v3.26.1
Goodwill and Other Intangible Assets
12 Months Ended
May 31, 2026
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

NOTE C — GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill, by reportable segment, for the years ended May 31, 2026 and 2025, are as follows:

 

 

CPG

 

 

PCG

 

 

Consumer

 

 

 

 

(In thousands)

 

Segment

 

 

Segment

 

 

Segment

 

 

Total

 

Balance as of June 1, 2024

 

$

485,135

 

 

$

279,810

 

 

$

543,966

 

 

$

1,308,911

 

Acquisitions and purchase price allocation adjustments

 

 

28,925

 

 

 

47,313

 

 

 

229,787

 

 

 

306,025

 

Impairments

 

 

-

 

 

 

-

 

 

 

(11,352

)

 

 

(11,352

)

Translation adjustments & other

 

 

4,563

 

 

 

3,801

 

 

 

5,678

 

 

 

14,042

 

Balance as of May 31, 2025

 

 

518,623

 

 

 

330,924

 

 

 

768,079

 

 

 

1,617,626

 

Acquisitions and purchase price allocation adjustments

 

 

8,553

 

 

 

18,752

 

 

 

30,145

 

 

 

57,450

 

Translation adjustments & other

 

 

7,420

 

 

 

4,511

 

 

 

1,157

 

 

 

13,088

 

Balance as of May 31, 2026

 

$

534,596

 

 

$

354,187

 

 

$

799,381

 

 

$

1,688,164

 

Total accumulated goodwill impairment losses were $204.4 million at May 31, 2026. Of the accumulated balance, $152.8 million is included in our Consumer segment, $14.9 million is included in our CPG segment, and $36.7 million is included in our PCG segment. There were no impairment losses recorded during fiscal 2026.

Changes in the Composition of our Segments in the First Quarter of Fiscal 2026

Effective June 1, 2025, we realigned certain businesses and management structures to recognize how we allocate resources and analyze the operating performance of our operating segments, as further discussed in Note R, "Segment Information." As such, we now report under three reportable segments instead of our four previous reportable segments. Our three reportable segments are: CPG, PCG and Consumer. This realignment changed our reportable segments beginning with our first quarter of fiscal 2026. As a result, historical segment results have been recast to reflect the impact of this change.

This realignment did not result in any changes to our designated reporting units. As a result, no goodwill impairment assessment was considered necessary as no indications of impairment were identified during the first quarter of fiscal 2026.

Conclusion on Annual Goodwill and Indefinite-Lived Intangible Assets Impairment Tests

As a result of the annual impairment assessments performed for fiscal 2025, we recorded a goodwill impairment loss of $11.4 million for our Color Group reporting unit in our Consumer Segment. The impairment is related to continued softness in OEM markets and underperformance in our growth initiatives associated with this reporting unit. After recording the goodwill impairment charge, no goodwill remained on the Color Group’s balance sheet as of May 31, 2025.

As a result of the annual impairment assessments performed for fiscal 2026 and 2024, there were no goodwill impairments.

Our annual impairment test of our indefinite-lived intangible assets performed during fiscal 2025 resulted in a $1.7 million impairment charge for an indefinite-lived tradename in our Consumer segment. Our annual impairment test of our indefinite-lived intangible assets performed during fiscal 2024 resulted in a $1.0 million impairment charge for an indefinite-lived tradename in our Consumer segment. These impairment losses were classified as SG&A expenses in our Consolidated Statements of Income. Our annual impairment test of our indefinite-lived intangible assets performed during fiscal 2026 did not result in an impairment charge.

Changes in the Composition of our Segments and USL Restructuring in the First Quarter of Fiscal 2024

Effective June 1, 2023, in connection with our MAP 2025 operating improvement program, we realigned certain businesses and management structures within our CPG, PCG and Consumer segments. Our CPG APAC and CPG India businesses, formerly of our Sealants reporting unit within our CPG segment, were transferred to our Platform component within our PCG segment. As a result of this change, we designated the Platform component as a separate reporting unit within our PCG segment and $11.4 million of goodwill was reassigned from the CPG segment to the PCG segment using a relative fair value allocation approach. Within our Consumer segment, our former DayGlo and Kirker reporting units were combined into one reporting unit: The Color Group. Within our PCG segment, our former Wood Finishes, Kop-Coat Protection Products, TCI and Modern Recreational Technologies reporting units were combined into one reporting unit: The Industrial Coatings Group.

