What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-12-18 compared with 2023-12-20 · 166 added, 160 removed, 1281 unchanged (20% of the section changed)

34 unchanged sentences

Pension and postretirement benefit plans:

Prior service credit arising during the year — — 124

Net actuarial gain (loss) arising during the year ( 4,387 ) ( 15,106 ) 54,065

1 unchanged sentence

Amortization of actuarial (gain) loss ( 502 ) ( 24 ) 7,575

Curtailment gain ( 2 ) 1,052 —

Curtailment gain (loss) — ( 2 ) 1,052

Settlement (gain) loss recognized 107 ( 259 ) 32,219

22 unchanged sentences

Current liabilities:

Current maturities of long - term debt $ 115,662 $ 392,537

Current maturities of long-term debt and notes payable $ 103,928 $ 115,662

Accrued liabilities 225,231 199,588

43 unchanged sentences

Net income — — 513,103 — — 513,103

Impact of adoption of ASU 2016-13 — — ( 396 ) — — ( 396 )

Other comprehensive income (loss):

Foreign currency translation adjustments — — — ( 126,657 ) — ( 126,657 )

Pension plan settlement adjustment 33,271 33,271

Defined benefit pension and post-retirement plans adjustment — — — 61,439 — 61,439

8 unchanged sentences

Foreign currency translation adjustments — — — 26,766 — 26,766

Pension plan settlement adjustment — — — 33,271 — 33,271

Defined benefit pension and post-retirement plans adjustment — — — ( 15,425 ) — ( 15,425 )

45 unchanged sentences

Cash flows from financing activities:

Proceeds from long-term debt 2,178,596 63,067 9,414

Repayment of long-term debt ( 1,202,553 ) ( 96,975 ) ( 298,830 )

Proceeds from issuance of debt 783,039 2,178,596 63,067

Repayment of debt ( 318,686 ) ( 1,202,553 ) ( 96,975 )

Repayment of capital lease obligations ( 6,148 ) ( 6,840 ) ( 5,439 )

24 unchanged sentences

Generally, our revenue results from short-term, fixed-price contracts and primarily is recognized as of a point in time when the product is shipped or at a later point when the control of the product transfers to the customer.

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

For products in which control transfers upon delivery, revenue is deferred for undelivered items and included within Accrued liabilities in our Consolidated Balance Sheets.

Revenues deferred as of October 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 for these contracts over time as we satisfy performance obligations because of the continuous transfer of control to the customer.

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.

The continuous transfer of control to the customer occurs as we enhance assets that are customer controlled, and we are contractually entitled to payment for work performed to date plus a reasonable margin.

4 unchanged sentences

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 at October 31, 2024 or 2023.

Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues at October 31, 2023 or 2022.

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

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

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

Taxes, including sales and value add, that we collect concurrently with revenue-producing activities are excluded from revenue.

3 unchanged sentences

We have also elected to apply the practical expedient to expense sales commissions as they are incurred, as the amortization period resulting from capitalizing the costs is one year or less.

These costs are recorded within Selling, general and administrative expenses in our Consolidated Statements of Income.

These costs are recorded within Selling and administrative expenses in our Consolidated Statements of Income.

We offer assurance-type warranties on our products as well as separately sold warranty contracts.

Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term and is not material.

Certain arrangements may include installation, installation supervision, training and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us;

therefore, these items are typically regarded as inconsequential or not material.

We disclose disaggregated revenues by operating segment and geography in accordance with the revenue standard and on the same basis used internally by the chief operating decision maker for evaluating performance of operating segments and for allocating resources.

4 unchanged sentences

Shipping and handling expenses are included in cost of sales.

Advertising costs — Advertising costs are expensed as incurred and were $ 7,635 , $ 7,028 and $ 5,986 in 2023, 2022 and 2021, respectively.

Advertising costs — Advertising costs are expensed as incurred and we re $ 8,923 , $ 7,635 and $ 7,028 in 2024, 2023 and 2022, respectively.

Research and development — Investments in research and development are important to our long-term growth, enabling us to keep pace with changing customer and marketplace needs through the development of new products and new applications for existing products.

4 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 for 140 common shares were excluded from the diluted earnings per share calculation in 2023 and 78 and 46 options were excluded from the calculation of diluted earnings per share in 2022 and 2021, respectively because their effect would have been anti-dilutive.

Options f or 74 c ommon shares were excluded from the diluted earnings per share calculation in 2024 and 140 and 78 options were excluded from the calculation of diluted earnings per share in 2023 and 2022, respectively, because their effect would have been anti-dilutive.

Under the 2021 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods.

18 unchanged sentences

Effective in the third quarter of 2022, we changed our accounting method for certain U.S.

inventories from a last-in, first-out basis ("LIFO") to a first-in, first-out basis ("FIFO").

inventories from a last-in, first-out basis ("LIFO") to a first-in, first-out basis.

