What changed in this filing

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Item 1. Financial Statements

2024-05-23 compared with 2024-02-22 · 157 added, 100 removed, 563 unchanged (31% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

Three Months Ended

(In thousands, except for per share data) January 31, 2024 January 31, 2023

Three Months Ended Six Months Ended

(In thousands, except for per share data) April 30, 2024 April 30, 2023 April 30, 2024 April 30, 2023

Sales $ 650,642 $ 650,165 $ 1,283,835 $ 1,260,642

7 unchanged sentences

Interest and investment income 1,554 438 2,598 1,025

Other income (expense)- net ( 338 ) ( 3,196 )

Other expense - net ( 785 ) ( 1,405 ) ( 1,123 ) ( 4,601 )

( 19,340 ) ( 10,880 ) ( 40,076 ) ( 24,019 )

10 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended

(In thousands) January 31, 2024 January 31, 2023

Three Months Ended Six Months Ended

(In thousands) April 30, 2024 April 30, 2023 April 30, 2024 April 30, 2023

Net income $ 118,217 $ 127,563 $ 227,789 $ 231,824

2 unchanged sentences

Pension and other postretirement plan adjustments, net of tax 19 ( 173 ) ( 440 ) ( 749 )

Total other comprehensive income 43,484 76,245

Total other comprehensive income (loss) ( 32,601 ) ( 463 ) 10,883 75,782

Total comprehensive income $ 85,616 $ 127,100 $ 238,672 $ 307,606

4 unchanged sentences

Current assets:

January 31, 2024 October 31, 2023

April 30, 2024 October 31, 2023

Cash and cash equivalents $ 125,446 $ 115,679

38 unchanged sentences

Consolidated Statements of Shareholders’ Equity

Three Months Ended January 31, 2024

Six Months Ended April 30, 2024

(In thousands, except for share and per share data) Common

17 unchanged sentences

January 31, 2024 $ 12,253 $ 685,275 $ 4,060,070 $ ( 152,957 ) $ ( 1,880,674 ) $ 2,723,967

Three Months Ended January 31, 2023

Shares issued under company stock and employee benefit plans — 11,412 — — 1,389 12,801

Stock-based compensation — 5,384 — — — 5,384

Purchase of treasury shares — — — — ( 556 ) ( 556 )

Dividends declared ($ 0.68 per share)

— — ( 38,941 ) — — ( 38,941 )

Net income — — 118,217 — — 118,217

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 32,620 ) — ( 32,620 )

Defined benefit pension and post-retirement

plan adjustments — — — 19 — 19

April 30, 2024 $ 12,253 $ 702,071 $ 4,139,346 $ ( 185,558 ) $ ( 1,879,841 ) $ 2,788,271

Nordson Corporation

Six Months Ended April 30, 2023

(In thousands, except for share and per share data) Common

17 unchanged sentences

January 31, 2023 $ 12,253 $ 640,800 $ 3,719,278 $ ( 131,537 ) $ ( 1,794,109 ) $ 2,446,685

Shares issued under company stock and employee benefit plans — 2,632 — — 369 3,001

Stock-based compensation — 4,970 — — — 4,970

Purchase of treasury shares — — — — ( 47,490 ) ( 47,490 )

Dividends declared ($ 0.65 per share)

— — ( 37,264 ) — — ( 37,264 )

Net income — — 127,563 — — 127,563

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 290 ) — ( 290 )

Defined benefit pension and post-retirement

plan adjustments — — — ( 173 ) — ( 173 )

April 30, 2023 $ 12,253 $ 648,402 $ 3,809,577 $ ( 132,000 ) $ ( 1,841,230 ) $ 2,497,002

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Three Months Ended

(In thousands) Six Months Ended

Cash flows from operating activities:

January 31, 2024 January 31, 2023

April 30, 2024 April 30, 2023

Net income $ 227,789 $ 231,824

18 unchanged sentences

Repayment of finance lease obligations ( 2,881 ) ( 2,775 )

Issuance of common shares 14,418 8,807

Issuance of common shares in treasury 27,219 11,808

Purchase of treasury shares ( 7,927 ) ( 54,365 )

2 unchanged sentences

Effect of exchange rate changes on cash ( 4,263 ) 6,042

Decrease in cash and cash equivalents 20,522 ( 41,463 )

Increase (decrease) in cash and cash equivalents 9,767 ( 34,384 )

Cash and cash equivalents at beginning of period 115,679 163,457

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements

January 31, 2024

April 30, 2024

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

8 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the three months ended January 31, 2024 are not necessarily indicative of the results that may be expected for the full year.

