What changed in this filing

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Item 1. Financial Statements

2024-08-22 compared with 2024-05-23 · 157 added, 119 removed, 601 unchanged (31% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

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

Three Months Ended Nine Months Ended

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

Sales $ 661,604 $ 648,677 $ 1,945,439 $ 1,909,319

7 unchanged sentences

Interest and investment income 1,027 603 3,625 1,628

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

Other income (expense) - net 152 2,542 ( 971 ) ( 2,059 )

( 17,624 ) ( 8,944 ) ( 57,700 ) ( 32,963 )

10 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

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

Net income $ 117,327 $ 127,891 $ 345,116 $ 359,715

2 unchanged sentences

Pension and other postretirement plan adjustments, net of tax ( 1,198 ) ( 159 ) ( 1,638 ) ( 908 )

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

Total other comprehensive income 6,898 3,296 17,781 79,078

Total comprehensive income $ 124,225 $ 131,187 $ 362,897 $ 438,793

4 unchanged sentences

Current assets:

April 30, 2024 October 31, 2023

July 31, 2024 October 31, 2023

Cash and cash equivalents $ 165,324 $ 115,679

38 unchanged sentences

Consolidated Statements of Shareholders’ Equity

Six Months Ended April 30, 2024

Nine Months Ended July 31, 2024

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

28 unchanged sentences

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

Shares issued under company stock and employee benefit plans — 1,490 — — 433 1,923

Stock-based compensation — 4,509 — — — 4,509

Purchase of treasury shares — — — — ( 26,178 ) ( 26,178 )

Dividends declared ($ 0.68 per share)

— — ( 38,993 ) — — ( 38,993 )

Net income — — 117,327 — — 117,327

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — 8,096 — 8,096

Defined benefit pension and post-retirement

plan adjustments — — — ( 1,198 ) — ( 1,198 )

July 31, 2024 $ 12,253 $ 708,070 $ 4,217,680 $ ( 178,660 ) $ ( 1,905,586 ) $ 2,853,757

Nordson Corporation

Six Months Ended April 30, 2023

Nine Months Ended July 31, 2023

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

28 unchanged sentences

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

Shares issued under company stock and employee benefit plans — 5,958 — — 683 6,641

Stock-based compensation — 5,858 — — — 5,858

Purchase of treasury shares — — — — ( 23,798 ) ( 23,798 )

Dividends declared ($ 0.65 per share)

— — ( 37,084 ) — — ( 37,084 )

Net income — — 127,891 — — 127,891

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — 3,455 — 3,455

Defined benefit pension and post-retirement

plan adjustments — — — ( 159 ) — ( 159 )

July 31, 2023 $ 12,253 $ 660,218 $ 3,900,384 $ ( 128,704 ) $ ( 1,864,345 ) $ 2,579,806

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Six Months Ended

(In thousands) Nine Months Ended

Cash flows from operating activities:

April 30, 2024 April 30, 2023

July 31, 2024 July 31, 2023

Net income $ 345,116 $ 359,715

5 unchanged sentences

Loss on sale of property, plant and equipment 1,015 1,624

Changes in operating assets and liabilities ( 3,435 ) ( 45,857 )

Other ( 5,935 ) 36,945

Changes in operating assets and liabilities and other ( 385 ) 19,197

Net cash provided by operating activities 459,812 478,072

12 unchanged sentences

Dividends paid ( 116,789 ) ( 111,547 )

Net cash provided (used) in financing activities ( 265,757 ) 64,822

Net cash used in financing activities ( 370,612 ) ( 102,074 )

Effect of exchange rate changes on cash ( 4,665 ) 5,679

5 unchanged sentences

Notes to Condensed Consolidated Financial Statements

April 30, 2024

July 31, 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 six months ended April 30, 2024 are not necessarily indicative of the results that may be expected for the full year.

Operating results for the nine months ended July 31, 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 April 30, 2024 and 2023 were not material.

Revenues deferred as of July 31, 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 April 30, 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 recognized over time represented approximately less than ten percent of our overall consolidated revenues at July 31, 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 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.

