of additional marketing spend primarily led by increased media investment to support our high-end imported beer brands, partially offset by $27.6 million of decreased general and administrative expenses. expenses and marketing spend, respectively.
Read it in 10-K 2026-04-22 at sec.gov ↗
RewordedMD&A
This decrease of $24.7 $58.8 million, or 6%, 14%, is largely due to (i) approximately $275 $805 million of lower average borrowings and (ii) an increase in capitalized approximately 5 basis points of lower weighted average interest in connection with the Mexico Beer Projects as compared to Fiscal 2024. rates.
Read it in 10-K 2026-04-22 at sec.gov ↗
Quiet changesMD&A
We have a contractual arrangement with Southern Glazer’s Wine and Spirits which consolidated our U.S. distribution and currently represents approximately 60% nearly 70% of our U.S. branded wine and spirits volume.
Read it in 10-K 2026-04-22 at sec.gov ↗