Previously, the LIFO method was used to determine the cost of a portion of our inventories in the U.S.

20 unchanged sentences

Changes in fair value of derivative instruments that do not qualify for hedge accounting are recognized immediately in current net earnings in "Other-net" on the Consolidated Statements of Income.

The Company has entered into treasury locks to fix the interest rate related to notes issued.

The derivative positions are closed when the debt is priced with a cash settlement net payment that offsets changes in the benchmark treasury rate between execution of the treasury rate locks and the debt pricing date.

The treasury locks are designed as cash flow hedges and the deferred amounts are reported in Accumulated Other Comprehensive Income (loss) ("AOCI") and subsequently reclassed to interest expense as payments are made on the notes through the maturity date.

Property, plant and equipment and depreciation — Property, plant and equipment are carried at cost.

26 unchanged sentences

The impact could result in either higher or lower amortization and/or depreciation expense.

Other amortizable intangible assets, which consist primarily of patent/technology costs, customer relationships, non-compete agreements and trade names, are amortized over their useful lives on a straight-line basis.

Nordson Corporation 41

Notes to Consolidated Financial Statements — (Continued)

At October 31, 2024, the weighted-average useful lives for each major category of amortizable intangible assets were:

6 unchanged sentences

Income and expense items are translated at average monthly rates of exchange.

The resulting translation adjustments are included in Accumulated other comprehensive income (loss), a separate component of Shareholders’ equity.

The resulting translation adjustments are included in AOCI, a separate component of Shareholders’ equity.

Generally, gains and losses from foreign currency transactions, including forward contracts, of these subsidiaries and the United States parent are included in net income.

Gains and losses from intercompany foreign currency transactions of a long-term investment nature are included in Accumulated other comprehensive income (loss).

Gains and losses from intercompany foreign currency transactions of a long-term investment nature are included in AOCI.

Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2024 and 2023 consisted of:

20 unchanged sentences

Note 2 — Recently issued accounting standards

There have been no new material accounting standards issued which would require either disclosure or adoption during the current period.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods.

The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of ASU 2023-07 will have on its consolidated financial statements and disclosures and anticipates adoption in 2025.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

ASU 2023-09 is intended to improve income tax disclosure requirements by requiring specific disclosure in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold.

The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024.

The Company is currently evaluating

Nordson Corporation 42

Notes to Consolidated Financial Statements — (Continued)

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

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220):

Reporting Comprehensive Income.

ASU 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Income.

However, the amendments require disclosure, on an annual and interim basis, disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2028.

Note 3 — Acquisitions

2 unchanged sentences

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

Nordson Corporation 39

Notes to Consolidated Financial Statements — (Continued)

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 $ 789,996 , net of cash acquired, was funded using borrowings under our revolving credit facility and the 364-day term loan agreement with a group of banks for a delayed draw term loan facility in the aggregate principal amount of $ 500,000 (the “364-Day Term Loan Agreement”) (see Note 8 to the Consolidated Financial Statements for additional details) and cash on hand.

Based on the fair value of the assets acquired and the liabilities assumed, a preliminary purchase price allocation resulted in the recognition of $ 494,279 of goodwill and $ 129,600 of identifiable intangible assets.

The identifiable intangible assets consist primarily of $ 40,100 of tradenames (amortized over 15 years), $ 24,900 of technology (amortized over 15 years), and $ 64,600 of customer relationships (amortized over 19 years).

Goodwill associated with the acquisition was not tax deductible.

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

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

The assets and liabilities acquired were as follows:

August 21, 2024

Cash $ 24,428

Receivables - net 20,883

Inventories - net 64,801

Goodwill 494,279

Intangibles 129,600

Other assets 158,059

Total Assets $ 892,050

Accounts payable $ 25,587

Deferred income taxes 31,221

Other liabilities 20,818

Total Liabilities $ 77,626

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 Facility”).

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

Nordson Corporation 43

Notes to Consolidated Financial Statements — (Continued)

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.

The 364-Day Term Loan Facility was subsequentially paid off in September 2023 with the net proceeds of a senior notes offering (see Note 9 for additional details).

The 364-Day Term Loan Facility was subsequentially paid off in September 2023 with the net proceeds of a senior notes offering (see Note 8 to the Consolidated Financial Statements for additional details).

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 684,938 and identifiable intangible assets of $ 353,500 were recorded.

The identifiable intangible assets consist primarily of $ 27,500 of tradenames (amortized over nine years ), $ 31,000 of technology (amortized over five years ), and $ 295,000 of customer relationships (amortized over twenty-two years ).