Options excluded from the calculation of diluted earnings per share for the three months ended July 31, 2024 and 2023 were 74 and 138 , respectively.

Options excluded from the calculation of diluted earnings per share for the nine months ended July 31, 2024 and 2023 were 74 and 141 , 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.

1 unchanged sentence

Operating results since the respective dates of acquisitions are included in the Condensed Consolidated Statements of Income.

2024 Acquisition

On August 21, 2024, the Company completed the acquisition of Atrion Corporation, a Delaware corporation (“Atrion”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated May 28, 2024, with Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”), and Atrion.

Pursuant to the Merger Agreement, Merger Sub merged with and into Atrion (the “Merger”), with Atrion surviving the Merger as a wholly owned subsidiary of Nordson.

Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will operate within our Medical and Fluid Solutions segment.

The all-cash acquisition of Atrion of approximately $ 800,000 , net of cash acquired, was funded using borrowings under our revolving credit facility and Term Loan Agreement (refer to Long-term debt Note) and cash on hand.

Atrion sales for the year ended December 31, 2023 were approximately $ 169,000 .

2023 Acquisitions

2 unchanged sentences

ARAG operates as a division of our Industrial Precision Solutions segment.

In anticipation of the acquisition, the Company entered into a € 760,000 senior unsecured term loan facility with a group of banks in August 2023 (the "364-Day Term Loan F acility" ).

In anticipation of the acquisition, the

Nordson Corporation

Company entered into a € 760,000 senior unsecured term loan facility with a group of banks in August 2023 (the "364-Day Term Loan F acility" ).

The all-cash ARAG acquisition of approximately € 957,000 , net of the repayment of approximately € 30,300 of debt of the acquired companies, was funded using borrowings under the 364-Day Term Loan Facility and the Company's revolving credit facility.

3 unchanged sentences

Goodwill associated with the acquisition was not tax deductible.

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

As of July 31, 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.

Nordson Corporation

The assets and liabilities acquired were as follows:

18 unchanged sentences

Goodwill associated with the acquisition was not tax deductible .

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

As of July 31, 2024, the purchase price allocation was final.

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

12 unchanged sentences

Total Liabilities $ 34,858

Nordson Corporation

Our allowance for credit losses is principally determined based on aging of receivables.

5 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 $ 10,327 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

ago, respectively.

Accounts receivable are net of an allowance for credit losses of $ 11,839 a nd $ 10,015 o n July 31, 2024 and October 31, 2023, respectively.

The provision for losses on receivables was $ 1,678 and $ 2,156 for the three and nine months ended July 31, 2024, respectively , co mpared to provision for losses of $ 410 and provision income of $ 239 for the same periods a year 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:

April 30, 2024 October 31, 2023

July 31, 2024 October 31, 2023

Finished goods $ 255,565 $ 233,552

6 unchanged sentences

Components of property, plant and equipment were as follows:

April 30, 2024 October 31, 2023

July 31, 2024 October 31, 2023

Land $ 15,280 $ 15,792

8 unchanged sentences

$ 401,415 $ 392,846

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.

Depreciation expense was $ 14,180 and $ 13,180 for the three months ended July 31, 2024 and 2023, respectively.

Depreciation expense was $ 42,234 and $ 38,798 for the nine months ended July 31, 2024 and 2023, respectively.

Nordson Corporation

Goodwill and other intangible assets

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

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

Solutions Medical Fluid Systems Advanced

3 unchanged sentences

Currency effect 5,972 1,341 1,802 9,115

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

Balance at July 31, 2024 $ 1,207,425 $ 1,175,199 $ 403,149 $ 2,785,773

See Acquisitions Note for additional details.

Nordson Corporation

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

April 30, 2024

July 31, 2024

Amount Accumulated

15 unchanged sentences

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

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.

Amortization expense for the three months ended July 31, 2024 and 2023 was $ 19,202 and $ 13,922 , respectively.

Amortization expense for the nine months ended July 31, 2024 and 2023 was $ 57,412 and $ 41,839 , respectively.