Operating results for the six months ended April 30, 2024 are not necessarily indicative of the results that may be expected for the full year.

For further information, refer to the Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended October 31, 2023.

11 unchanged sentences

Revenue for undelivered items is deferred and included within Accrued liabilities in our Consolidated Balance Sheets.

Revenues deferred as of January 31, 2024 and 2023 were not material.

Revenues deferred as of April 30, 2024 and 2023 were not material.

However, for certain contracts related to the sale of customer-specific products within our Medical and Fluid Solutions segment, revenue is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer.

4 unchanged sentences

Under this method, revenues are recorded proportionally as costs are incurred.

Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material on January 31, 2024 and October 31, 2023.

Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues at January 31, 2024 and October 31, 2023.

Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues at April 30, 2024 and October 31, 2023.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services.

16 unchanged sentences

Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive.

Options excluded from the calculation of diluted earnings per share for the three months ended January 31, 2024 and 2023 were 74 and 144 , respectively.

Options excluded from the calculation of diluted earnings per share for the three months ended April 30, 2024 and 2023 were 74 and 140 , respectively.

Options excluded from the calculation of diluted earnings per share for the six months ended April 30, 2024 and 2023 were 74 and 142 , re spectively.

Recently issued accounting standards

9 unchanged sentences

The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2026.

A cquisitions

Business acquisitions have been accounted for using the acquisition method, with the acquired assets and liabilities recorded at estimated fair value on the dates of acquisition.

11 unchanged sentences

Goodwill associated with the acquisition was not tax deductible.

As of January 31, 2024, the purchase price allocation remains preliminary as we complete our assessment principally of income taxes.

As of April 30, 2024, the purchase price allocation remains preliminary as we complete our assessment principally of income taxes.

The financial results of the ARAG Group acquisition are not expected to have a material impact on our Consolidated Financial Statements.

20 unchanged sentences

Goodwill associated with the acquisition was not tax deductible .

As of January 31, 2024, the purchase price allocation is final.

As of April 30, 2024, the purchase price allocation is final.

The results of CyberOptics are not material to our Consolidated Financial Statements.

19 unchanged sentences

Accounts receivable balances are written-off against the allowance if deemed uncollectible.

Accounts receivable are net of an allowance for credit losses of $ 10,460 and $ 10,015 on January 31, 2024 and October 31, 2023, respectively.

The p rovision for losses on receivables was $ 80 and $ 348 for the three months ended January 31, 2024 and 2023,

Accounts receivable are net of an allowance for credit losses of $ 10,327 a nd $ 10,015 o n April 30, 2024 and October 31, 2023, respectively.

The provision for losses on receivables was $ 398 and $ 478 for the three and six months ended April 30, 2024, respectively , co mpared to provision income related to allowance for credit losses of $ 997 and $ 649 for the same periods a year

Nordson Corporation

respectively.

ago, respectively.

The remaining change in the allowance for credit losses is principally related to net write-off/recoveries of uncollectible accounts as well as currency translation.

Components of inventories were as follows:

January 31, 2024 October 31, 2023

April 30, 2024 October 31, 2023

Finished goods $ 252,142 $ 233,552

6 unchanged sentences

Components of property, plant and equipment were as follows:

January 31, 2024 October 31, 2023

April 30, 2024 October 31, 2023

Land $ 14,198 $ 15,792

8 unchanged sentences

$ 395,595 $ 392,846

Depreciation expense was $ 14,157 and $ 12,562 for the three months ended January 31, 2024 and 2023, respectively.

Depreciation expense was $ 13,897 and $ 13,056 for the three months ended April 30, 2024 and 2023, respectively.

Depreciation expense was $ 28,054 and $ 25,618 for the six months ended April 30, 2024 and 2023, respectively.