The identifiable intangible assets consist primarily of $ 27,500 of tradenames (amortized over 9 years ), $ 31,000 of technology (amortized over 5 years ), and $ 295,000 of customer relationships (amortized over 22 years ).

Goodwill associated with the acquisition was not tax deductible.

As of October 31, 2023, the purchase price allocation remains preliminary as we complete our assessment principally of income taxes.

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

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

19 unchanged sentences

Goodwill associated with the acquisition was not tax deductible .

As of October 31, 2023, the purchase price allocation is final.

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

Nordson Corporation 40

Notes to Consolidated Financial Statements — (Continued)

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

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

The assets and liabilities acquired were as follows:

11 unchanged sentences

Total Liabilities $ 34,858

Nordson Corporation 44

Notes to Consolidated Financial Statements — (Continued)

2022 Acquisition

On November 1, 2021, we acquired 100 percent of NDC Technologies ("NDC"), a leading global provider of precision measurement solutions for in-line manufacturing process control.

On November 1, 2021, we acquired 100 % of NDC Technologies ("NDC"), a leading global provider of precision measurement solutions for in-line manufacturing process control.

NDC's technology portfolio includes in-line measurement sensors, gauges and analyzers using near-infrared, laser, X-ray, optical and nucleonic technologies, as well as proprietary algorithms and software.

3 unchanged sentences

Goodwill associated with this acquisition of $ 72,018 is tax deductible.

This acquisition is being reported in our Industrial Precision Solutions segment and the results of NDC are not material to our Consolidated Financial Statements.

Nordson Corporation 41

Notes to Consolidated Financial Statements — (Continued)

This acquisition is being reported in our Industrial Precision Solutions segment and the financial results of NDC are not material to our Consolidated Financial Statements.

Note 4 — Details of Consolidated Balance Sheet 2024 2023

24 unchanged sentences

Salaries and other compensation $ 77,799 $ 63,130

Interest 13,800 11,240

Taxes other than income taxes 13,560 14,894

Warranty 13,538 14,401

Interest 11,240 6,018

Net Investment Contracts 10,675 —

Pension and other employee benefits 8,919 8,686

Commissions and rebates 6,844 8,823

Foreign currency forward contracts 5,508 10,425

Pension and retirement 5,445 4,456

Customer commissions 3,065 3,526

Other 74,588 67,989

8 unchanged sentences

Testing is done more frequently if an event occurs or circumstances change that would indicate the fair value of a reporting unit is less than the carrying amount of those assets.

We assess the fair value of reporting units on a non-recurring basis using a quantitative analysis that uses a combination of the discounted cash flow method of the Income Approach and the guideline public company method of the Market Approach, and compare the result against the reporting unit’s carrying value of net assets.

We assess the fair value of reporting units on a non-recurring basis using a quantitative analysis that uses a combination of the Income Approach and the guideline public company method of the Market Approach, and compare the result against the reporting unit’s carrying value of net assets.

The implied fair value of our reporting units is determined based on significant unobservable inputs, as discussed below;

accordingly, these inputs fall within Level 3 of the fair value hierarchy.

The discounted cash flow method ("Income Approach") uses assumptions for revenue growth, operating margin and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends.

The Income Approach uses assumptions for revenue growth, operating margin and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends.

Terminal value calculations employ a published formula known as the Gordon Growth Model Method that essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted Average Cost of Capital ("WACC") methodology and growth rate.

2 unchanged sentences

The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors.

In the application of the guideline public company method ("Market Approach"), fair value is determined using transactional evidence for similar publicly traded equity.

In the application of the guideline public company method, fair value is determined using transactional evidence for similar publicly traded equity.

The comparable company guideline group is determined based on relative similarities to each reporting unit since exact correlations are not available.

8 unchanged sentences

Changes in the carrying amount of goodwill during 2024 by operating segment:

Industrial Precision Solutions Medical Fluid Systems Advanced Technology Systems Total

Industrial Precision Solutions Medical and Fluid Solutions Advanced Technology Systems Total

Balance at October 31, 2023 $ 1,208,996 $ 1,173,858 $ 401,347 $ 2,784,201

2 unchanged sentences

Balance at October 31, 2024 $ 1,207,631 $ 1,669,748 $ 403,440 $ 3,280,819

The increase in goodwill for 2023 was due to the acquisition of CyberOptics and the ARAG Group.

See Note 3 for additional details.

The increase in goodwill for 2024 was due to the acquisition of Atrion.

See Note 3 to the Consolidated Financial Statements for additional details.

Nordson Corporation 46

1 unchanged sentence

Changes in the carrying amount of goodwill during 2023 by operating segment:

Industrial Precision Solutions Medical Fluid Systems Advanced Technology Systems Total

Industrial Precision Solutions Medical and Fluid Solutions Advanced Technology Systems Total

Balance at October 31, 2022 $ 520,236 $ 1,172,069 $ 112,388 $ 1,804,693

2 unchanged sentences

Balance at October 31, 2023 $ 1,208,996 $ 1,173,858 $ 401,347 $ 2,784,201

The increase in goodwill for 2022 was due to the acquisition of NDC.