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

Nordson Corporation

Pension and other postretirement plans

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

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

International

5 unchanged sentences

Amortization of net actuarial loss — — 7 20

Settlement loss 56 — — —

Total benefit cost $ 663 $ 391 $ 507 $ 538

International

Six months ended 2024 2023 2024 2023

Nine Months Ended 2024 2023 2024 2023

Service cost $ 7,522 $ 8,233 $ 702 $ 838

3 unchanged sentences

Amortization of net actuarial loss — — 24 61

Settlement loss 56 — — —

Total benefit cost $ 1,877 $ 1,172 $ 1,532 $ 1,597

Nordson Corporation

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

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

International

5 unchanged sentences

International

Six months ended 2024 2023 2024 2023

Nine Months Ended 2024 2023 2024 2023

Service cost $ 211 $ 299 $ 4 $ 4

4 unchanged sentences

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 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.

The effective tax rate for the three months ended July 31, 2024 and 2023 was 21.5 % and 21.1 %, respectively.

The effective tax rate for the nine months ended July 31, 2024 and 2023 was 21.1 % and 20.9 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 537 and $ 2,846 for the three and nine months ended July 31, 2024, respectively.

Our income tax provision included a similar discrete tax benefit of $ 996 and $ 2,745 for the three and nine months ended July 31, 2023, respectively.

Nordson Corporation

Accumulated other comprehensive income (loss)

10 unchanged sentences

19,419 — 19,419

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

Balance at July 31, 2024 $ ( 113,861 ) $ ( 64,799 ) $ ( 178,660 )

(a) Includes a net loss of $ 11,475 , net of tax of $ 3,427 , 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 April 30, 2024, a total of 1,888 common shares were available to be granted under the 2021 Plan.

As of July 31, 2024, a total of 1,875 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

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 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 postretirement 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.

2 unchanged sentences

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 $ 1,446 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:

We recognized compensation expense related to stock options of $ 1,426 and $ 3,960 for the three and nine months ended July 31, 2024, respectively, compared to $ 1,697 and $ 4,982 for the three and nine months ended July 31, 2023, respectively.

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

Options Weighted-

6 unchanged sentences

Forfeited or expired ( 7 ) 229.00

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

Outstanding at July 31, 2024 873 $ 166.21 $ 74,716 4.9 years

Expected to vest 164 $ 239.41 $ 2,428 8.0 years

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.

Exercisable at July 31, 2024 707 $ 149.00 $ 72,263 4.2 years

As of July 31, 2024, there was $ 5,668 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 2.9 years.

Nordson Corporation

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:

Six Months Ended April 30, 2024 April 30, 2023

Nine Months Ended July 31, 2024 July 31, 2023

Expected volatility 30.3 % - 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 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.

The weighted average grant date fair value of stock options granted during the nine months ended July 31, 2024 and 2023 was $ 79.84 and $ 77.99 , respectively.

The total intrinsic value of options exercised during the three months ended July 31, 2024 and 2023 was $ 3,115 and $ 7,741 , respectively.

The total intrinsic value of options exercised during the nine months ended July 31, 2024 and 2023 was $ 33,286 and $ 19,873 , respectively.

Cash received from the exercise of stock options for the nine months ended July 31, 2024 and 2023 was $ 29,142 and $ 18,449 , 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

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 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 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 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:

As of July 31, 2024, there was no unrecogniz ed compensation cost related to restricted shares.

The amount charged to expense related to restricted shares during the three months ended July 31, 2024 and 2023 was $ 0 and $ 73 , respectively, which included common share dividends of $ 0 and $ 2 , respectively.

For the nine months ended July 31, 2024 and 2023, the amounts charged to expense related to restricted shares were $ 0 and $ 336 , respectively, which included common share dividends of $ 0 and $ 5 , respectively.

Nordson Corporation

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

Number of Units Weighted-Average

3 unchanged sentences

Vested ( 31 ) 233.05

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.