Goodwill and other intangible assets

Changes in the carrying amount of goodwill for th e three months ended January 31, 2024 by operating segment were as follows:

Changes in the carrying amount of goodwill for th e six months ended April 30, 2024 by operating segment were as follows:

Solutions Medical Fluid Systems Advanced

3 unchanged sentences

Currency effect 3,577 751 740 5,068

Balance at January 31, 2024 $ 1,227,001 $ 1,175,162 $ 402,923 $ 2,805,086

Balance at April 30, 2024 $ 1,206,213 $ 1,174,609 $ 402,087 $ 2,782,909

See Acquisitions Note for additional details.

1 unchanged sentence

Information regarding our intangible assets subject to amortization was as follows:

January 31, 2024

April 30, 2024

Amount Accumulated

15 unchanged sentences

Total $ 1,135,513 $ 462,769 $ 672,744

Amortization expense for the three months ended January 31, 2024 and 2023 was $ 19,387 and $ 13,872 , respectively.

Amortization expense for the three months ended April 30, 2024 and 2023 was $ 18,823 and $ 14,045 , respectively.

Amortization expense for the six months ended April 30, 2024 and 2023 was $ 32,210 and $ 27,917 , respectively.

See Acquisitions Note for details regarding intangibles recorded due to the acquisition of ARAG and CyberOptics.

Pension and other postretirement plans

The components of net periodic pension and other postretirement cost for the three months ended January 31, 2024 and 2023 were:

The components of net periodic pension and other postretirement cost for the three and six months ended April 30, 2024 and 2023 were:

International

6 unchanged sentences

Total benefit cost $ 607 $ 391 $ 509 $ 550

The components of other postretirement benefit costs for the three months ended January 31, 2024 and 2023 were:

International

Six months ended 2024 2023 2024 2023

Service cost $ 5,015 $ 5,488 $ 471 $ 558

Interest cost 9,505 8,351 1,374 1,245

Expected return on plan assets ( 13,306 ) ( 13,058 ) ( 833 ) ( 760 )

Amortization of prior service credit — — ( 4 ) ( 26 )

Amortization of net actuarial loss — — 17 41

Total benefit cost $ 1,214 $ 781 $ 1,025 $ 1,058

Nordson Corporation

The components of other postretirement benefit costs for the three and six months ended April 30, 2024 and 2023 were:

International

Three Months Ended 2024 2023 2024 2023

3 unchanged sentences

Total benefit cost (income) $ 677 $ 866 $ ( 10 ) $ ( 11 )

International

Six months ended 2024 2023 2024 2023

Service cost $ 141 $ 200 $ 2 $ 2

Interest cost 1,508 1,531 7 6

Amortization of net actuarial gain ( 295 ) — ( 29 ) ( 31 )

Total benefit cost (income) $ 1,354 $ 1,731 $ ( 20 ) $ ( 23 )

The components of net periodic pension and other postretirement cost, other than service cost, are included in Other – net in our Condensed Consolidated Statements of Income.

Nordson Corporation

We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period.

The effective tax rate for the three months ended January 31, 2024 and 2023 was 21.0 % and 20.5 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 369 and $ 1,166 for the three months ended January 31, 2024 and 2023, respectively .

The effective tax rate for the three months ended April 30, 2024 and 2023 was 20.8 % and 21.1 %, respectively.

The effective tax rate for the six months ended April 30, 2024 and 2023 was 20.9 % and 20.8 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 1,940 and $ 2,309 for the three and six months ended April 30, 2024, respectively.

Our income tax provision included a similar discrete tax benefit of $ 583 and $ 1,749 for the three and six months ended April 30, 2023, respectively.

Accumulated other comprehensive income (loss)

10 unchanged sentences

11,323 — 11,323

Balance at January 31, 2024 $ ( 89,337 ) $ ( 63,620 ) $ ( 152,957 )

Balance at April 30, 2024 $ ( 121,957 ) $ ( 63,601 ) $ ( 185,558 )

(a) Includes a net loss of $ 4,507 , net of tax of $ 1,347 , on net investment hedges.

3 unchanged sentences

A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that remained available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan.

As of January 31, 2024, a total of 1,885 common shares were available to be granted under the 2021 Plan.

As of April 30, 2024, a total of 1,888 common shares were available to be granted under the 2021 Plan.

Stock Options

2 unchanged sentences

Vesting accelerates upon a qualified termination in connection with a change in control.

In the event of termination of employment due to early retirement or normal retirement at age 65 , options granted within 12 months prior to termination are forfeited, and vesting continues post retirement for all other unvested options granted.