See Note 3 for additional details.

The increase in goodwill for 2023 was due to the acquisition of CyberOptics and the ARAG Group.

See Note 3 to the Consolidated Financial Statements for additional details.

Information regarding intangible assets subject to amortization:

18 unchanged sentences

Amortization expense for 2024, 2023 and 2022 was $ 76,972 , $ 59,719 and $ 50,825 , respectively.

See Note 3 for details regarding intangibles recorded due to the acquisition of CyberOptics and the ARAG Group.

See Note 3 for details regarding intangibles recorded due to acquisitions.

Estimated amortization expense for each of the five succeeding years:

2025 $ 77,220

2026 $ 73,639

2027 $ 70,807

2028 $ 68,239

2029 $ 62,334

Note 6 — Retirement, pension and other postretirement plans

4 unchanged sentences

The expense applicable to retirement plans for 2024, 2023 and 2022 was approximately $ 30,564 , $ 29,511 and $ 26,635 , respectively.

Pension plans — We have various pension plans covering a portion of our United States and international employees.

Pension plan benefits are generally based on years of employment and, for salaried employees, the level of compensation.

Nordson Corporation 47

Notes to Consolidated Financial Statements — (Continued)

determined amounts are contributed to United States plans to provide sufficient assets to meet future benefit payment requirements.

Pension plans — We have various pension plans covering a portion of our United States and international employees.

Pension plan benefits are generally based on years of employment and, for salaried employees, the level of compensation.

Actuarially determined amounts are contributed to United States plans to provide sufficient assets to meet future benefit payment requirements.

We also sponsor an unfunded supplemental pension plan for certain employees.

International subsidiaries fund their pension plans according to local requirements.

During the second quarter of 2022, we completed a partial plan settlement transaction in regards to two of our U.S.

During the second quarter of 2022, we completed a partial plan settlement transaction in regard to two of our U.S.

pension plans in which plan assets amounting to $ 171,181 were used to purchase a group annuity contract from The Prudential Insurance Company of America ("Prudential").

The settlement resulted in a loss of $ 41,221 , which is included in Pension settlement charge for U.S.

The settlement resulted in a loss of $ 41,221 , whic h is included in Pension settlement charge for U.S.

Plans on the Consolidated Statements of Income.

32 unchanged sentences

Total amount recognized in financial statements $ ( 2,306 ) $ 2,490 $ ( 24,534 ) $ ( 22,950 )

The net actuarial gain included in the projected benefit obligation for the United States pension plans for 2023 was primarily due to higher discount rates partially offset by losses due to demographic experience.

The net actuarial gain included in the projected benefit obligation for the United States pension plans for 2022 was primarily due to higher discount rates partially offset by an increase in the compensation increase assumption.

Nordson Corporation 48

Notes to Consolidated Financial Statements — (Continued)

The net actuarial loss included in the projected benefit obligation for the United States and international pension plans for 2024 was primarily due to lower discount rates partially offset by gains due to demographic experience.

The actuarial gain included in the projected benefit obligation for the United States pension plans for 2023 was primarily due to higher discount rates partially offset by losses due to demographic experience.

Amounts recognized in accumulated other comprehensive loss (income):

35 unchanged sentences

Total benefit cost $ 2,463 $ 1,646 $ 52,630 $ 2,198 $ 1,679 $ 1,401

Net periodic pension cost for 2024 included a settlement loss of $ 151 due to lump sum retirement payments.

Net periodic pension cost for 2023 included a settlement gain of $ 335 due to lump sum retirement payments.

Net periodic pension cost for 2022 and 2021 included settlement losses of $ 298 and $ 4,143 , respectively, due to lump sum retirement payments.

Net periodic pension cost for 2022 included a settlement loss of $ 298 due to lump sum retirement payments.

Net periodic pension cost for 2022 included a curtailment gain of $ 2,112 due to the freeze of an international defined benefit plan.

The components of net periodic pension cost other than service cost are included in Pension settlement charge for U.S.

Plans and Other – net in our Consolidated Statements of Income .

Nordson Corporation 49

Notes to Consolidated Financial Statements — (Continued)

The components of net periodic pension cost other than service cost are included in Pension settlement charge for U.S.

Plans and Other – net in our Consolidated Statements of Income .

The weighted average assumptions used in the valuation of pension benefits were as follows:

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Cash $ — $ — $ — $ — $ 442 $ 442 $ — $ —

Money market funds 251 251 — — — — — —

Equity securities:

50 unchanged sentences

• Fixed income securities - U.S.