Restricted share units at July 31, 2024 72 $ 236.37

As of July 31, 2024, there was $ 10,876 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.9 years.

The amount charged to expense related to restricted share units during each of the three months ended July 31, 2024 and 2023 was $ 2,198 and $ 2,152 , respectively, compared to charges of $ 6,658 and $ 6,658 , respectively, for the nine months ended July 31, 2024 and 2023, respectively.

Performance Share Incentive Awards

4 unchanged sentences

The calculations are based upon the grant date fair value, which is principally driven by the stock price on the date of grant.

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 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.

The per share values were $ 229.58 a nd $ 225.14 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 July 31, 2024 and 2023 was $ 771 and $ 1,831 , respectively.

For the nine months ended July 31, 2024 and July 31, 2023, $ 3,637 and $ 4,785 were charged to expense, respectively.

As of July 31, 2024, there was $ 8,224 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 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.

Expense related to dividends paid under this plan for the three months ended July 31, 2024 and 2023 was $ 23 and $ 30 , respectively, compared to $ 71 and $ 77 for the nine months ended July 31, 2024 and 2023, respectively.

Deferred Directors' Compensation

3 unchanged sentences

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

Nordson Corporation

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

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

Number of Shares Weighted-Average

Outstanding at October 31, 2023 78 $ 93.11

Dividend equivalents 1 249.14

Distributions ( 14 ) 54.21

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.

Outstanding at July 31, 2024 65 $ 103.73

T he amount charged to expense related to director deferred compensation for the three months ended July 31, 2024 and 2023 was $ 91 and $ 76 , respectively, compared to $ 226 and $ 234 for the nine months ended July 31, 2024 and 2023, respectively.

Nordson Corporation

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.

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

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

July 31, 2024 July 31, 2023

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

27 unchanged sentences

Solutions Corporate Total

April 30, 2024

July 31, 2024

Net external sales $ 370,561 $ 166,737 $ 124,306 $ — $ 661,604

Operating profit (loss) 118,110 48,374 22,945 ( 22,371 ) 167,058

April 30, 2023

July 31, 2023

Net external sales $ 338,257 $ 170,871 $ 139,549 $ — $ 648,677

Operating profit (loss) 115,346 54,019 27,083 ( 25,452 ) 170,996

Six Months Ended

April 30, 2024

Nine Months Ended

July 31, 2024

Net external sales $ 1,092,099 $ 495,229 $ 358,111 $ — $ 1,945,439

Operating profit (loss) 344,305 143,467 60,767 ( 53,430 ) 495,109

April 30, 2023

July 31, 2023

Net external sales $ 985,610 $ 491,683 $ 432,026 $ — $ 1,909,319

1 unchanged sentence

We had significant sales in the following geographic regions:

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

July 31, 2024 July 31, 2023 July 31, 2024 July 31, 2023

Americas $ 287,016 $ 290,515 $ 855,456 $ 834,125

8 unchanged sentences

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

April 30, 2024 Total Level 1 Level 2 Level 3

July 31, 2024 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

29 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 April 30, 2024 was $ 730,716 .

The fair value of these hedges is primarily based on the exchange rate between the currency pair of the hedge upon which settlement is based and includes an adjustment for the counterparty’s or Company’s credit risk.

The notional amount of our net investment hedge contracts as of July 31, 2024 was $ 840,271 .

(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.

April 30, 2024

July 31, 2024

Carrying Amount Fair Value

12 unchanged sentences

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

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.

For the three months ended July 31, 2024, we recognized a net gain of $ 2,954 on foreign currency forward contracts and a net loss of $ 3,418 from the change in fair value of balance sheet positions.

For the three months ended July 31, 2023, we recognized a net loss of $ 93 on foreign currency forward contracts and a net loss of $ 855 from the change in fair value of balance sheet positions.

For the nine months ended July 31, 2024, we recognized a net gain of $ 8,624 on foreign currency forward contracts and a realized net loss of $ 11,035 from the change in fair value of balance sheet positions.