In the event of

Nordson Corporation

termination of employment due to early retirement or normal retirement at age 65 , options granted within 12 months prior to termination are forfeited, and vesting continues post retirement for all other unvested options granted.

In the event of disability or death, all unvested stock options granted within 12 months prior to termination fully vest.

Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances.

The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date.

The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting dat e.

Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis.

We recognized compensation expense related to stock options of $ 1,088 and $ 1,663 for the three months ended January 31, 2024 and 2023, respectively.

The following table summarizes activity related to stock options for the three months ended January 31, 2024:

We recognized compensation expense related to stock options of $ 1,446 and $ 2,534 for the three and six months ended April 30, 2024, respectively, compared to $ 1,622 and $ 3,285 for the three and six months ended April 30, 2023, respectively.

The following table summarizes activity related to stock options for the six months ended April 30, 2024:

Options Weighted-

6 unchanged sentences

Forfeited or expired ( 7 ) 229.00

Outstanding at January 31, 2024 995 $ 159.51 $ 92,894 5.1 years

Outstanding at April 30, 2024 885 $ 164.28 $ 83,848 5.1 years

Expected to vest 163 $ 237.97 $ 3,631 8.1 years

Exercisable at January 31, 2024 828 $ 143.80 $ 89,927 4.4 years

Nordson Corporation

As of January 31, 2024, there was $ 8,042 of total unrecognized compensation cost related to unvested stock options.

Exercisable at April 30, 2024 721 $ 147.42 $ 80,173 4.4 years

As of April 30, 2024, there was $ 6,558 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 2.7 years.

The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Three Months Ended

January 31, 2024 January 31, 2023

Six Months Ended April 30, 2024 April 30, 2023

Expected volatility 30.5 % - 31.7 % 30.4 % - 31.8 %

6 unchanged sentences

Treasury issues with a term equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during the three months ended January 31, 2024 and 2023 was $ 79.81 and $ 78.12 , respectively.

The total intrinsic value of options exercised during the three months ended January 31, 2024 and 2023 was $ 14,127 and $ 8,350 , respectively.

Cash received from the exercise of stock options for the three months ended January 31, 2024 and 2023 was $ 14,418 and $ 8,807 , respectively.

The weighted average grant date fair value of stock options granted during the six months ended April 30, 2024 and 2023 was $ 79.81 and $ 77.99 , respectively.

The total intrinsic value of options exercised during the three months ended April 30, 2024 and 2023 was $ 16,044 and $ 3,783 , respectively.

The total intrinsic value of options exercised during the six months ended April 30, 2024 and 2023 was $ 30,171 and $ 12,133 , respectively.

Cash received from the exercise of stock options for the six months ended April 30, 2024 and 2023 was $ 27,219 and $ 11,808 , respectively.

Restricted Shares and Restricted Share Units

3 unchanged sentences

For employee recipients, in the event of termination of employment due to early retirement, with the consent of the Company, restricted shares and units granted within 12 months prior to termination are forfeited, and other restricted shares and units vest on a pro-rata basis, subject to the consent of the Compensation Committee.

In the event of termination of employment due to normal retirement at age 65 , restricted shares and units granted within 12 months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee.

In the event of termination of employment due to normal

Nordson Corporation

retirement at age 65 , restricted shares and units granted within 12 months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee.

In the event of a recipient's disability or death, all restricted shares and units granted within 12 months prior to termination fully vest.

3 unchanged sentences

As shares or units are issued, stock-based compensation equivalent to the fair value on the date of grant is expensed over the vesting period.

As of January 31, 2024, there were no unrecognized compensation cost related to restricted shares.

The amount charged to expense related to restricted shares during the three months ended January 31, 2024 and 2023 was $ 0 and $ 160 , respectively, which included common share dividends of $ 0 and $ 2 , respectively.

Nordson Corporation

The following table summarizes activity related to restricted share units during the three months ended January 31, 2024:

As of April 30, 2024, there were no unrecogniz ed compensation cost related to restricted shares.

The amount charged to expense related to restricted shares during the three months ended April 30, 2024 and 2023 was $ 0 and $ 103 , respectively, which included common share dividends of $ 0 and $ 1 , respectively.

For the six months ended April 30, 2024 and 2023, the amounts charged to expense related to restricted shares were $ 0 and $ 263 , respectively, which included common share dividends of $ 0 and $ 3 , respectively.