Treasury bills reflect the closing price on the active market in which the securities are traded and are classified as Level 1.

Securities of U.S.

agencies are valued using bid evaluations and are classified as Level 2.

government securities are valued using bid evaluations and are classified as Level 2.

Corporate fixed income securities are valued using evaluated prices, such as dealer quotes, bids and offers and are therefore classified as Level 2.

20 unchanged sentences

Settlements ( 214 )

Unrealized losses 266

Unrealized gains 440

Foreign currency translation 522

8 unchanged sentences

Settlements ( 607 )

Unrealized losses ( 254 )

Unrealized gains 266

Foreign currency translation 1,186

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Notes to Consolidated Financial Statements — (Continued)

A reconciliation of the benefit obligations, accrued benefit cost and the amount recognized in financial statements for other postretirement plans is as follows:

United States International

2023 2022 2023 2022

A reconciliation of the benefit obligations, accrued benefit cost and the amount recognized in financial statements for other postretirement plans in the United States is as follows:

Change in benefit obligation:

3 unchanged sentences

Participant contributions 580 614

Foreign currency exchange rate change — — 10 ( 37 )

Actuarial (gain) loss 623 ( 7,301 )

12 unchanged sentences

Total amount recognized in financial statements $ ( 54,252 ) $ ( 53,433 )

United States International

2023 2022 2023 2022

Amounts recognized in accumulated other comprehensive (gain) loss:

Net actuarial (gain) loss $ ( 12,336 ) $ ( 5,035 ) $ ( 540 ) $ ( 661 )

Accumulated other comprehensive (gain) loss $ ( 12,336 ) $ ( 5,035 ) $ ( 540 ) $ ( 661 )

The following table summarizes the changes in accumulated other comprehensive (gain) loss:

United States International

2023 2022 2023 2022

Balance at beginning of year $ ( 12,336 ) $ ( 5,035 )

1 unchanged sentence

Net gain (loss) recognized during the year 591 —

Exchange rate effect during the year — — 24 48

Balance at end of year $ ( 11,122 ) $ ( 12,336 )

Nordson Corporation 51

Notes to Consolidated Financial Statements — (Continued)

Net postretirement benefit costs include the following components:

United States International

2024 2023 2022

1 unchanged sentence

Interest cost 3,018 3,063 1,923

Amortization of prior service credit — — — — — —

Amortization of net actuarial (gain) loss ( 591 ) — 978

1 unchanged sentence

The components of net postretirement benefit cost other than service cost are included in Other – net in our Consolidated Statements of Income.

Nordson Corporation 54

Notes to Consolidated Financial Statements — (Continued)

The weighted average assumptions used in the valuation of postretirement benefits were as follows:

United States International

2024 2023 2022

9 unchanged sentences

The weighted average health care trend rates reflect expected increases in the Company’s portion of the obligation.

The decrease in the health care cost trend rates in 2024 for the U.S.

postretirement plan is due to a reduction in the long-term increase assumption for the HRA benefit.

Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when exceeding the accounting corridor, which is set at 10 percent of the greater of the plan assets or benefit obligations.

3 unchanged sentences

Retiree postretirement benefit payments are anticipated to be paid as follows:

Year United States International

2030-2034 $ 18,876

2029-2034 18,791 58

Nordson Corporation 55

74 unchanged sentences

We also had $ 30,897 of state operating loss carryforwards, $ 47,966 of foreign operating loss carryforwards, and a $ 4,459 capital loss carryforward, of which $ 58,426 will expire in 2025 through 2043, and $ 24,897 of which has an indefinite carryforward period.

The net change in the valuation allowance was an increase of $ 13,602 in 2023 and a decrease of $ 4,011 in 2022.

The net change in the valuation allowance was an increase of $ 9,864 in 2024 and an increase of $ 13,602 in 2023.

The valuation allowance of $ 33,596 at October 31, 2024, related primarily to tax credits and loss carryforwards that may expire before being realized.

2 unchanged sentences

Notes to Consolidated Financial Statements — (Continued)

Note 8 — Bank lines of credit

Bank lines of credit are summarized as follows:

Maximum borrowings available under bank lines of credit (all foreign banks) $ 114,464 $ 61,213

Outstanding borrowings / notes payable (all foreign bank debt) ( 5,019 ) —

Unused bank lines of credit $ 109,445 $ 61,213

Note 8 — Long-term debt

6 unchanged sentences

Senior notes, due 2025-2030 190,000 260,000

Euro loan, due 2023 — 261,893

5.600% Notes due 2028 350,000 350,000

5.800% Notes due 2033 500,000 500,000

4.500% Notes due 2029 600,000 —

2,223,928 1,749,305

5 unchanged sentences

This facility had a five-year term expiring in April 2024 and included a $ 75,000 sub-facility for swing-line loans.