For the nine months ended July 31, 2023, we recognized a net gain of $ 12,086 on foreign currency forward contracts and a net loss of $ 19,710 from the change in fair value of

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:

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.

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

July 31, 2024 contract amounts:

Notional Sell Amounts Notional Buy Amounts

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Total $ 165,310 $ 456,153

April 30, 2023 contract amounts:

July 31, 2023 contract amounts:

Notional Sell Amounts Notional Buy Amounts

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

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

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

Net Investment Hedges

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

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

As of July 31, 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 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:

A loss of $ 6,968 and a loss of $ 11,475 , net of tax, was recorded for the three and nine months ended July 31, 2024, respectively, compared to a $ 1,205 loss, net of tax, for both the three and nine months ended July 31, 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 July 31, 2024:

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

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A summary of long-term debt is as follows:

April 30, 2024 October 31, 2023

July 31, 2024 October 31, 2023

Notes Payable $ 10,644 $ 5,019

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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 $ 60,000 on the Revolving Facility as of April 30, 2024.

In June 2024, the Revolving Facility was amended to increase the aggregate principal amount to $ 922,500 .

The Company borrowed and had outstanding $ 280,000 on the Term Loan Facility and $ 130,000 on the Revolving Facility as of July 31, 2024.

The Revolving Facility permits borrowing in U.S.

Dollars, Euros, Sterling, Swiss Francs, Singapore Dollars, Yen, and each other currency approved by a Revolving Facility lender.

The New Credit Agreement provides that the applicable margin for (i) RFR, as defined in the New Credit Agreement, and Eurodollar Loans will range from 0.85 % to 1.20 % and (ii) Base Rate Loans will range from 0.00 % to 0.20 %, in each case, based on the Company’s Leverage Ratio (as defined in the Credit Agreement and calculated on a consolidated net debt basis).

The New Credit Agreement provides that the applicable margin for (i) RFR, as defined in the New Credit Agreement, and Eurodollar Loans will range from 0.85 % to 1.20 % and (ii) Base Rate Loans will range from 0.00 % to 0.20 %, in each case, based on the Company’s Leverage Ratio (as defined in the New Credit Agreement and calculated on a consolidated net debt basis).

Borrowings under the New Credit Agreement bear interest at (i) either a base rate or a SOFR rate, with respect to borrowings in U.S.

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

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

The weighted-average interest rate at July 31, 2024 was 6.39 %.

364-day term loan agreement — In June 2024, we entered into a 364-day term loan agreement (the "Term Loan Agreement") with a group of banks.

The Term Loan Agreement provides for a delayed draw term loan facility in the aggregate principal amount of $ 500,000 and was entered into to fund, in part, the acquisition of Atrion.

Senior notes, due 2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies have a remaining weighted-average life of 0.99 years.

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

The weighted-average interest rate at July 31, 2024 was 3.07 %.

Senior notes, due 2025-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of 1.80 years.

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

The weighted-average interest rate at July 31, 2024 was 3.13 %.

Senior notes, due 2025-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies have a remaining weighted-average life of 2.95 years.

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

The weighted-average interest rate at July 31, 2024 was 4.03 %.

5.60% Notes due 2028 and 5.80% Notes due 2033 — In September 2023, we completed an underwritten public offering (the "Offering") of $ 350,000 aggregate principal amount of 5.60 % Notes due 2028 and $ 500,000 aggregate principal amount of 5.80 % Notes due 2033.

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.

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

Nordson Corporation

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

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 .

As of July 31, 2024 and October 31, 2023, our accrual for the ongoing operation, maintenance and monitoring obligation at th e Site was $ 181 and $ 231 , respectively .

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

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However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

Subsequent Event

On August 21, 2024, the Company completed the acquisition of Atrion pursuant to the terms of the Merger Agreement.

Pursuant to the Merger Agreement, Merger Sub merged with and into Atrion with Atrion surviving the Merger as a wholly owned subsidiary of Nordson.

Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will operate within our Medical and Fluid Solutions segment.

Atrion sales for the year ended December 31, 2023 were approximately $ 169,000 .

Nordson Corporation

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