The following table summarizes activity related to restricted share units during the six months ended April 30, 2024:

Number of Units Weighted-Average

3 unchanged sentences

Vested ( 30 ) 233.04

Restricted share units at January 31, 2024 75 $ 235.89

As of January 31, 2024, there was $ 15,288 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 2.2 years.

The amount charged to expense related to restricted share units during each of the three months ended January 31, 2024 and 2023 was $ 2,226 and $ 2,258 , respectively.

Restricted share units at April 30, 2024 73 $ 236.48

As of April 30, 2024, there was $ 12,452 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 2.0 years.

The amount charged to expense related to restricted share units during each of the three months ended April 30, 2024 and 2023 was $ 2,234 and $ 2,248 , respectively, compared to charges of $4,460 and $4,506, respectively, for the six months ended April 30, 2024 and 2023, respectively.

Performance Share Incentive Awards

5 unchanged sentences

The per share values were $ 229.58 in 2024, and $ 231.34 , $ 211.25 and $ 214.51 for 2023.

The amount charged to expense related to performance awards for the three months ended January 31, 2024 and 2023 was $ 1,268 and $ 2,062 , respectively.

As of January 31, 2024, there was $ 11,531 of unrecognized compensation cost related to performance share incentive awards.

The amount charged to expense related to performance awards for the three months ended April 30, 2024 and 2023 was $ 1,598 and $ 892 , respectively.

For the six months ended April 30, 2024 and April 30, 2023, $ 2,866 and $ 2,954 were charged to expense.

As of April 30, 2024, there was $ 9,799 of unrecognized compensation cost related to performance share incentive awards.

Deferred Compensation

1 unchanged sentence

Additional share units are credited for quarterly dividends paid on our common shares.

Expense related to dividends paid under this plan for the three months ended January 31, 2024 and 2023 was $ 21 and $ 18 , respectively.

Expense related to dividends paid under this plan for the three months ended April 30, 2024 and 2023 was $ 27 and $ 29 , respectively, compared to $ 48 and $ 47 for the six months ended April 30, 2024 and 2023, respectively.

Deferred Directors' Compensation

3 unchanged sentences

Additional share equivalent units are earned when common share dividends are declared.

The following table summarizes activity related to director deferred compensation share equivalent units during the three months ended January 31, 2024:

Nordson Corporation

The following table summarizes activity related to director deferred compensation share equivalent units during the six months ended April 30, 2024:

Number of Shares Weighted-Average

1 unchanged sentence

Distributions ( 9 ) 53.86

Outstanding at January 31, 2024 73 $ 96.11

The amount charged to expense related to director deferred compensation for the three months ended January 31, 2024 and 2023 was $ 56 and $ 80 , respectively .

Outstanding at April 30, 2024 69 $ 99.66

T he amount charged to expense related to director deferred compensation for the three months ended April 30, 2024 and 2023 was $ 79 and $ 78 , respectively, compared to $ 135 and $ 158 for the six months ended April 30, 2024 and 2023, respectively.

We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement.

3 unchanged sentences

The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheets.

Nordson Corporation

Following is a reconciliation of the product warranty liability for the three months ended January 31, 2024 and 2023:

January 31, 2024 January 31, 2023

Following is a reconciliation of the product warranty liability for the six months ended April 30, 2024 and 2023:

April 30, 2024 April 30, 2023

Beginning balance at October 31 $ 14,401 $ 11,723

22 unchanged sentences

Applications include, but are not limited to, semiconductors, printed circuit boards, electronic components and automotive electronics.

Nordson Corporation

The following table presents information about our segments:

2 unchanged sentences

Solutions Corporate Total

January 31, 2024

April 30, 2024

Net external sales $ 366,991 $ 168,966 $ 114,685 $ — $ 650,642

Operating profit (loss) 117,831 48,993 18,784 ( 16,992 ) 168,616

January 31, 2023

April 30, 2023

Net external sales $ 335,807 $ 166,526 $ 147,832 $ — $ 650,165

Operating profit (loss) 111,773 47,922 26,090 ( 13,278 ) 172,507

Six Months Ended

April 30, 2024

Net external sales $ 721,538 $ 328,492 $ 233,805 $ — $ 1,283,835

Operating profit (loss) 226,195 95,093 37,822 ( 31,059 ) 328,051

April 30, 2023

Net external sales $ 647,353 $ 320,813 $ 292,476 $ — $ 1,260,642

Operating profit (loss) 214,093 87,307 43,053 ( 27,727 ) 316,726

We had significant sales in the following geographic regions:

