NORDSON CORP 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Condensed Consolidated Statements of Income Three Months Ended (In thousands, except for per share data) January 31, 2025 January 31, 2024 Sales $ 615,420 $ 633,193 Operating costs and expenses: Cost of sales 279,524 284,766 Selling and administrative expenses 194,949 188,992 474,473 473,758 Operating profit 140,947 159,435 Other income (expense): Interest expense ( 26,559 ) ( 21,442 ) Interest and investment income 941 1,044 Other income (expense) - net 1,526 ( 338 ) ( 24,092 ) ( 20,736 ) Income before income taxes 116,855 138,699 Income taxes 22,203 29,127 Net income $ 94,652 $ 109,572 Average common shares 57,129 57,064 Incremental common shares attributable to equity compensation 357 491 Average common shares and common share equivalents 57,486 57,555 Basic earnings per share $ 1.66 $ 1.92 Diluted earnings per share $ 1.65 $ 1.90 See accompanying notes. Page 3 Table of Contents Nordson Corporation Consolidated Statements of Comprehensive Income Three Months Ended (In thousands) January 31, 2025 January 31, 2024 Net income $ 94,652 $ 109,572 Components of other comprehensive income (loss): Foreign currency translation adjustments ( 51,679 ) 43,943 Pension and other postretirement plan adjustments, net of tax 512 ( 459 ) Total other comprehensive income ( 51,167 ) 43,484 Total comprehensive income $ 43,485 $ 153,056 See accompanying notes. Page 4 Table of Contents Nordson Corporation Consolidated Balance Sheets (In thousands) Assets Current assets: January 31, 2025 October 31, 2024 Cash and cash equivalents $ 130,424 $ 115,952 Receivables - net 531,298 594,663 Inventories - net 472,234 476,935 Prepaid expenses and other current assets 92,068 87,482 Total current assets 1,226,024 1,275,032 Goodwill 3,242,344 3,280,819 Intangible assets - net 704,496 740,846 Property, plant and equipment - net 538,448 544,607 Operating right of use lease assets 87,814 93,620 Deferred income taxes 11,748 11,196 Other assets 60,652 54,846 Total assets $ 5,871,526 $ 6,000,966 Liabilities and shareholders' equity Current liabilities: Current maturities of long-term debt and notes payable $ 101,063 $ 103,928 Accrued liabilities 182,124 225,231 Accounts payable 88,546 97,839 Customer advanced payments 49,092 46,400 Income taxes payable 41,446 32,754 Operating lease liability - current 16,532 17,063 Finance lease liability - current 5,264 5,262 Total current liabilities 484,067 528,477 Long-term debt 2,085,177 2,101,197 Operating lease liability - noncurrent 75,497 80,818 Deferred income taxes 208,575 205,687 Postretirement obligations 51,406 51,544 Pension obligations 44,710 46,893 Finance lease liability - noncurrent 11,661 12,083 Other long-term liabilities 33,822 42,075 Shareholders' equity: Common shares 12,253 12,253 Capital in excess of stated value 719,073 714,091 Retained earnings 4,345,249 4,295,199 Accumulated other comprehensive loss ( 236,007 ) ( 184,840 ) Common shares in treasury, at cost ( 1,963,957 ) ( 1,904,511 ) Total shareholders' equity 2,876,611 2,932,192 Total liabilities and shareholders' equity $ 5,871,526 $ 6,000,966 See accompanying notes. Page 5 Table of Contents Nordson Corporation Consolidated Statements of Shareholders’ Equity Three Months Ended January 31, 2025 (In thousands, except for share and per share data) Common Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Shares in Treasury, at cost TOTAL November 1, 2024 $ 12,253 $ 714,091 $ 4,295,199 $ ( 184,840 ) $ ( 1,904,511 ) $ 2,932,192 Shares issued under company stock and employee benefit plans — 349 — — 652 1,001 Stock-based compensation — 4,633 — — — 4,633 Purchase of treasury shares — — — — ( 60,098 ) ( 60,098 ) Dividends declared ($ 0.78 per share) — — ( 44,602 ) — — ( 44,602 ) Net income — — 94,652 — — 94,652 Other Comprehensive Income (Loss): Foreign currency translation adjustments — — — ( 51,679 ) — ( 51,679 ) Defined benefit pension and post-retirement plan adjustments — — — 512 — 512 January 31, 2025 $ 12,253 $ 719,073 $ 4,345,249 $ ( 236,007 ) $ ( 1,963,957 ) $ 2,876,611 Three Months Ended January 31, 2024 (In thousands, except for share and per share data) Common Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Shares in Treasury, at cost TOTAL November 1, 2023 $ 12,253 $ 668,097 $ 3,989,353 $ ( 196,441 ) $ ( 1,875,202 ) $ 2,598,060 Shares issued under company stock and employee benefit plans — 12,519 — — 1,899 14,418 Stock-based compensation — 4,659 — — — 4,659 Purchase of treasury shares — — — — ( 7,371 ) ( 7,371 ) Dividends declared ($ 0.68 per share) — — ( 38,855 ) — — ( 38,855 ) Net income — — 109,572 — — 109,572 Other Comprehensive Income (Loss): Foreign currency translation adjustments — — — 43,943 — 43,943 Defined benefit pension and post-retirement plan adjustments — — — ( 