On April 17, 2023, we entered into an amendment to, among other things, replace LIBOR with SOFR, EURIBOR, SONIA and TIBOR for U.S.

On April 17, 2023, we entered into an amendment to, among other things, replace London Interbank Offered Rate with the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate, the Sterling Overnight Index Average and the Tokyo Interbank Offered Rate for U.S.

Dollar, Euro, British Pound Sterling and Japanese Yen borrowings, respectively.

On June 6, 2023, this credit agreement was terminated and replaced by the New Credit Agreement (as defined below).

At October 31, 2023 , there were no borrowings outstanding under this facility.

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").

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

The Company borrowed and has outstanding $ 280,000 on the Term Loan Facility and $ 240,000 on the Revolving Facility as of October 31, 2024 .

1 unchanged sentence

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) Risk-Free Rate ("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).

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 weighted-average interest rate at October 31, 2024 was 5.66 %.

Senior notes, due 2023-2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies have a remaining weighted-average life of 1.00 year.

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 0.73 years.

The weighted-average interest rate at October 31, 2024 was 3.07 percent.

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The weighted-average interest rate at October 31, 2024 was 3.13 percent.

Nordson Corporation 55

Notes to Consolidated Financial Statements — (Continued)

Senior notes, due 2025-2030 — These unsecured fixed-rate notes entered in 2018 with a group of insurance companies have a remaining weighted-average life of 2.70 years.

The weighted-average interest rate at October 31, 2024 was 4.03 percent.

Euro loan, due 2023 — The euro term loan facility with Bank of America Merrill Lynch International Limited was due in March 2023 and was repaid.

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.

5.600% Notes due 2028 and 5.800% Notes due 2033 — In September 2023, we completed an underwritten public 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.

4.500% Notes due 2029 - In September 2024, we completed an underwritten public offering of $ 600,000 aggregate principal amount of 4.500 % Notes due 2029 (the "2029 Notes").

Nordson Corporation 58

Notes to Consolidated Financial Statements — (Continued)

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

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$ 630,000 in 2028 and $ 620,000 in 2029.

Bank lines of credit are summarized as follows:

Maximum borrowings available under bank lines of credit (all foreign banks) $ 123,983 $ 114,464

Outstanding borrowings / notes payable (all foreign bank debt) ( 18,285 ) ( 5,019 )

Unused bank lines of credit $ 105,698 $ 109,445

Note 9 — Leases

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$ 696 $ — $ 696 $ —

Net investment contracts (b)

13,713 — 13,713 —

Total assets at fair value $ 14,409 $ — $ 14,409 $ —

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$ 9,637 $ — $ 9,637 $ —

Net investment contracts (b)

9,985 — 9,985 —

Foreign currency forward contracts (a)

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Total liabilities at fair value $ 30,047 $ — $ 30,047 $ —

(a) We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies.

Nordson Corporation 60

Notes to Consolidated Financial Statements — (Continued)

Foreign exchange contracts are valued using market exchange rates.

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

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 October 31, 2024 was $ 845,333 .

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Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.

Fair value disclosures related to goodwill are disclosed in Note 5.

The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables and accounts payable, are shown in the table below.

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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.

The carrying amount of long-term debt is shown net of unamortized debt issuance costs and bond discounts as described in Note 9.

The carrying amount of long-term debt is shown net of unamortized debt issuance costs and bond discounts as described in the Long-term debt Note.

Note 11 — Derivative financial instruments

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

In 2024, we recognized net gains of $ 7,553 on foreign currency forward contracts and net loss of $ 13,052 from the change in fair value of balance sheet positions.

In 2023, we recognized net losses of $ 3,041 on foreign currency forward contracts and net loss of $ 4,701 from the change in fair value of balance sheet positions.

In 2022, we recognized net losses of $ 4,937 on foreign currency forward contracts and net gains of $ 11,207 from the change in fair value of balance sheet positions.

In 2021, we recognized net gains of $ 1,485 on foreign currency forward contracts and net losses of $ 7,411 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 Receivables-net and Accrued liabilities, respectively in the Consolidated Balance Sheets.

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As of October 31, 2024 and 2023, there were no significant concentrations of credit risk.

Treasury Locks

During the fourth quarter of 2024, the Company entered into treasury locks to fix the interest rate related to $ 250,000 of the $ 600,000 of 2029 Notes issued on September 4, 2024.

The derivative positions were closed when the debt was priced on September 4, 2024 with a cash settlement net payment of $ 2,306 that offset changes in the benchmark treasury rate between execution of the treasury rate locks and the debt pricing date.

These derivatives were designed as cash flow hedges and the deferred amount reported in AOCI is being reclassed to interest expense as payments are made on the notes through the maturity date.

