What changed in this filing

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Item 1. Business

2024-12-18 compared with 2023-12-20 · 44 added, 46 removed, 175 unchanged (34% of the section changed)

9 unchanged sentences

Consistent with this global strategy, approximately 67 percent of our revenues were generated outside the United States in 2024.

We have 7,900 employees worldwide.

As of October 31, 2024, we had approximately 8,000 employees worldwide.

Our principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, Ireland, Israel, Italy, Mexico, the Netherlands and the United Kingdom.

ARAG Acquisition

On August 24, 2023, the Company completed the acquisition of the ARAG Group and its subsidiaries ("ARAG Group" or "ARAG") pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company, its Italian subsidiary, Capvis Equity V LP ("Capvis"), DRIP Co-Investment ("DRIP"), and certain individuals (together with Capvis and DRIP, collectively, the "Sellers").

ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying.

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 Facility”).

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.

Corporate Purpose and Goals

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our culture and our values.

The NBS Next growth framework, the heart of the Ascend strategy, uses data-based segmentation to identify our greatest opportunities for profitable growth and ensure we are investing our resources disproportionately in those areas.

Using data in a consistent and disciplined way, leaders across the Company are defining their strategic business priorities.

We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies, and leveraging existing technology into new

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applications.

Additional growth comes through the acquisition of companies that have differentiated precision technology-based product portfolios, serve attractive high-growth end-markets applications and have a customer-centric business model.

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This goal is met through the Human Resources department’s facilitation of employee training, leadership training and the creation of on-the-job growth opportunities.

The result is a highly qualified and professional global team capable of meeting corporate objectives.

The result is a highly qualified and

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professional global team capable of meeting corporate objectives.

For more information, see "Human Capital Resources" below.

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At Nordson, we have a long and proud history of investing in the communities where we live and work.

We are committed to contributing approximately five percent of domestic pretax earnings to education, human welfare services and other charitable activities, particularly in communities where we have significant operations.

Through the Nordson Corporation Foundation (the “Foundation”), we give back by providing grants to nonprofits in communities where we have facilities employing approximately 100 people.

In recent years, we have extended our reach internationally, with giving programs in 11 international locations.

In 2022, we also expanded our Matching Gifts program internationally, which further expands our culture of giving around the world.

We are committed to contributing up to five percent of domestic pretax earnings to education, human welfare services and other charitable activities, particularly in communities where we have significant operations.

Through the Nordson Corporation Foundation, we give back by providing grants to nonprofits in communities where we have facilities employing approximately 100 people.

In recent years, we have extended our reach internationally through our 2:1 employee Matching Gifts, as well as community giving programs in ten international locations.

Since 1989, we have donated more than $173 million to communities where we live and work.

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We serve a broad customer base, both in terms of industries and geographic regions.

In 2023, no single customer accounted for ten percent or more of sales.

In 2024, no single customer accounted for ten percent or more of our sales.

The following is a summary of the product lines and markets served by our operating segments:

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Key strategic markets include consumer non-durable, film extrusion and converting, cable and tubing and energy storage.

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• Nonwovens – Dispensing, coating and laminating systems for applying adhesives, lotions, liquids and fibers to disposable products and continuous roll goods.

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Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods.

• Precision Agriculture – On August 24, 2023, we acquired ARAG Group, a global market and innovation leader in precision agriculture spraying solutions.

Its portfolio consists of three key product families:

fluid components, such as nozzles, pumps and filters;

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• Precision Agriculture – Precision agriculture spraying solutions, including fluid components, such as nozzles, pumps and filters;

smart components that measure and control the flow, quantity and location of dispensed fluid;

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Medical and Fluid Solutions

This segment includes fluid management solutions for medical, high-tech industrial and other diverse end markets.

• Medical – Components used for minimally invasive interventional delivery of medical devices, including cannulas, catheters and medical balloons.

This segment includes components and device solutions for medical, life science, high-tech industrial and other diverse end markets.