459 ) — ( 459 ) January 31, 2024 $ 12,253 $ 685,275 $ 4,060,070 $ ( 152,957 ) $ ( 1,880,674 ) $ 2,723,967 See accompanying notes. Page 6 Table of Contents Nordson Corporation Condensed Consolidated Statements of Cash Flows (In thousands) Three Months Ended Cash flows from operating activities: January 31, 2025 January 31, 2024 Net income $ 94,652 $ 109,572 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 37,031 33,544 Non-cash stock compensation 4,633 4,659 Deferred income taxes ( 2,223 ) 1,642 Other non-cash expense 584 243 Loss on sale of property, plant and equipment 166 8 Changes in operating assets and liabilities and other 24,279 22,688 Net cash provided by operating activities 159,122 172,356 Cash flows from investing activities: Additions to property, plant and equipment ( 21,399 ) ( 7,530 ) Proceeds from sale of property, plant and equipment 298 22 Other 6,825 1,783 Net cash used in investing activities ( 14,276 ) ( 5,725 ) Cash flows from financing activities: Proceeds from issuance of debt 1,655 805 Repayment of debt ( 24,218 ) ( 108,000 ) Repayment of finance lease obligations ( 1,320 ) ( 1,488 ) Issuance of common shares in treasury 1,001 14,418 Purchase of treasury shares ( 60,098 ) ( 7,371 ) Dividends paid ( 44,602 ) ( 38,855 ) Net cash used in financing activities ( 127,582 ) ( 140,491 ) Effect of exchange rate changes on cash ( 2,792 ) ( 5,618 ) Increase in cash and cash equivalents 14,472 20,522 Cash and cash equivalents at beginning of period 115,952 115,679 Cash and cash equivalents at end of period $ 130,424 $ 136,201 See accompanying notes. Page 7 Table of Contents Nordson Corporation Notes to Condensed Consolidated Financial Statements January 31, 2025 NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES In this Quarterly Report on Form 10-Q, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation. Unless otherwise noted, all references to years relate to our fiscal year ending October 31. Significant accounting policies Basis of presentation . The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended January 31, 2025 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, 2024. Consolidation . The Condensed Consolidated Financial Statements include the accounts of Nordson Corporation and its 100%-owned and controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is 50 % or less or in which we do not have control but have the ability to exercise significant influence are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of estimates . The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements. Actual amounts could differ from these estimates. Revenue recognition . A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. 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. 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 January 31, 2025 and October 31, 2024 were not material. However, for certain contracts related to the sale of customer-specific products within our Medical and Fluid Solutions ("MFS") 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. As control transfers over time for these products or services, revenue is recognized based on progress toward completion of the performance obligations. The selection method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We have elected to use the input method – costs incurred for these contracts because it best depicts the transfer of products or services to the customer based on incurring costs on the contract. Under this method, revenues are recorded proportionally as costs are incurred. Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material on January 31, 2025 and October 31, 2024. Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues for the year-to-date periods ended January 31, 2025 and October 31, 2024. 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. As a practical expedient, we may exclude the assessment of whether goods or services are performance obligations, if they are immaterial in the context of the contract, and combine these with other performance obligations. While payment terms and conditions vary by contract type, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a significant portion of these costs are incurred prior to transfer of control to the customer. 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 Page 8 Table of Contents Nordson Corporation costs is one year or less. These costs are recorded within Selling and administrative expenses in our Condensed 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, and 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. Refer to our Operating segments Note for details. Earnings per share . Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted shares and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. Options excluded from the calculation of diluted earnings per share for the three months ended January 31, 2025 and 2024 were 193 and 74 , respectively. Recently issued accounting standards 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 plans to adopt this standard beginning with our Annual Report on Form 10-K for the fiscal year ending October 31, 2025. While we expect the adoption of this standard will expand our disclosures related to our operating segments, we do not expect it to have any impact on our consolidated financial statements. 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 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 Condensed 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 ASU requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into expense categories such as: purchases of inventory, employee compensation, depreciation and intangible asset amortization. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual 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. Acquisitions 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. The cost in excess of the net assets of the business acquired is included in goodwill. 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 Page 9 Table of Contents Nordson Corporation operate within our MFS 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”) 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 $ 494,409 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 January 31, 2025, 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 494,409 Intangibles 129,600 Other assets 158,059 Total Assets $ 892,180 Accounts payable $ 25,587 Deferred income taxes 31,221 Other liabilities 20,948 Total Liabilities $ 77,756 Receivables Our allowance for credit losses is principally determined based on aging of receivables. Receivables are exposed to credit risk based on the customers' ability to pay which is influenced by, among other factors, their financial liquidity. We perform ongoing customer credit evaluation to maintain sufficient allowances for potential credit losses. Our segments perform credit evaluation and monitoring to estimate and manage credit risk through the review of customer information, credit ratings, approval and monitoring of customer credit limits, and assessment of market conditions. We may also require prepayments or bank guarantees from customers to mitigate credit risk. Our receivables are generally short-term in nature with a majority of receivables outstanding less than 90 days. Accounts receivable balances are written-off against the allowance if deemed uncollectible. Accounts receivable are net of an allowance for credit losses of $ 8,655 a nd $ 9,769 o n January 31, 2025 and October 31, 2024, respectively. The provision income on receivables was $ 382 for the three months ended January 31, 2025, compared to the provision expense of $ 80 for the three months ended January 31, 2024. 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. Inventories Components of inventories were as follows: January 31, 2025 October 31, 2024 Finished goods $ 261,189 $ 256,465 Raw materials and component parts 248,264 250,477 Work-in-process 49,848 55,790 559,301 562,732 Obsolescence and other reserves ( 87,067 ) ( 85,797 ) $ 472,234 $ 476,935 Page 10 Table of Contents Nordson Corporation Property, Plant and Equipment Components of property, plant and equipment were as follows: January 31, 2025 October 31, 2024 Land $ 31,779 $ 32,018 Land improvements 4,802 4,822 Buildings 362,996 354,854 Machinery and equipment 645,577 649,510 Enterprise management system 53,662 53,401 Construction-in-progress 37,315 58,362 Leased property under finance leases 29,099 29,404 1,165,230 1,182,371 Accumulated depreciation and amortization ( 626,782 ) ( 637,764 ) $ 538,448 $ 544,607 Depreciation expense was $ 17,720 and $ 14,157 for the three months ended January 31, 2025 and 2024, respectively. Goodwill and other intangible assets Changes in the carrying amount of goodwill for th e three months ended January 31, 2025 by operating segment were as follows: Industrial Precision Solutions Medical and Fluid Solutions Advanced Technology Solutions Total Balance at October 31, 2024 $ 1,207,631 $ 1,669,748 $ 403,440 $ 3,280,819 Acquisitions — 130 — 130 Division transfer (29,010) 29,010 — Currency effect ( 43,224 ) ( 1,930 ) 6,549 ( 38,605 ) Balance at January 31, 2025 $ 1,135,397 $ 1,667,948 $ 438,999 $ 3,242,344 Effective November 1, 2024, the Measurement and Control Solutions ("MCS") division was transferred from the Industrial Precision Solutions ("IPS") segment to the Advanced Technology Solutions ("ATS") segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment. The division transfer above reflects the transfer of goodwill from IPS to ATS as a result of this change. In the first