Additionally, effective June 1, 2023, certain businesses of our USL reporting unit were transferred to our Fibergrate, Carboline and Stonhard reporting units within our PCG segment. As a result of this change, USL was no longer designated as a separate reporting unit and any remaining goodwill was transferred to the reporting units noted above. Additionally, during the three-month period ended August 31, 2023, we recognized a loss on sale of $4.5 million in connection with the divestiture of Universal Sealants' (USL) Bridgecare services division, which is a contracting business focused on the installation of joints and waterproofing in the U.K. The loss on this sale is included in SG&A in our Consolidated Statements of Income and net (gain) on sales of assets and businesses in our Consolidated Statements of Cash Flows.

During the first quarter of fiscal 2024, we performed a goodwill impairment test for the reporting units affected by the USL restructuring and the changes in the composition of our segments and reporting units using either a qualitative or quantitative assessment. We concluded that the estimated fair values exceeded the carrying values for these reporting units, and accordingly, no indications of impairment were identified as a result of these changes.

Furthermore, we performed an interim impairment assessment of a remaining USL indefinite-lived tradename. Calculating the fair value of the tradename required the use of various estimates and assumptions. We estimated the fair value by applying a relief-from-royalty calculation, which included discounted future cash flows related to projected revenues impacted by this decision. In applying this methodology, we relied on a number of factors, including actual and forecasted revenues and market data. As the carrying amount of the tradename exceeded its fair value, an impairment loss of $3.3 million was recorded for the three months ended August 31, 2023. This impairment loss was classified as restructuring expense within our PCG segment.

Other intangible assets consist of the following major classes:

 

 

 

 

Gross

 

 

 

 

 

Net Other

 

 

 

Amortization

 

Carrying

 

 

Accumulated

 

 

Intangible

 

(In thousands)

 

Period (In Years)

 

Amount

 

 

Amortization

 

 

Assets

 

As of May 31, 2026

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

Formulae

 

9 to 33

 

$

241,236

 

 

$

(214,914

)

 

$

26,322

 

Customer-related intangibles

 

5 to 33

 

 

794,707

 

 

 

(377,963

)

 

 

416,744

 

Trademarks/names

 

5 to 40

 

 

40,731

 

 

 

(26,450

)

 

 

14,281

 

Other

 

3 to 30

 

 

25,163

 

 

 

(23,852

)

 

 

1,311

 

Total Amortized Intangibles

 

 

 

 

1,101,837

 

 

 

(643,179

)

 

 

458,658

 

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

 

 

 

Trademarks/names

 

 

 

 

365,980

 

 

 

-

 

 

 

365,980

 

Total Other Intangible Assets

 

 

 

$

1,467,817

 

 

$

(643,179

)

 

$

824,638

 

As of May 31, 2025

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets

 

 

 

 

 

 

 

 

 

 

 

Formulae

 

9 to 33

 

$

239,208

 

 

$

(207,934

)

 

$

31,274

 

Customer-related intangibles

 

5 to 33

 

 

724,297

 

 

 

(339,492

)

 

 

384,805

 

Trademarks/names

 

5 to 40

 

 

33,669

 

 

 

(24,129

)

 

 

9,540

 

Other

 

3 to 30

 

 

25,079

 

 

 

(23,498

)

 

 

1,581

 

Total Amortized Intangibles

 

 

 

 

1,022,253

 

 

 

(595,053

)

 

 

427,200

 

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

 

 

 

Trademarks/names

 

 

 

 

353,626

 

 

 

-

 

 

 

353,626

 

Total Other Intangible Assets

 

 

 

$

1,375,879

 

 

$

(595,053

)

 

$

780,826

 

The aggregate intangible asset amortization expense for the fiscal years ended May 31, 2026, 2025 and 2024 was $45.8 million, $45.5 million and $39.1 million, respectively. For the next five fiscal years, we estimate annual intangible asset amortization expense related to our existing intangible assets to approximate the following: fiscal 2027 — $45.7 million, fiscal 2028 — $43.4 million, fiscal 2029 — $42.0 million, fiscal 2030 — $39.9 million and fiscal 2031 — $37.1 million.