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.

During the second quarter of 2023, the Company designated € 180,000 of borrowings as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries.

In June 2023, the hedge was terminated.

Any increases or decreases related to the remeasurement or termination of the € 180,000 borrowing into U.S.

dollars were recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheets.

A loss of $ 2,467 , net of tax, was recorded in 2023 on these net investment hedges.

During the fourth quarter of 2023, the Company designated € 760,000 of borrowings as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries.

In September 2023, the hedge was terminated.

Any increases or decreases related to the remeasurement or termination of the € 760,000 borrowing into U.S.

dollars were recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheets.

A gain of $ 7,846 , net of tax, was recorded in 2023 on these net investment hedges.

During 2023, the Company entered into various cross currency swaps between the U.S.

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

During 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 Sheets until the sale or substantial liquidation of the underlying investments.

A gain of $ 10,165 , net of tax, was recorded in 2023.

A net gain of $ 16,214 , net of tax of $ 5,366 , was recorded in 2024 related to all net investment hedges, which is included in foreign currency translation adjustments in the Consolidated Statements of Shareholders' Equity.

Nordson Corporation 62

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The settlement of net investment hedges is recorded in investing activities on the Consolidated Statements of Cash Flows.

A net gain of $ 15,544 , net of tax of $ 4,643 , was recorded in 2023 related to all net investment hedges, which is included in foreign currency translation adjustments in the Consolidated Statements of Shareholders' Equity.

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

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30.4 %- 31.8 %

30.6 %- 30.8 %

Expected dividend yield 1.15 %- 1.20 %

1.12 %- 1.27 %

0.76 %- 0.89 %

Risk-free interest rate 4.22 %- 4.52 %

3.79 %- 4.21 %

1.36 %- 2.65 %

Expected life of the option (in years) 5.0 - 6.2

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

The following table summarizes activity related to restricted shares during 2023:

Shares Weighted˗Average

Grant Date Fair

Value Per Share

Restricted at October 31, 2022 6 $ 167.99

Vested ( 6 ) $ 167.99

Restricted at October 31, 2023 — $ —

As of October 31, 2024, there was no unrecognized compensation cost related to restricted shares.

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$ 231.34 , $ 211.25 and $ 214.51 for 2023;

and $ 202.05 for 2021.

and $ 260.60 , $ 273.50 and $ 221.94 for 2022.

The amount charged to expense for executive officers and selected other key employees in 2024, 2023 and 2022 were $ 5,070 , $ 6,543 and $ 13,626 , respectively.

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Industrial Precision Solutions:

This segment is focused on delivering proprietary dispensing and processing technology, both standard and highly customized equipment, to diverse end markets.

This segment focuses on delivering proprietary dispensing and processing technology, both standard and highly customized equipment, to diverse end markets.

Product lines commonly reduce material consumption, increase line efficiency through precision dispense and measurement and control, and enhance product brand and appearance.

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Advanced Technology Solutions:

This segment is focused on products serving electronics end markets.

This segment focuses on products serving electronics end markets.

Advanced Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics customer’s production processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability.

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(a) Operating segment identifiable assets include notes and accounts receivable net of allowance for doubtful accounts, inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill.

Corporate assets are principally cash and cash equivalents, deferred income taxes, leases, headquarter facilities, the major portion of our enterprise management systems and intangible assets.

Corporate assets are principally cash and cash equivalents, deferred income taxes, leases, headquarter facilities and intangible assets.

We have significant sales and long-lived assets in the following geographic areas:

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Long-lived assets include property, plant and equipment - net and operating right of use lease assets.

Nordson Corporation 64

Notes to Consolidated Financial Statements — (Continued)

A reconciliation of total assets for reportable segments to total consolidated assets is as follows:

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Total consolidated assets $ 6,000,966 $ 5,251,770 $ 3,820,375

Nordson Corporation 67

Notes to Consolidated Financial Statements — (Continued)

Note 15 — Supplemental information for the statement of cash flows

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Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework ("2013 framework"), Nordson’s management assessed the effectiveness of our internal control over financial reporting as of October 31, 2024.

We completed the acquisitions of the ARAG Group and its subsidiaries ("ARAG Group" or "ARAG") and CyberOptics Corporation ("CyberOptics") on August 24, 2023 and November 3, 2022, respectively.

As permitted by SEC guidance, the scope of our evaluation of internal control over financial reporting as of October 31, 2023 did not include the internal control over financial reporting of the ARAG Group and CyberOptics.

The results of the ARAG Group and CyberOptics are included in our consolidated financial statements from the date each business was acquired.

The combined total assets of the ARAG Group and CyberOptics represented 30% of our total assets at October 31, 2023.