• Medical – Components and devices for minimally invasive interventional surgical procedures, including cannulas, catheters and medical balloons.

Products also include proprietary single-use plastic components in medical applications, including biopharmaceutical, patient care/surgical and diagnostic systems.

• Fluid Management – Precision manual and semi-automated dispensers and highly engineered single-use plastic molded syringes, cartridges, tips and fluid connection components.

Products are used within critical industrial production processes and for applying and controlling the flow of adhesives, sealants and lubricants.

Key strategic markets include electronics, industrial and animal health.

Products are used within critical medical and industrial production processes and for applying and controlling the flow of adhesives, sealants and lubricants.

Key strategic markets include electronics, industrial, medical and animal health.

Atrion Acquisition

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

Headquartered in Allen, Texas, Atrion is a manufacturer of proprietary medical products and generated approximately $169 million in annual revenue in 2023.

Established in 1944, Atrion supports customers globally through three FDA registered U.S.

Food and Drug Administration manufacturing facilities located in the United States.

Atrion’s portfolio is included in the Company's Medical and Fluid Solutions segment.

It consists of three key businesses that we believe will significantly expand Nordson’s addressable market in infusion and cardiovascular therapies:

• Halkey Roberts is a leader in infusion fluid delivery solutions, including single-use original equipment manufacturer ("OEM") medical components such as swabable needle free and pressure relief valves.

• Atrion Medical is a leading provider of OEM interventional inflation devices for balloon catheterization, stent deployment and fluid delivery in structural heart, ears, nose and throat and gastrointestinal procedures.

• Quest Medical’s highly differentiated myocardial protection devices and single-use consumables deliver real-time precise drug administration during cardiovascular surgery.

Advanced Technology Solutions

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Many components are made in standard modules that can be used in more than one product or in combination with other components for a variety of models.

We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Michigan, Minnesota, Pennsylvania, Rhode Island, Tennessee and Wisconsin;

as well as in the People’s Republic of China, Germany, Ireland, Israel, Italy, Mexico, the Netherlands and the United Kingdom.

We have principal manufacturing operations and

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sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Michigan, Minnesota, Pennsylvania, Rhode Island, Tennessee, Florida, Texas, Alabama and Wisconsin;

as well as in the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.

Principal materials used to make our products are metals and plastics, typically in sheets, bar stock, castings, forgings, tubing and pellets.

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Most significant raw materials that we use are available through multiple sources.

We purchase most raw materials and other

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components on the open market and rely on third parties to provide certain finished goods.

We purchase most raw materials and other components on the open market and rely on third parties to provide certain finished goods.

While these items are generally available from multiple sources, the cost of products sold may be affected by changes in the market price of raw materials and tariffs on certain raw materials, particularly imports from China, as well as disruptions in availability of raw materials, components and sourced finished goods.

We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, service, financial stability and price.

We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve the cost effectiveness of our products and services may result in a reduction in the number of our suppliers.

We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve service and manage compliance requirements and the cost effectiveness of our products may result in a reduction in the number of our suppliers.

Senior operating management supervises an extensive quality control program for our equipment, machinery and systems, and manufacturing processes.

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However, standby capacity for alternative sources is available if needed.

Over the last year, we have seen a stabilization of the global supply chain and improved lead times.

We continue to see a stabilization of the global supply chain, improved lead times and lower inflation risk.

We enhanced our risk mitigation and sourcing efforts as a result of the COVID-19 pandemic and geopolitical tensions.

Logistics flows have improved, and global forwarding rates have returned to pre-pandemic levels.

Logistics flows have improved, and global forwarding rates have returned closer to pre-pandemic levels, except for Asia-origin shipments, which continue to be more volatile.

We continue to see moderate rate increases on parcel and domestic trucking activity.

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Accordingly, fiscal first quarter sales volume is typically the lowest of the year due to timing of customers’ capital spending programs and customer holiday shutdowns.