quarter of 2025, the Company also reassessed its reporting units for purposes of annual goodwill impairment testing due to a number of recent developments, including the status of integration activities associated with several significant acquisitions over the last few years and changes in the management of divisions, such as the transfer of MCS to the ATS segment. As a result of this reassessment and in consideration of the Company's management reporting structure, economic characteristics of the divisions and nature of the products and services of those divisions, the Company determined its reporting units should be the same as its operating segments: ATS, IPS and MFS. In accordance with ASC 350, Intangibles - Goodwill and Other , the Company properly assessed for indicators of impairment of goodwill at the time of the reporting unit change, concluding that no impairment existed. Page 11 Table of Contents Nordson Corporation Information regarding our intangible assets subject to amortization was as follows: January 31, 2025 Carrying Amount Accumulated Amortization Net Book Value Customer relationships $ 860,096 $ 347,178 $ 512,918 Patent/technology costs 229,069 137,419 91,650 Trade name 165,183 65,306 99,877 Non-compete agreements 8,361 8,310 51 Other 430 430 — Total $ 1,263,139 $ 558,643 $ 704,496 October 31, 2024 Carrying Amount Accumulated Amortization Net Book Value Customer relationships $ 878,071 $ 339,756 $ 538,315 Patent/technology costs 232,371 134,187 98,184 Trade name 167,144 62,887 104,257 Non-compete agreements 8,502 8,412 90 Other 500 500 — Total $ 1,286,588 $ 545,742 $ 740,846 Amortization expense for the three months ended January 31, 2025 and 2024 was $ 19,311 and $ 19,387 , respectively. Pension and other postretirement plans The components of net periodic pension and other postretirement cost for the three months ended January 31, 2025 and 2024 were: U.S. International Three Months Ended 2025 2024 2025 2024 Service cost $ 2,531 $ 2,507 $ 232 $ 237 Interest cost 4,691 4,752 623 689 Expected return on plan assets ( 6,609 ) ( 6,652 ) ( 638 ) ( 417 ) Amortization of prior service credit — — ( 2 ) ( 2 ) Amortization of net actuarial (gain) loss 474 — ( 67 ) 9 Total benefit cost $ 1,087 $ 607 $ 148 $ 516 The components of other postretirement benefit costs for the three months ended January 31, 2025 and 2024 were: U.S. Three Months Ended 2025 2024 Service cost $ 59 $ 70 Interest cost 650 754 Amortization of net actuarial gain ( 126 ) ( 147 ) Total benefit cost (income) $ 583 $ 677 The components of net periodic pension and other postretirement cost, other than service cost, are included in Other – net in our Condensed Consolidated Statements of Income. Page 12 Table of Contents Nordson Corporation Income taxes We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period. The effective tax rate for the three months ended January 31, 2025 and 2024 was 19.0 % and 21.0 %, respectively. The effective tax rate for the three months ended January 31, 2025 is lower than the U.S. tax rate of 21 % primarily due to the foreign-derived intangible income deduction. Accumulated other comprehensive income (loss) The components of accumulated other comprehensive income (loss), including adjustments for items that are reclassified from accumulated other comprehensive loss to net income, are shown below. Cumulative translation adjustments Pension and postretirement benefit plan adjustments Accumulated other comprehensive income (loss) Balance at October 31, 2024 $ ( 116,890 ) $ ( 67,950 ) $ ( 184,840 ) Pension and other postretirement plan adjustments, net of tax of $ 163 — 512 512 Foreign currency translation adjustments (a) ( 51,679 ) — ( 51,679 ) Balance at January 31, 2025 $ ( 168,569 ) $ ( 67,438 ) $ ( 236,007 ) (a) Includes a net gain of $ 28,520 , net of tax of $ 8,518 , on net investment hedges. Stock-based compensation During the 2021 Annual Meeting of Shareholders, our shareholders approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the "2021 Plan") as the successor to the Amended and Restated 2012 Stock Incentive and Award Plan (the "2012 Plan"). The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, cash awards and other stock or performance-based incentives. A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that remained available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan. As of January 31, 2025, a total of 1,718 common shares were available to be granted under the 2021 Plan. Stock Options Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in control. In the event of termination of employment due to early retirement or normal retirement at age 65 , options granted within 12 months prior to termination are forfeited, and vesting continues 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. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting dat e. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense related to stock options of $ 748 and $ 1,088 for the three months ended January 31, 2025 and 2024 , respectively. The following table summarizes activity related to stock options for the three months ended January 31, 2025: Number of Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Weighted Average Remaining Term Outstanding at October 31, 2024 855 $ 167.26 Granted 60 209.73 Exercised ( 10 ) 114.34 Forfeited or expired ( 1 ) 238.80 Outstanding at January 31, 2025 904 $ 170.65 $ 50,540 4.9 years Expected to vest 153 $ 230.88 $ 631 8.8 years Exercisable at January 31, 2025 748 $ 158.11 $ 49,889 4.0 years As of January 31, 2025, there was $ 8,264 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. Page 13 Table of Contents 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: Three Months Ended January 31, 2025 January 31, 2024 Expected volatility 30.3 % - 31.2 % 30.5 % - 31.7 % Expected dividend yield 1.51 % - 1.51 % 1.15 % - 1.15 % Risk-free interest rate 4.43 % - 4.48 % 4.22 % - 4.26 % Expected life of the option (in years) 5.0 - 6.3 5.0 - 6.2 The weighted-average expected volatility used to value the 2025 and 2024 options was 30.5 % and 30.7 %, respectively. Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. The weighted average grant date fair value of stock options granted during the three months ended January 31, 2025 and 2024 was $ 68.11 and $ 79.81 , respectively. The total intrinsic value of options exercised during the three months ended January 31, 2025 and 2024 was $ 1,351 and $ 14,127 , respectively. Cash received from the exercise of stock options for the three months ended January 31, 2025 and 2024 was $ 1,001 and $ 14,418 , respectively. Restricted Shares and Restricted Share Units We may grant restricted shares and/or restricted share units to our employees and directors. These shares or units may not be transferred for a designated period of time (generally one to three years ) defined at the date of grant. We may also grant continuation awards in the form of restricted share units with cliff vesting and a performance measure that must be achieved for the restricted share units to vest. For employee recipients, in the event of termination of employment due to early retirement, with the consent of the Company, restricted shares and units granted within 12 months prior to termination are forfeited, and other restricted shares and units vest on a pro-rata basis, subject to the consent of the Compensation Committee. In the event of termination of employment due to normal retirement at age 65 , restricted shares and units granted within 12 months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee. In the event of a recipient's disability or death, all restricted shares and units granted within 12 months prior to termination fully vest. Termination for any other reason prior to the lapse of any restrictions or vesting of units results in forfeiture of the shares or units. For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units. 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. The following table summarizes activity related to restricted share units during the three months ended January 31, 2025: Number of Units Weighted-Average Grant Date Fair Value Restricted share units at October 31, 2024 67 $ 238.83 Granted 47 239.34 Forfeited ( 1 ) 246.79 Vested ( 26 ) 248.00 Restricted share units at January 31, 2025 87 $ 236.32 As of January 31, 2025, there was $ 17,268 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 2.1 years. The amount charged to expense related to restricted share units during each of the three months ended January 31, 2025 and 2024 was $ 2,510 and $ 2,226 , respectively. Page 14 Table of Contents Nordson Corporation Performance Share Incentive Awards Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods. No payout will occur unless threshold performance is achieved. The amount of compensation expense is based upon current performance projections and the percentage of the requisite service that has been rendered. 