What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-21 compared with 2025-05-29 · 71 added, 69 removed, 136 unchanged (51% of the section changed)

10 unchanged sentences

Our products are marketed through a network of direct operations in more than 35 countries.

As of April 30, 2025, we had approximately 7,800 employees worldwide.

As of July 31, 2025, we had approximately 7,700 employees worldwide.

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

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Results of Operations

Below is a detailed comparison of our results of operations for the three and six months ended April 30, 2025 and April 30, 2024.

Below is a detailed comparison of our results of operations for the three and nine months ended July 31, 2025 and July 31, 2024.

As used throughout this Quarterly Report on Form 10-Q, geographic regions include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific and Europe.

Consolidated Financial Results

Consolidated financial results for the three months ended April 30, 2025 and April 30, 2024 were as follows:

Consolidated financial results for the three months ended July 31, 2025 and July 31, 2024 were as follows:

Three Months Ended

(In thousands except for per-share amounts) April 30, 2025 April 30, 2024 Change

(In thousands except for per-share amounts) July 31, 2025 July 31, 2024 Change

Sales $ 741,509 $ 661,604 12.1 %

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Selling and administrative expenses 206,539 201,943 2.3 %

Divestiture and related charges 12,211 — 100.0 %

Operating profit 187,767 167,058 12.4 %

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Net income $ 125,784 $ 117,327 7.2 %

Consolidated financial results for the six months ended April 30, 2025 and April 30, 2024 were as follows:

Six Months Ended

(In thousands except for per-share amounts) April 30, 2025 April 30, 2024 Change

Consolidated financial results for the nine months ended July 31, 2025 and July 31, 2024 were as follows:

Nine Months Ended

(In thousands except for per-share amounts) July 31, 2025 July 31, 2024 Change

Sales $ 2,039,867 $ 1,945,439 4.9 %

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Selling and administrative expenses 606,642 588,196 3.1 %

Divestiture and related charges 12,211 — 100.0 %

Operating profit 497,464 495,109 0.5 %

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Three Months Ended Variance - Increase (Decrease)

Apr 30, 2025 % of Total Apr 30, 2024 % of Total Organic Acquisitions Currency Total

Jul 31, 2025 % of Total Jul 31, 2024 % of Total Organic Acquisitions Currency Total

IPS $ 350,784 47.3% $ 348,997 52.8% (2.0) % — % 2.5 % 0.5 %

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Total $ 741,509 $ 661,604 2.1 % 7.8 % 2.2 % 12.1 %

Six Months Ended Variance - Increase (Decrease)

Apr 30, 2025 % of Total Apr 30, 2024 % of Total Organic Acquisitions Currency Total

Nine Months Ended Variance - Increase (Decrease)

Jul 31, 2025 % of Total Jul 31, 2024 % of Total Organic Acquisitions Currency Total

IPS $ 970,079 47.6% $ 1,031,717 53.0% (5.7) % — % (0.3) % (6.0) %

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Total $ 2,039,867 $ 1,945,439 (3.1) % 8.1 % (0.1) % 4.9 %

Three Months Ended April 30, 2025

The IPS organic sales decrease of 6.9 percent was driven by weaker systems demand in polymer processing and industrial coatings product lines, partially offset by growth in nonwovens, precision agriculture and packaging product lines.

The MFS organic sales decrease of 10.0 percent reflects targeted program rationalization in medical contract manufacturing and ongoing destocking in selected interventional product lines.

The inorganic growth of MFS is due to the acquisition of Atrion.

The ATS organic sales increase of 18.1 percent was driven by broad-based demand in semi-conductor and electronics end markets.

Six Months Ended April 30, 2025

The IPS organic sales decrease of 7.6 percent was driven primarily by weaker systems demand in polymer processing and industrial coatings product lines, which was partially offset by growth in nonwovens product lines.

The MFS organic sales decrease of 10.6 percent was driven by lower demand and tough year-over-year comparisons in medical interventional solutions product lines, where customer destocking trends continued to impact demand.

Three Months Ended July 31, 2025

The IPS organic sales decrease of 2.0 percent was driven by weaker systems demand in polymer processing partially offset by broad based growth in most other product lines.

MFS organic sales decreased 0.4 percent inclusive of the contract manufacturing business that is held for sale.

Excluding the pending divestiture in both periods, organic sales increased 4 percent driven by medical fluid components and fluid solutions product lines.

The inorganic growth of MFS is due to the acquisition of Atrion.

The ATS organic sales increase of 4.3 percent was driven by growth in optical sensors, partially offset by weakness in measurement and control and electronics processing product lines.

