Special Project Costs

9 Months Ended

Jan. 31, 2025

Restructuring and Related Activities [Abstract]

Special project costs consist primarily of employee-related costs and other transition and termination costs related to certain divestiture, acquisition, integration, and restructuring activities. Employee-related costs include severance, retention bonuses, and relocation costs. Severance costs are generally recognized when deemed probable and reasonably estimable, retention bonuses are recognized over the estimated future service period of the impacted employees, and relocation costs are expensed as incurred. Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with divestiture, acquisition, integration, and restructuring activities. With the exception of accelerated depreciation, these costs are expensed as incurred. These special project costs are reported in cost of products sold, other special project costs, other debt gains (charges) – net, and other income (expense) – net in the Condensed Statements of Consolidated Income and are not allocated to segment profit. The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets.

Divestiture Costs: Total divestiture costs incurred to date related to the divested Sahale Snacks and Canada condiment businesses were $7.2, which included $4.3 and $2.9 of employee-related and other transition and termination costs, respectively, all of which were cash charges. We incurred divestiture costs of $1.3 and $1.7 during the three and nine months ended January 31, 2025, respectively, primarily consisting of employee-related costs. As of January 31, 2025, we have incurred the majority of the anticipated costs related to these divestitures and expect minimal costs to be incurred during the remainder of 2025. The obligation related to severance and retention bonuses was $2.5 at April 30, 2024 and was fully satisfied as of January 31, 2025.

Furthermore, we identified opportunities to address certain distribution inefficiencies, as a result of the recent divestitures. We anticipate incurring approximately $12.0 of costs related to these efforts, consisting primarily of other transition and termination charges. The majority of these costs are expected to be cash charges and incurred by the end of 2026, with approximately half of the costs expected to be recognized in 2025. We have recognized total cumulative costs of $3.1, of which $2.1 and $3.0 were recognized during the three and nine months ended January 31, 2025, respectively, primarily consisting of other transition and termination costs. For additional information, see Note 4: Divestitures.

Integration Costs: Total integration costs related to the acquisition of Hostess Brands are anticipated to be approximately $210.0 and include transaction costs, employee-related costs, and other transition and termination charges, with the majority expected to be cash charges.

The following table summarizes our integration costs incurred related to the acquisition of Hostess Brands.


	Three Months Ended January 31, 2025		Nine Months Ended January 31, 2025		Total Costs Incurred to Date at January 31, 2025
Transaction costs	$	—	$	—	$	99.0
Employee-related costs	2.5		9.5		42.9
Other transition and termination costs	5.3		25.4		40.4
Total integration costs	$	7.8	$	34.9	$	182.3

Cumulative noncash charges incurred through January 31, 2025, were $16.4 and include $1.7 and $13.2 during the three and nine months ended January 31, 2025, respectively, which primarily consist of accelerated depreciation. Transaction costs primarily reflect equity compensation payouts, legal fees, and fees related to a 364-day senior unsecured Bridge Term Loan Credit Facility (“Bridge Loan”) that provided committed financing for the acquisition of Hostess Brands. Other transition and termination costs primarily consist of contract termination charges, accelerated depreciation, and consulting fees. We anticipate the remaining integration costs will be incurred by the end of 2026 and are expected to be split between employee-related and other transition and termination costs. The obligation related to severance and retention bonuses was $10.8 and $28.0 at January 31, 2025, and April 30, 2024, respectively. For additional information, see Note 3: Acquisition.