Three Months Ended

January 31, 2024 January 31, 2023

Three Months Ended Six Months Ended

April 30, 2024 April 30, 2023 April 30, 2024 April 30, 2023

Americas $ 294,428 $ 278,731 $ 568,440 $ 543,610

2 unchanged sentences

Total net external sales $ 650,642 $ 650,165 $ 1,283,835 $ 1,260,642

Nordson Corporation

Fair value measurements

4 unchanged sentences

The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:

January 31, 2024 Total Level 1 Level 2 Level 3

April 30, 2024 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

10 unchanged sentences

Total liabilities at fair value $ 27,320 $ — $ 27,320 $ —

Nordson Corporation

October 31, 2023 Total Level 1 Level 2 Level 3

16 unchanged sentences

We utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.

The notional amount of our net investment hedge contracts as of January 31, 2024 was $ 815,256 .

The notional amount of our net investment hedge contracts as of April 30, 2024 was $ 730,716 .

(c) Executive officers and other highly compensated employees may defer up to 100 % of their salary and annual cash incentive compensation and for executive officers, up to 90 % of their long-term incentive compensation, into various non-qualified deferred compensation plans.

3 unchanged sentences

The carrying values of cash and cash equivalents, receivables, accounts payable and notes payable approximate fair value due to the short-term nature of these instruments.

January 31, 2024

April 30, 2024

Carrying Amount Fair Value

Long-term debt (including current portion) $ 1,525,006 $ 1,523,594

Nordson Corporation

Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy.

10 unchanged sentences

The settlement of these contracts is recorded in operating activities on the Consolidated Statement of Cash Flows.

For the three months ended January 31, 2024, we recognized a net gain of $ 12,094 on foreign currency forward contracts and a net loss of $ 12,916 from the change in fair value of balance sheet positions.

For the three months ended January 31, 2023, we recognized a net gain of $ 16,139 on foreign currency forward contracts and a net loss of $ 20,710 from the change in fair value of balance sheet positions.

The fair values of our foreign currency forward contract assets and liabilities are included in Receivable-net and Accrued liabilities, respectively, in our Consolidated Balance Sheets.

The following table summarizes, by currency, the foreign currency forward contracts outstanding at January 31, 2024 and 2023:

January 31, 2024 contract amounts:

For the three months ended April 30, 2024, we recognized a net loss of $ 6,423 on foreign currency forward contracts and a net gain of $ 5,298 from the change in fair value of balance sheet positions.

For the three months ended April 30, 2023, we recognized a net loss of $ 3,960 on foreign currency forward contracts and a net gain of $ 1,792 from the change in fair value of balance sheet positions.

For the six months ended April 30, 2024, we recognized a net gain of $ 5,671 on foreign currency forward contracts and a realized net loss of $ 7,618 from the change in fair value of balance sheet positions.

For the six months ended April 30, 2023, we recognized a net gain of $ 12,719 on foreign currency forward contracts and a net loss of $ 18,918 from the change in fair value of balance sheet positions.

The fair values of our foreign currency f orward contract assets and liabilities are included in Receivable-net and Accrued liabilities, respectively, in our Consolidated Balance Sheets.

Nordson Corporation

The following table summarizes, by currency, the foreign currency forward contracts outstanding at April 30, 2024 and 2023:

April 30, 2024 contract amounts:

Notional Sell Amounts Notional Buy Amounts

9 unchanged sentences

Total $ 184,014 $ 517,911

January 31, 2023 contract amounts:

April 30, 2023 contract amounts:

Notional Sell Amounts Notional Buy Amounts

9 unchanged sentences

Total $ 162,822 $ 584,675

Nordson Corporation

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments.

2 unchanged sentences

Our customers represent a wide variety of industries and geographic regions.

For the three months ended January 31, 2024 and 2023, there were no significant concentrations of credit risk.

For the three and six months ended April 30, 2024 and 2023, there were no significant concentrations of credit risk.

Net Investment Hedges

1 unchanged sentence

We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.