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 $ 199.30 in 2025 and $ 229.58 for 2024. The amount charged to expense related to performance awards for the three months ended January 31, 2025 and 2024 was $ 1,249 and $ 1,268 , respectively. As of January 31, 2025, there was $ 11,984 of unrecognized compensation cost related to performance share incentive awards. Deferred Compensation Our executive officers and other highly compensated employees may elect to defer up to 100 percent of their base pay and cash incentive compensation, and for executive officers, up to 90 percent of their share-based performance incentive payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan for the three months ended January 31, 2025 and 2024 was $ 26 and $ 21 , respectively. Deferred Directors' Compensation Non-employee directors may defer all or part of their cash and equity-based compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity. Additional share equivalent units are earned when common share dividends are declared. The following table summarizes activity related to director deferred compensation share equivalent units during the three months ended January 31, 2025: Number of Shares Weighted-Average Grant Date Fair Value Outstanding at October 31, 2024 65 $ 115.66 Restricted stock units vested 1 241.19 Distributions ( 1 ) 77.16 Outstanding at January 31, 2025 65 $ 117.80 T he amount charged to expense related to director deferred compensation for the three months ended January 31, 2025 and 2024 was $ 100 and $ 56 , respectively . Warranties We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year ) measured from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions is adjusted as necessary. 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 three months ended January 31, 2025 and 2024: January 31, 2025 January 31, 2024 Beginning balance at October 31 $ 13,538 $ 14,401 Accruals for warranties 1,596 3,089 Warranty payments ( 2,856 ) ( 2,663 ) Currency effect ( 351 ) 192 Ending balance $ 11,927 $ 15,019 Operating segments We conduct business in three p rimary operating segments: IPS, MFS and ATS. The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure us ed by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Page 15 Table of Contents Nordson Corporation Condensed Consolidated Statements of Income (interest and investment income, interest expense and other income/expense ) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment. The accounting policies of the segments are the same as those described in the Significant accounting policies Note. Effective November 1, 2024, the MCS division was transferred from the IPS segment to the ATS segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment. Our segment reporting reflects this change and prior year financial information was revised to be comparable. Industrial Precision Solutions: 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 dispensing, and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, agricultural, consumer durables and non-durables markets. Medical and Fluid Solutions: This segment includes the Company’s fluid management solutions for medical, high-tech industrial and other diverse end markets. Related plastic tubing, balloons, catheters, syringes, cartridges, tips and fluid connection components are used to dispense or control fluids within customers’ medical devices or products, as well as production processes. Advanced Technology Solutions: This segment focuses on products serving electronics and consumer non-durable end markets. Advanced Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics customer’s production and measurement and control processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability. Applications include, but are not limited to, semiconductors, printed circuit boards, electronic components, automotive electronics, in-line measurement sensors, gauges and analyzers. The following table presents information about our segments: Three Months Ended Industrial Precision Solutions Medical and Fluid Solutions Advanced Technology Solutions Corporate Total January 31, 2025 Net external sales $ 300,448 $ 193,609 $ 121,363 $ — $ 615,420 Operating profit (loss) 95,712 40,936 18,123 ( 13,824 ) 140,947 January 31, 2024 Net external sales $ 337,742 $ 159,526 $ 135,925 $ — $ 633,193 Operating profit (loss) 109,098 46,100 18,304 ( 14,067 ) 159,435 We had significant sales in the following geographic regions: Three Months Ended January 31, 2025 January 31, 2024 Americas $ 267,836 $ 274,012 Europe 167,762 179,310 Asia Pacific 179,822 179,871 Total net external sales $ 615,420 $ 633,193 Fair value measurements The inputs to the valuation techniques used to measure fair value are classified into the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Page 16 Table of Contents Nordson Corporation The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis: January 31, 2025 Total Level 1 Level 2 Level 3 Assets: Foreign currency forward contracts (a) $ 2,806 $ — $ 2,806 $ — Interest rate swaps (b) 2,985 — 2,985 — Net investment contracts (c) 18,796 — 18,796 — Total assets at fair value $ 24,587 $ — $ 24,587 $ — Liabilities: Deferred compensation plans (d) $ 10,791 $ — $ 10,791 $ — Foreign currency forward contracts (a) 9,345 — 9,345 — Net investment contracts (c) 96 — 96 — Total liabilities at fair value $ 20,232 $ — $ 20,232 $ — October 31, 2024 Total Level 1 Level 2 