The combined net revenues represented 4% of consolidated revenues for the year ended October 31, 2023 and the combined net income for the year ended October 31, 2023 did not have a material impact on the Company’s operations .

We completed the acquisition of Atrion Corporation and its subsidiaries ("Atrion") on August 21, 2024.

As permitted by SEC guidance, the scope of our evaluation of internal control over financial reporting as of October 31, 2024 did not include the internal control over financial reporting of Atrion.

The results of Atrion are included in our consolidated financial statements from the date the business was acquired.

The total assets of the Atrion represented 14% of our total assets at October 31, 2024.

The net revenues represented 1% of consolidated revenues for the year ended October 31, 2024 and the net income for the year ended October 31, 2024 did not have a material impact on the Company’s operations .

Based on our assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2024.

The independent registered public accounting firm, Ernst & Young LLP, has also audited the effectiveness of our internal control over financial reporting as of October 31, 2024.

Their report is included herein.

/s/ Sundaram Nagarajan /s/ Stephen Shamrock

President and Chief Executive Officer Vice President and Corporate Controller, Interim Chief Financial Officer

Ernst & Young LLP's report on Nordson's internal control over financial reporting is included herein.

/s/ Sundaram Nagarajan /s/ Daniel R.

President and Chief Executive Officer Executive Vice President and Chief Financial Officer

December 18, 2024

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In our opinion, Nordson Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of ARAG Group and its subsidiaries (ARAG Group or ARAG) and CyberOptics Corporation (CyberOptics), which are included in the 2023 consolidated financial statements of the Company and on a combined basis constitu ted 30% of total assets as of October 31, 2023 and 4% of total revenues for the year then ended.

The combined net income for the year then ended did not have a material impact on the Company’s operations.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the ARAG Group and CyberOptics.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Atrion Corporation and its subsidiaries (Atrion), which is included in the 2024 consolidated financial statements of the Company and constitu ted 14% of total assets as of October 31, 2024 and 1% of total revenues for the year then ended.

Net income for the year then ended did not have a material impact on the Company’s operations.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Atrion.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended October 31, 2024, and the related notes and schedule listed in the Index at Item 15(a) and our report dated December 18, 2024 expressed an unqualified opinion thereon.

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Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Nordson Corporation 71

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The Company performed a quantitative impairment test for all reporting units in fiscal 2024.

As part of the quantitative impairment test, the Company estimated the fair value of each reporting unit using a combination of valuation techniques including the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

As part of the quantitative impairment tests, the Company estimated the fair value of each reporting unit using a combination of valuation techniques including the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

Auditing management’s annual goodwill impairment assessment relating to goodwill was complex due to the use of valuation methodologies in the determination of the estimated fair values of the reporting units.

These fair value estimates are impacted by assumptions such as discount rates, revenue growth rates, and operating margins which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process whereby the Company develops assumptions that are used as inputs to the annual goodwill impairment test.

This included controls over management's review of the valuation models and the assumptions, described above.

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We also assessed the appropriateness of the disclosures in the consolidated financial statements.

Valuation of acquired customer relationship intangible asset in the ARAG Group acquisition

Description of the Matter During 2023, the Company completed its acquisition of ARAG Group (ARAG) for net consideration of €957,000 thousand, as disclosed in Note 3 to the consolidated financial statements.

The transaction was accounted for as a business combination.

The acquisition date fair value of the acquired customer relationship intangible asset was estimated to be $295,000 thousand.

Auditing the acquisition date fair value of the customer relationship intangible asset was complex due to the significant estimation used by management in determining the fair value.

In particular, the fair value estimate required the use of valuation methodologies that were sensitive to significant and subjective assumptions, such as forecasted revenue growth rates, EBITDA margins, customer attrition rate, and discount rate, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls used by management for the determination of the estimated fair value of the customer relationship intangible asset.

For example, we tested controls over management’s review of the valuation of the intangible asset, including the review of the valuation model and significant assumptions used to develop the fair value estimate of the intangible asset.

We also tested management's internal controls to validate that the data used in the valuation models was complete and accurate.

Nordson Corporation 69

To test the estimated fair value of the customer relationship intangible asset, our audit procedures included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data supporting the significant assumptions and estimates used by the Company in the valuations.

We tested significant assumptions through a combination of procedures, as applicable for each assumption, including comparing them to forecasted industry trends, as well as to the historical results of the acquired business.

We performed sensitivity analyses of the significant assumptions used in the valuation model to evaluate the change in fair value resulting from changes in the significant assumptions.

With the assistance of our valuation specialists, we evaluated the methodology used by the Company and certain significant assumptions included in the fair value estimate.

We also assessed the appropriateness of the disclosures in the consolidated financial statements.

/s/ Ernst & Young LLP

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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 8. Financial Statements and Supplementary Data