The ATS organic sales increase of 14.6 percent was driven by robust growth in electronics dispense product lines, offset by weakness in x-ray inspections systems.

Nine Months Ended July 31, 2025

The IPS organic sales decrease of 5.7 percent was driven primarily by weaker systems demand in polymer processing and industrial coatings product lines, which was partially offset by broad based growth in most other product lines.

MFS organic sales decreased 7.1 percent inclusive of the contract manufacturing business that is held for sale.

Excluding the pending divestiture in both periods, organic sales decreased 2.3 percent driven by lower demand and tough year-over-year comparisons in medical interventional solutions product lines, where customer destocking trends continued to impact demand.

The ATS organic sales increase of 8.0 percent was driven by robust growth in electronics dispense product lines and electronic processing and optical sensors, partially offset by weakness in x-ray inspection systems and the measurement and control product line.

Net Sales by region were as follows:

Three Months Ended Variance - Increase (Decrease)

Apr 30, 2025 % of Total Apr 30, 2024 % of Total Organic Acquisitions Currency Total

Jul 31, 2025 % of Total Jul 31, 2024 % of Total Organic Acquisitions Currency Total

Americas $ 314,568 42.4% $ 287,016 43.4% (3.2) % 13.0 % (0.2) % 9.6 %

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Total $ 741,509 $ 661,604 2.1 % 7.8 % 2.2 % 12.1 %

Six Months Ended Variance - Increase (Decrease)

Apr 30, 2025 % of Total Apr 30, 2024 % of Total Organic Acquisitions Currency Total

Nine Months Ended Variance - Increase (Decrease)

Jul 31, 2025 % of Total Jul 31, 2024 % of Total Organic Acquisitions Currency Total

Americas $ 874,868 42.9% $ 855,456 44.0% (10.0) % 13.1 % (0.8) % 2.3 %

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Three Months Ended

Apr 30, 2025 % of Sales Apr 30, 2024 % of Sales % of Sales Change Increase (Decrease)

Jul 31, 2025 % of Sales Jul 31, 2024 % of Sales % of Sales Change Increase (Decrease)

IPS $ 116,720 33.3% $ 115,023 33.0% 0.3% $ 1,697 1.5 %

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Total $ 187,767 25.3% $ 167,058 25.3% —% $ 20,709 12.4 %

Six Months Ended

Apr 30, 2025 % of Sales Apr 30, 2024 % of Sales % of Sales Change Increase (Decrease)

Nine Months Ended

Jul 31, 2025 % of Sales Jul 31, 2024 % of Sales % of Sales Change Increase (Decrease)

IPS $ 308,153 31.8% $ 340,043 33.0% (1.2)% $ (31,890) (9.4) %

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Total $ 497,464 24.4% $ 495,109 25.4% (1.0)% $ 2,355 0.5 %

Three Months Ended April 30, 2025

Consolidated operating margin decreased by 120 basis points primarily driven by reduced sales leverage .

IPS operating margin declined 360 basis points, reflecting the impact of lower sales volume .

MFS operating profit increased $7,812 reflecting the contribution from the Atrion acquisition and solid operational execution from the organic business .

ATS operating margin improved by 450 basis points driven by strong organic sales growth and the benefits of strategic cost and manufacturing optimization actions .

Six Months Ended April 30, 2025

Consolidated operating margin decreased by 170 basis points primari ly driven by reduced sales leverage .

Three Months Ended July 31, 2025

IPS operating margin increased 30 basis points on flat sales volume, driven by lower restructuring costs .

MFS operating margin declined 510 basis points.

Excluding restructuring, costs related to the Atrion acquisition and charges associated with the exit of the medical contract manufacturing business, operating margin increased 80 basis points reflecting increased leverage of selling and administrative expenses in the core business, as well as contribution from the Atrion acquisition .

ATS operating margin improved by 37 0 basis points driven by strong conversion on increased organic sales and the benefits of strategic cost reduction actions and manufacturing footprint optimization .

Nine Months Ended July 31, 2025

I PS operating margin declined 12 0 basis points due to lower sales volumes .

M FS operating margin declined 420 basis points, reflecting lower organic sales demand partially offset by the impact of the Atrion acquisition .

ATS operating m argin improved by 330 basis points driven by strong organic sales growth as well as cost reduction actions and manufacturing footprint optimization actions .

Interest and Other expenses

Interest expense for the three months ended April 30, 2025 was $26,572, compared to $20,109 in the comparable period of 2024.

M FS operating margin declined 460 basis points.