However, the COVID-19 pandemic, supply chain disruptions, historic backlog and other unusual events have impacted this historical trend to a degree.

Competitive Conditions

6 unchanged sentences

or testing and inspecting for quality.

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Many factors influence our competitive position, including pricing, product quality and service.

4 unchanged sentences

Our global operations are subject to a variety of federal, state, local and international laws, regulations and compliance obligations relating to the manufacturing, designing and servicing of highly complex products and solutions.

Examples of such

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regulations, include, but are not limited to, import and export controls, data privacy, environmental, product safety, corruption, bribery, employment and labor.

Examples of such regulations include, but are not limited to, import and export controls, data privacy, environmental, product safety, corruption, bribery, employment and labor.

To support our policy of compliance in every jurisdiction we do business, we have robust internal controls, quality management systems, and management systems of compliance that govern our internal actions and mitigate our risk of non-compliance.

22 unchanged sentences

Based upon consideration of currently available information, we believe liabilities for any such matters will not have a material adverse effect on our financial position, operating results or liquidity, but we cannot guarantee that material liabilities may not arise from regulation and compliance obligations in the future.

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Human Capital Resources

Employee Profile

As of October 31, 2023, we had approximately 7,900 full-time and part-time employees, including 115 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on November 16, 2025.

As of October 31, 2024, we had approximately 8,000 employees.

Total Rewards

As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent.

These programs not only include base wages and

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incentives in support of our pay for performance culture, but also health, welfare and retirement benefits.

These programs not only include base wages and incentives in support of our pay for performance culture, but also health, welfare and retirement benefits.

We focus many programs on employee wellness and have implemented solutions including mental health support access, telemedicine and healthy weight loss programs.

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Company contributions, both the match and enhanced contribution, have a three-year graded vesting schedule and vest at 33 1/3% each year until fully vested after three years of employment.

We also maintain a non-qualified, unfunded and unsecured deferred compensation plan for the benefit of eligible management employees whose benefits under the Savings Plan are limited by the benefit restrictions of Section 415 of the Internal Revenue Code.

We also maintain a non-qualified, unfunded and unsecured deferred compensation plan for the benefit of eligible management.

In addition, non-union employees hired prior to July 1, 2021 are eligible to participate in a Company-sponsored tax-qualified pension plan for U.S.-based employees (the “Salaried Pension Plan”).

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The Hourly Pension Plan provides a multiplier for each year of service to supplement employees’ retirement income.

We also maintain a supplemental retirement benefit restoration plan (“Excess Defined Benefit Pension Plan”), which is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible participants hired prior to July 1, 2021, as a replacement for retirement benefits limited by regulations under the Internal Revenue Code.

We also maintain a supplemental retirement benefit restoration plan (“Excess Defined Benefit Pension Plan”), which is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible officers hired prior to July 1, 2021, as a replacement for retirement benefits limited by regulations under the Internal Revenue Code.

In 2022, we launched a global recognition program that allows managers and peers to recognize the special achievements of others through both written recognition shared on a company awards feed, as well as monetary recognition that allows a recipient to choose a physical gift, gift card or donate the value of their recognition to charity.

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We regularly reflect on our progress and explore opportunities to improve our inclusion and diversity programs, including at the executive leadership and Board levels.

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Available Information

Our annual report ("Form 10-K"), quarterly reports ("Form 10-Q") and current reports (Form "8-K") and amendments to those reports filed or furnished with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at https://investors.nordson.com as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC.

Our annual report, quarterly reports and current reports (Form "8-K") and amendments to those reports filed or furnished with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at https://investors.nordson.com as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC.

Copies of these reports may also be obtained free of charge by sending written requests to Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

The contents of our website are not incorporated by reference herein and are not deemed to be a part of this report.

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The contents of our website are not incorporated by reference herein and are not deemed to be a part of this annual report.

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-K

Item 1. Business