Level 3 Assets: Foreign currency forward contracts (a) $ 3,332 $ — $ 3,332 $ — Net investment contracts (c) 6,049 — 6,049 — Total assets at fair value $ 9,381 $ — $ 9,381 $ — Liabilities: Deferred compensation plans (d) $ 9,615 $ — $ 9,615 $ — Net investment contracts (c) 20,261 — 20,261 — Foreign currency forward contracts (a) 5,508 — 5,508 — Total liabilities at fair value $ 35,384 $ — $ 35,384 $ — (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. Foreign exchange contracts are valued using market exchange rates. These foreign exchange contracts are not designated as hedges. (b) The Company is exposed to changes in the fair value of certain of its fixed-rate liabilities due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, SOFR, with the objective of minimizing the cost of borrowed funds. The Company's interest rate swaps involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments without the exchange of the underlying notional amount. (c) Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. 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 January 31, 2025 was $ 811,531 . (d) 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. Deferrals can be allocated to various market performance measurement funds. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds. The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables, accounts payable and notes payable, are shown in the table below. The carrying values of cash and cash equivalents, receivables, accounts payable and notes payable approximate fair value due to the short-term nature of these instruments. January 31, 2025 Carrying Amount Fair Value Long-term debt (including current portion) $ 2,167,835 $ 2,185,944 Page 17 Table of Contents Nordson Corporation Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The carrying amount of long-term debt is shown net of unamortized debt issuance costs, bond discounts and interest rate swap fair value adjustment as disclosed in the Long-term debt Note. Derivative financial instruments The Company uses derivative instruments to manage foreign currency and interest rate risk as detailed below. Foreign Currency Forward Contracts We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other – net” on the Condensed Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position. The settlement of these contracts is recorded in operating activities on the Condensed Consolidated Statement of Cash Flows. For the three months ended January 31, 2025, we recognized a net loss of $ 4,363 on foreign currency forward contracts and a net gain of $ 4,694 from the change in fair value of balance sheet positions. For the three months ended January 31, 2024, we recognized a net gain of $ 12,094 on foreign currency forward contracts and a net loss of $ 12,916 from the change in fair value of balance sheet positions. 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 January 31, 2025 and 2024: January 31, 2025 contract amounts: Notional Sell Amounts Notional Buy Amounts Euro $ 138,952 $ 170,725 British pound 24,087 172,779 Japanese yen 22,217 24,307 Mexican Peso 37 25,260 Hong Kong dollar 1,844 2,528 Singapore dollar 8,313 21,376 Australian dollar 284 10,421 Taiwan Dollar — 8,002 Others 10,977 75,638 Total $ 206,711 $ 511,036 January 31, 2024 contract amounts: Notional Sell Amounts Notional Buy Amounts Euro $ 111,826 $ 96,737 British pound 19,136 180,224 Mexican Peso 925 33,885 Japanese yen 12,024 23,985 Hong Kong dollar — 7,453 Singapore dollar 72 20,062 Australian dollar — 9,334 Taiwan Dollar — 8,000 Others 5,329 85,206 Total $ 149,312 $ 464,886 We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings of these Page 18 Table of Contents Nordson Corporation counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. For the three months ended January 31, 2025 and 2024, 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 aggregate principal amount 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 Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries. As of January 31, 2025, 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 $ 28,520 , net of tax, and a $ 11,855 loss, net of tax, was recorded for the three months ended January 31, 2025 and 2024, respectively. The following table summarizes the fair values of our net investment contracts designated as net investment hedges in the Company's Condensed Consolidated Balance Sheets as of January 31, 2025: Prepaid expenses and other current assets Other assets Accrued liabilities Other long-term liabilities Net investment contracts $ 14,482 $ 4,314 $ — $ 96 Fair Value Hedges of Interest Rate Risk The Company is exposed to changes in the fair value of certain of its fixed-rate liabilities due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, Secured Overnight Financing Rate ("SOFR"), with the objective of minimizing the cost of borrowed funds. The Company's interest rate swaps involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments without the exchange of the underlying notional amount. The Company's interest rate swaps are designated and qualify as fair value hedges. As a result, the interest rate swaps are measured at fair value and the carrying value of the hedged debt is adjusted for the change in value related to the exposure being hedged, with both adjustments offset to earnings. Accordingly, the earnings effect of an increase in the fair value of the interest rate swaps will be substantially offset by the earnings effect of the increase in the carrying value of the hedged debt. The net impact of fair value hedge accounting for interest rate swaps is recognized in Interest expense. A loss of $ 44 , net of tax, was recorded for the three months ended January 31, 2025. The fair values of our interest rate swap assets are included in Prepaid expenses and other current assets and Other assets in our Consolidated Balance Sheets. The following table provides information regarding the Company's outstanding interest rate derivatives that were used to hedge changes in fair value attributable to interest rate risk: Interest rate swaps - notional amount Cumulative adjustment to long-term debt from application of hedge accounting Carrying value of hedged debt Interest rate swaps $ 300,000 $ 2,985 $ 302,985 Page 19 Table of Contents Nordson Corporation Long-term debt A summary of long-term debt is as follows: January 31, 2025 October 31, 2024 Notes Payable $ 15,420 $ 18,285 Revolving credit agreement, due 2028 220,000 240,000 Term loan due 2026 280,000 280,000 Senior notes, due 2025 8,500 8,500 Senior notes, due 2025-2027 37,143 37,143 Senior notes, due 2025-2030 190,000 190,000 5.600% Notes due 2028 350,000 350,000 5.800% Notes due 2033 500,000 500,000 4.500% Notes due 2029 600,000 600,000 2,201,063 2,223,928 Less current maturities 101,063 103,928 Less unamortized debt issuance costs 15,459 16,359 Less bond discounts 2,349 2,444 Plus impact of interest rate swaps 2,985 — Long-term maturities $ 2,085,177 $ 2,101,197 Revolving credit agreement — In April 2019, we entered into a $ 850,000 unsecured multi-currency credit facility with a group of banks, which amended, restated and extended our then existing syndicated revolving credit agreement. 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 London Interbank Offered Rate with the 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). 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 $ 220,000 on the Revolving Facility as of January 31, 2025. 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) 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 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. dollars, (ii) a eurocurrency rate, with respect to borrowings in Euros and Yen, or (iii) Daily Simple RFR, with respect to borrowings in Sterling, Swiss Francs or Singapore Dollars, plus, in each case, an applicable margin (and, solely in the case of Singapore Dollars, a spread adjustment). The applicable margin is based on the Company’s Leverage Ratio. The weighted-average interest rate at January 31, 2025 was 5.83 %. 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 0.48 years. The weighted-average interest rate at January 31, 2025 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 1.30 years. The weighted-average interest rate at January 31, 2025 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 2.44 years. The weighted-average interest rate at January 31, 2025 was 4.03 %. 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. Page 20 Table of Contents Nordson Corporation 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"). We were in compliance with all covenants at January 31, 2025, and the amount we could borrow would not have been limited by any debt covenants. Contingencies We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. Including the environmental matter discussed below, after consultation with legal counsel, we do not believe that losses in excess of the amounts we have accrued would have a material adverse effect on our financial condition, quarterly or annual operating results or cash flows. Environmental We have voluntarily agreed with the City of New Richmond, Wisconsin and other potentially responsible parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable water delivery system serving the impacted area down gradient of the Site. As of January 31, 2025 and October 31, 2024, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was immaterial . The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. 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. Page 21 Table of Contents Nordson Corporation