Excluding restructuring costs related to the Atrion acquisition and charges associated with the exit of the medical contract manufacturing business, operating margin decreased 140 basis points reflecting lower organic sales demand partially offset by the impact of the Atrion acquisition .

ATS operating m argin improved by 360 basis points driven by strong organic sales growth and the benefits of strategic cost reduction actions and manufacturing footprint optimization .

Interest expense and Other-net

Interest expense for the three months ended July 31, 2025 was $26,258, compared to $18,803 in the comparable period of 2024.

The increase, compared to the prior year period, was primarily due to higher average debt levels, driven by acquisitions.

Other expense for the three months ended April 30, 2025 was $3,961 compared to $785 in the comparable period of 2024.

Included in other expense for the three months ended April 30, 2025 were pension and postretirement income of $1,019 and $3,199 of foreign currency losses.

Included in other expense for the three months ended April 30, 2024 were pension and postretirement income of $1,029 and $1,125 in foreign currency losses.

Interest expense for the six months ended April 30, 2025 was $53,131, compared to $41,551 in the comparable period of 2024.

Other-net for the three months ended July 31, 2025 was expense of $2,945 compared to income of $152 in the comparable period of 2024.

Included in other-net for the three months ended July 31, 2025 were pension and postretirement income of $1,008 and $3,041 of foreign currency losses.

Included in other-net for the three months ended July 31, 2024 were pension and postretirement income of $1,028 and $464 in foreign currency losses.

Interest expense for the nine months ended July 31, 2025 was $79,389, compared to $60,354 in the comparable period of 2024.

The increase, compared to the prior year period, was primarily due to higher average debt levels, driven by acquisitions.

Other expense was $2,435 compared to $1,123 in the comparable period of 2024.

Included in other expense for the six months ended April 30, 2025 were pension and postretirement income of $2,035 and $2,868 o f foreign currency losses.

Included in other expense for the six months ended April 30, 2024 were pension and postretirement income of $2,056 and $1,947 in foreign currency losses.

Other-net was expense of $5,380 compared to expense of $971 in the comparable period of 2024.

Included in other-net for the nine months ended July 31, 2025 were pension and postretirement income of $3,042 and $5,909 o f foreign currency losses.

Included in other-net for the nine months ended July 31, 2024 were pension and postretirement income of $3,085 and $2,411 in foreign currency losses.

Income Tax Expense

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Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income.

We have considered several factors in determining the probability of realizing deferred income tax assets including forecasted operating earnings, available tax planning strategies and the time period over which the temporary differences will reverse.

We review our tax positions on a regular basis and adjust the balances as new information becomes available.

The effective tax rate for both the three and six months ended April 30, 2025 was

We have considered several factors in determining the probability of realizing deferred income tax assets including forecasted operating earnings, available tax planning strategies and

Nordson Corporation

19.0% compared to 20.8% and 20.9%, respectively, for the same periods in 2024.

The effective tax rate for the three and six months ended April 30, 2025 is lower than the U.S.

the time period over which the temporary differences will reverse.

We review our tax positions on a regular basis and adjust the balances as new information becomes available.

The effective tax rates for both the three and nine months ended July 31, 2025 were 21.0% and 19.7%, respectively, compared to 21.5% and 21.1%, respectively, for the same periods in 2024.

Excluding a discrete tax impact related to the divestiture and related charges taken in the third quarter of 2025, the effective tax rates for the three and nine months ended July 31, 2025 were 19.4% and 19.2%, respectively.

The effective tax rate for the nine months ended July 31, 2025 is lower than the U.S.

tax rate of 21% primarily due to the foreign-derived intangible income deduction.

Net income was $112,404, or $1.97 per diluted share, for the three months ended April 30, 2025, compared to net income of $118,217, or $2.05 per diluted share, in the same period of 2024.

This represented a 4.9 percent decrease in net income and a 3.9 percent decrease in diluted earnings per share.

The decrease in net income and decrease of $0.08 per diluted share was primarily driven by higher interest expense due to prior year's acquisitions and an increase in foreign currency losses.

Net income was $207,056, or $3.62 per diluted share, for the six months ended April 30, 2025, compared to net income of $227,789, or $3.95 per diluted share, in the same period of 2024.

Net income was $125,784, or $2.22 per diluted share, for the three months ended July 31, 2025, compared to net income of $117,327, or $2.04 per diluted share, in the same period of 2024.

This represented a 7.2 percent increase in net income and a 8.8 percent increase in diluted earnings per share.

The increase in net income and increase of $0.18 per diluted share was primarily driven by higher operating profit, partially offset by higher interest expense due to prior year's acquisitions and the divestiture and related charges associated with exiting the medical contract manufacturing business.

Net income was $332,840, or $5.83 per diluted share, for the nine months ended July 31, 2025, compared to net income of $345,116, or $5.99 per diluted share, in the same period of 2024.

This represented a 3.6 percent decrease in net income and a 2.7 percent decrease in diluted earnings per share.

The decrease in net income and decrease of $0.33 per diluted share was primarily driven by higher selling & administrative expenses due to the first-year effect of acquisitions and higher interest expense due to prior year's acquisitions.

The decrease in net income and decrease of $0.16 per diluted share was primarily driven by higher interest expense due to prior year's acquisition and the divestiture and related charges associated with exiting the medical contract manufacturing business.

Foreign Currency Effects

In the aggregate, average exchange rates for 2025 used to translate international sales and operating results into U.S.

dollars were generally unfavorable compared with average exchange rates existing during 2024.

It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which we operate.

However, if transactions for the three months ended April 30, 2025 were translated at exchange rates in effect during the same period of 2024, we estimated that sales would have been approximately $4,000 higher while costs of sales and selling and administrative expenses would have been approximately $2,000 higher.

If transactions for the six months ended April 30, 2025 were translated at exchange rates in effect during the same period of 2024, we estimated that sales would have been approximately $16,000 higher while costs of sales and selling and administrative expenses would have been approximately $9,000 higher.

However, if transactions for the three months ended July 31, 2025 were translated at exchange rates in effect during the same period of 2024, we estimated that sales would have been approximately $13,000 lower while costs of sales and selling and administrative expenses would have been approximately $8,000 lower.

If transactions for the nine months ended July 31, 2025 were translated at exchange rates in effect during the same period of 2024, we estimated that sales would have been approximately $3,000 higher while costs of sales and selling and administrative expenses would have been approximately $500 lower.

Changes in trade policies, tariffs, and other import/export regulations of the U.S.

and other nations did not have a material impact on our financial results for the six months ended April 30, 2025.

and other nations did not have a material impact on our financial results for the nine months ended July 31, 2025.

However, the Company does have sales and purchases that could be negatively impacted by recent tariff actions.

The Company is actively working to minimize the impact of these changes and mitigate risk.

The Company continues to actively work to minimize the impact of these changes and mitigate risk.

Nordson Corporation

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Liquidity and Capital Resources

Cash and cash equivalents increased $14,205 during the six months ended April 30, 2025.

Approximately 78 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of April 30, 2025.

A comparison of cash flow changes for the six months ended April 30, 2025 to the six months ended April 30, 2024 is as follows:

Six Months Ended

April 30, 2025 April 30, 2024 Increase (Decrease)

Cash and cash equivalents increased $31,836 during the nine months ended July 31, 2025.

Approximately 82 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of July 31, 2025.

A comparison of cash flow changes for the nine months ended July 31, 2025 to the nine months ended July 31, 2024 is as follows:

Nine Months Ended

July 31, 2025 July 31, 2024 Increase (Decrease)

Net Income and non-cash items $ 469,659 $ 460,197 $ 9,462

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Net cash used in investing activities (44,730) (34,890) (9,840)

Payments of long-term debt (5,800) (204,372) 198,572

Payments of long-term debt - net (94,664) (244,355) 149,691

Repayment of finance lease obligations (4,083) (4,505) 422

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We have a $1,150,000 unsecured multi-currency credit facility with a group of banks that provides for a term loan facility in the aggregate principal amount of $300,000, maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $850,000, maturing in June 2028.

At April 30, 2025, we had $280,000 outstanding on the term loan facility and $243,000 outstanding on the revolving credit facility.

Our operating performance, balance sheet position and financial ratios for six months ended April 30, 2025 remained strong.

At July 31, 2025, we had $280,000 outstanding on the term loan facility and $243,000 outstanding on the revolving credit facility.

Our operating performance, balance sheet position and financial ratios for nine months ended July 31, 2025 remained strong.

The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures and contributions related to pension and postretirement obligations, as well as principal and interest payments on our outstanding debt.

Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $130,157 as of April 30, 2025, cash provided by operations, which was $278,292 for the six months ended April 30, 2025, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $806,477 as of April 30, 2025.

Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $147,788 as of July 31, 2025, cash provided by operations, which was $516,264 for the nine months ended July 31, 2025, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $824,120 as of July 31, 2025.

Cash from operations, which, when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the twelve months and the foreseeable future thereafter.

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Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995

This Quarterly Report on Form 10-Q, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.

This Quarterly Report on Form 10-Q, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995.

Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies.

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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-Q

Item 2. Management’s Discussion and Analysis