As of January 31, 2024, the Company was party to various cross currency swaps between the U.S.

Dollar and Euro, Japanese Yen, Taiwan Dollar and Chinese Yuan, which were designated as hedges of our net investments in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries.

As of April 30, 2024, the Company was party to various cross currency swaps between the U.S.

Dollar and Euro, Japanese Yen, Taiwan Dollar, Singapore Dollar and Chinese Yuan, which were designated as hedges of our net investments in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries.

Any increases or decreases related to the remeasurement of the hedges are recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheet until the sale or substantial liquidation of the underlying investments.

A loss of $ 11,855 , net of tax, was recorded for the three months ended January 31, 2024.

The following table summarizes the fair values of our net investment contracts designated as net investment hedges in the Company's Consolidated Balance Sheets as of January 31, 2024:

A gain of $7,348 and a loss of $ 4,507 , net of tax, was recorded for the three and six months ended April 30, 2024, respectively, compared to a $3,611 gain, net of tax, for both the three and six months ended April 30, 2023, respectively.

The following table summarizes the fair values of our net investment contracts designated as net investment hedges in the Company's Consolidated Balance Sheets as of April 30, 2024:

Prepaid expenses and other current assets Other assets Accrued liabilities Other long-term liabilities

Net investment contracts $ 7,683 $ 1,465 $ 3,632 $ 7,612

There were no net investment hedges as of January 31, 2023.

Nordson Corporation

Long-term debt

A summary of long-term debt is as follows:

January 31, 2024 October 31, 2023

April 30, 2024 October 31, 2023

Notes Payable $ 8,685 $ 5,019

12 unchanged sentences

Revolving credit agreement — In June 2023, we entered into a $ 1,150,000 unsecured multi-currency credit facility with a group of banks, which provides for a term loan facility in the aggregate principal amount of $ 300,000 (the "Term Loan Facility"), maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $ 850,000 (the "Revolving Facility"), maturing in June 2028 (the "New Credit Agreement").

The Company borrowed and has outstanding $ 280,000 on the Term Loan Facility and $ 160,000 on the Revolving Facility as of January 31, 2024.

The Company borrowed and has outstanding $ 280,000 on the Term Loan Facility and $ 60,000 on the Revolving Facility as of April 30, 2024.

The Revolving Facility permits borrowing in U.S.

4 unchanged sentences

The applicable margin is based on the Company’s Leverage Ratio.

The weighted-average interest rate at January 31, 2024 was 6.38 %.

Nordson Corporation

The weighted-average interest rate at April 30, 2024 was 6.36 %.

Senior notes, due 2024-2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies have a remaining weighted-average life of 0.50 years.

The weighted-average interest rate at January 31, 2024 was 3.10 %.

The weighted-average interest rate at April 30, 2024 was 3.10 %.

Senior notes, due 2024-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of 1.48 years.

The weighted-average interest rate at January 31, 2024 was 3.11 %.

The weighted-average interest rate at April 30, 2024 was 3.11 %.

Senior notes, due 2024-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies have a remaining weighted-average life of 2.38 years.

The weighted-average interest rate at January 31, 2024 was 3.97 %.

The weighted-average interest rate at April 30, 2024 was 3.97 %.

5.600% Notes due 2028 and 5.800% Notes due 2033 — In September 2023, we completed an underwritten public offering (the "Offering") of $ 350,000 aggregate principal amount of 5.600 % Notes due 2028 and $ 500,000 aggregate principal amount of 5.800 % Notes due 2033.

We were in compliance with all covenants at January 31, 2024, and the amount we could borrow would not have been limited by any debt covenants.

We were in compliance with all covenants at April 30, 2024, and the amount we could borrow would not have been limited by any debt covenants.

Contingencies

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Environmental

We have voluntarily agreed with the City of New Richmond, Wisconsin and other potentially responsible parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the "Site") and the construction of a potable water delivery system serving the impacted area down gradient of the Site.

As of January 31, 2024 and October 31, 2023, our accrual for the ongoing operation, maintenance and monitoring obligation at th e Site was $ 231 .

Nordson Corporation

water delivery system serving the impacted area down gradient of the Site.

As of April 30, 2024 and October 31, 2023, our accrual for the ongoing operation, maintenance and monitoring obligation at th e Site was $ 231 .

The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements