What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-12-17 compared with 2024-12-18 · 101 added, 116 removed, 161 unchanged (57% of the section changed)

1 unchanged sentence

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, 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.

In this annual report, all amounts related to U.S.

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,” “us,” “our,” or the “Company” mean Nordson Corporation.

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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 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.

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.

Refer to Note 1 to the Consolidated Financial Statements for further discussion regarding the Company's revenue recognition policy.

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WACC Excess of

FV over CV Goodwill

Industrial Precision Solutions Segment - Adhesives 8.0% 330% $ 1,183,342

Industrial Precision Solutions Segment - Industrial Coating Systems 9.0% 3,451% $ 24,083

Advanced Technology Solutions Segment - Electronics Systems 8.5% 252% $ 27,442

Advanced Technology Solutions Segment - Test & Inspection 8.5% 173% $ 375,707

Medical and Fluid Solutions Segment - Fluid Management 8.5% 170% $ 1,175,199

FV over CV August 1, 2025 Goodwill

Industrial Precision Solutions Segment 8.5% 311% $ 1,198,911

Medical and Fluid Solutions Segment 9.5% 132% $ 1,661,150

Advanced Technology Solutions Segment 10.0% 205% $ 446,371

Pension plan in the United States - The measurement of the liabilities related to our domestic pension plan is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions and health care cost trend rates.

The liabilities associated with the Company's international pension plans and OPEB are not as materially sensitive to changes in assumptions as the pension plan in the United States.

The liabilities associated with the Company's international pension plans and other post-retirement benefits are not as materially sensitive to changes in assumptions as the pension plan in the United States.

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 5.35 percent at October 31, 2025 and 5.27 percent at October 31, 2024.

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We provide valuation allowances against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies.

In the event we were to determine that we would be able to realize the deferred tax assets in the future in excess of the net recorded amount (including the valuation allowance), an adjustment to the valuation allowance would increase income in the period such determination was made.

Conversely, should we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.

Conversely, should

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we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.

Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year.

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Any resulting differences are recorded in the period they become known.

Atrion Acquisition

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

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

Results of Operations

Below is a detailed comparison of our results of operations for the fiscal years ended October 31, 2025 and October 31, 2024.

For a discussion of other changes from the fiscal year ended October 31, 2023 to the fiscal year ended October 31, 2022, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

For a discussion of other changes from the fiscal year ended October 31, 2024 to the fiscal year ended October 31, 2023 refer to Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

As used throughout this annual report, geographic regions include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific and Europe.

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Sales $ 2,791,687 3.8 % $ 2,689,921 2.3 % $ 2,628,632

Operating costs and expenses:

Cost of sales 1,251,903 4.0 % 1,203,792 — % 1,203,227

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Selling and administrative expenses 815,514 0.4 % 812,128 7.9 % 752,644

Divestiture and related charges 12,545 — —

2,079,962 2,015,920 1,955,871

Operating profit 711,725 5.6 % 674,001 0.2 % 672,761

Interest expense (88,924) 49.4 % (59,505) 165.5 % (22,413)

Interest and investment income 4,913 83.3 % 2,680 32.3 % 2,026

Pension settlement charge for U.S.

Plans — — (41,221)

Interest expense - net (101,105) 20.3 % (84,011) 47.8 % (56,825)

Other - net (12,972) 187.7 % (4,509) 655.3 % (597)

(114,077) (88,520) (57,422)

Income before income taxes 597,648 2.1 % 585,481 (4.9) % 615,339

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Twelve Months Ended Variance - Increase (Decrease)

Oct 31, 2024 % of Total Oct 31, 2023 % of Total Organic Acquisitions Currency Total

Oct 31, 2025 % of Total Oct 31, 2024 % of Total Organic Acquisitions / Divestitures Currency Total

IPS $ 1,331,792 47.7% $ 1,398,912 52.0% (5.1) % — % 0.3 % (4.8) %

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Total $ 2,791,687 $ 2,689,921 (2.5) % 6.0 % 0.3 % 3.8 %

The IPS organic sales increase of 0.1 percent was driven by increases in packaging, nonwovens, and industrial coatings product lines, principally offset by declines in measurements and controls and polymer processing.

Twelve Months Ended Variance - Increase (Decrease)

Oct 31, 2024 % of Total Oct 31, 2023 % of Total Organic Acquisitions / Divestitures Currency Total

IPS $ 1,398,912 52.0% $ 1,297,070 49.3% 0.9 % 7.1 % (0.1) % 7.9 %

MFS 695,452 25.9% 660,316 25.1% (0.2) % 5.4 % 0.1 % 5.3 %

ATS 595,557 22.1% 671,246 25.5% (11.2) % — % (0.1) % (11.3) %

Total $ 2,689,921 $ 2,628,632 (2.5) % 4.8 % — % 2.3 %

2025 versus 2024:

The IPS organic sales decrease of 5.1 percent was driven by declines in polymer processing and industrial coatings product lines, partially offset by increases in nonwovens, packaging, and precision agriculture product lines.

The MFS organic sales decrease of 3.1% was driven by a decrease in the medical contract manufacturing business product line that was divested in the fourth quarter of 2025.

MFS organic sales were up 1.0% year over year excluding the decrease in the medical contract manufacturing product line.

The ATS organic sales increase of 4.1 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.

2024 versus 2023:

The IPS organic sales increase of 0.9 percent was driven by increases in packaging, nonwovens, and industrial coatings product lines, principally offset by a decline in polymer processing.

The MFS organic sales decrease of 0.2% was driven by a decrease in the medical fluid components product line, partially offset by an increase in the fluid solutions product line.

The ATS organic sales decrease of 11.4 percent was driven by lower demand in electronics dispense product lines as well as test and inspection product lines.

The ATS organic sales decrease of 11.2 percent was driven by lower demand in electronics dispense product lines, measurements and controls, as well as test and inspection product lines.

Net Sales by region were as follows:

Twelve Months Ended Variance - Increase (Decrease)

Oct 31, 2024 % of Total Oct 31, 2023 % of Total Organic Acquisitions Currency Total

Oct 31, 2025 % of Total Oct 31, 2024 % of Total Organic Acquisitions / Divestitures Currency Total

Americas $ 1,205,830 43.2% $ 1,178,626 43.8% (6.7) % 9.5 % (0.5) % 2.3 %

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Sales outside the United States accounted for 66.9 percent of total sales in 2025, as compared to 66.6 percent in 2024.

Gross profit and Selling and administrative expenses

2025 versus 2024:

Gross margins were unchanged at 55.2 percent, while the increase in selling and administrative expenses was primarily driven by the full-year impact of the Atrion acquisition, partially offset by lower non-recurring acquisition costs.

2024 versus 2023:

Gross margins improved 100 basis points reflecting the impact of favorable product mix and lower incremental inventory step-up amortization related to acquisitions of $7,703 in 2024 versus $8,862 in 2023, while the increase in selling and administrative expenses was primarily driven by acquisitions.

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Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the fiscal years ended October 31, 2025 and October 31, 2024:

Twelve Months Ended

October 31, 2025 % of Sales October 31, 2024 % of Sales % of Sales Change

Industrial precision solutions $ 493,873 37.1% $ 520,769 37.2% (0.1)%

Medical and fluid solutions 311,684 37.3% 256,553 36.9% 0.4%

Advanced technology solutions 146,589 23.5% 129,181 21.7% 1.8%

Total segment EBITDA 952,146 34.1% 906,503 33.7% 0.4%

Inventory step-up amortization (3,135) (7,703)

Acquisition costs (2,334) (13,957)

Severance and other (19,256) (17,332)

Divestiture and related charges (12,545) —

Depreciation and amortization (150,523) (136,175)

Corporate expenses (52,628) (57,335)

Operating profit $ 711,725 $ 674,001

Operating profit for the IPS, MFS and ATS segments were as follows:

Segment EBITDA for IPS decreased 10 basis points due to lower organic sales.

Segment EBITDA for MFS increased 40 basis points due to favorable mix from lower organic sales related to the divested contract manufacturing business and controlled spending.

Segment EBITDA for ATS increased 180 basis points driven by strong incrementals on organic sales and lower selling and administrative expenses.

Consolidated operating profit increased in 2025 compared to 2024 due to the overall increase in segment EBITDA and lower acquisition and related inventory step-up amortization costs partially offset by an increase in severance and other cost reduction costs, depreciation and amortization from recent acquisitions, and divestiture charges associated with the exit of the medical contract manufacturing business.

Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the fiscal years ended October 31, 2024 and October 31, 2023:

Twelve Months Ended

Oct 31, 2024 % of Sales Oct 31, 2023 % of Sales % of Sales Change Increase (Decrease)

IPS $ 470,559 31.7% $ 460,889 33.1% (1.4)% $ 9,670 2.1 %

MFS 187,731 27.0% 189,367 28.7% (1.7)% (1,636) (0.9) %

ATS 94,231 18.5% 101,662 17.6% 0.9% (7,431) (7.3) %

Corporate (78,520) (79,157) 637 (0.8) %

Total $ 674,001 25.1% $ 672,761 25.6% (0.5)% $ 1,240 0.2 %

Consolidated operating margin decreased by 50 basis points primarily driven by costs related to the first-year effect of acquisitions, which more than offset favorable product mix.

Gross margins improved 1.0 percentage point reflecting the impact of favorable product mix and lower incremental inventory step-up amortization related to acquisitions of $7,703 in 2024 versus $8,862 in 2023, while the increase in selling and administrative expenses was primarily driven by acquisitions.

IPS operating profit declined 140 basis points due to an unfavorable acquisition impact and severance costs.

MFS operating margin declined 170 basis points due to $10,761 in fees, severance, and non-cash inventory charges associated with the Atrion acquisition which offset improvements in operating efficiencies.

ATS operating margin improved by 90 basis points on lower sales volumes due to cost reduction actions and favorable mix.

October 31, 2024 % of Sales October 31, 2023 % of Sales % of Sales Change

Industrial precision solutions $ 520,769 37.2% $ 485,194 37.4% (0.2)%

Medical and fluid solutions 256,554 36.9% 245,833 37.2% (0.3)%

Advanced technology solutions 129,182 21.7% 144,731 21.6% 0.1%

Total segment EBITDA 906,505 33.7 % 875,758 33.3 % 0.4%

Inventory step-up amortization (7,703) (8,862)

Acquisition costs (13,957) (19,966)

Severance and other (17,332) (5,487)

Divestiture and related charges — —

Depreciation and amortization (136,175) (111,898)

Corporate expenses (57,337) (56,784)

Operating profit $ 674,001 $ 672,761

Segment EBITDA for IPS declined 20 basis points due to the impact of the ARAG acquisition offset by the impact of higher organic sales.

Segment EBITDA for MFS declined 30 basis points due to the impact of the Atrion acquisition offset by improvements in operating efficiencies on flat sales.

Segment EBITDA for ATS improved by 10 basis points on lower sales due to cost reduction actions and favorable mix.

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Consolidated operating profit increased slightly.

Operating margin decreased by 50 basis points primarily driven by costs related to the first-year effect of acquisitions, which more than offset favorable product mix.

Gross margins improved 1.0 percentage point reflecting the impact of favorable product mix and lower incremental inventory step-up amortization related to acquisitions in 2024 versus 2023, while the increase in selling and administrative expenses was primarily driven by acquisitions.

Interest and Other expenses

Interest expense in 2025 was $104,156, an increase of $15,232, or 17.1 percent, from 2024 .

The increase reflects higher average debt levels compared to the prior year due to funding of acquisitions.

The increase reflects higher average debt levels compared to the prior year due to the funding of acquisitions.

Other expense in 2025 was $12,972 compared to other expense of $4,509 in 2024 .

Included in other expense in 2024 were $5,499 in net foreign currency losses, which were partially offset by pension gains.

Included in the prior year’s other expense were $7,742 in foreign currency losses, which were largely offset by pension gains.

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Included in other expense in 2025 were $9,608 in net foreign currency losses and pension losses.

Included in the prior year’s other expense was $5,499 in foreign currency losses, which were partially offset by pension gains.

Income tax expense

Income tax expense in 2025 was $113,174, or 18.9 percent of pre-tax income, as compared to $118,197, or 20.2 percent of pre-tax income in 2024 .

The effective tax rate decreased 60 basis points primarily due to a decline in the impact of foreign tax rate variances.

The income tax provision for 2024 included a tax benefit of $4,037 due to our share-based payment transactions.

Our income tax provision for 2023 included a tax benefit of $4,286 due to our share-based payment transactions.

The effective tax rate decreased 130 basis points primarily due to a decline in federal valuation allowances.

Net income was $484,474, or $8.51 per diluted share, in 2025, compared to net income of $467,284, or $8.11 per diluted share, in 2024.

This represented a 4.1 percent decrease in net income and a 4.1 percent decrease in diluted earnings per share.

The decrease of $0.35 per diluted share was primarily driven by higher interest expense in 2024 compared to 2023.

This represented a 3.7 percent increase in net income and a 5.0 percent increase in diluted earnings per share.

The increase of $0.40 per diluted share was primarily driven by higher operating profit, a lower effective tax rate and the benefit of share repurchases, partially offset by higher interest expense from the funding of acquisitions.

Liquidity and Capital Resources

Cash and cash equivalents increased $273 in 2024 to $115,952 as of October 31, 2024 compared to $115,679 as of October 31, 2023.

Cash and cash equivalents decreased $7,510 in 2025 to $108,442 as of October 31, 2025 compared to $115,952 as of October 31, 2024.

Approximately 71 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of October 31, 2025.

A comparison of cash flow changes from 2024 to 2023 as follows:

A comparison of cash flow changes from 2025 to 2024 follows:

Twelve Months Ended

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Additions to property, plant and equipment (58,060) (64,410) 6,350

Acquisitions of businesses, net of cash acquired (789,996) (1,422,780) 632,784

Sale (acquisition) of businesses, net of cash acquired 28,107 (789,996) 818,103

Other - net 3,263 10,008 (6,745)

Net cash used in investing activities (26,690) (844,398) 817,708

Issuance of long-term debt 464,353 976,043 (511,690)

Net (repayment) issuance of long-term debt (224,141) 464,353 (688,494)

Repayment of finance lease obligations (5,868) (6,148) 280

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Purchase of treasury shares (306,367) (33,339) (273,028)

Net cash provided by financing activities $ 294,495 $ 750,512 $ (456,017)

The changes in operating assets and liabilities were principally driven by decreases in customer advance payments and income taxes payable.

Additions to property, plant and equipment were largely driven by productivity and growth projects, including a new manufacturing facility.

Net cash provided (used) by financing activities $ (706,431) $ 294,495 $ (1,000,926)

The improvement in working capital was principally driven by increases in accounts payable and customer advance payments.

During 2025, the Company was able to utilize its strong cashflow generation to repurchase over $300 million in common shares, reduce debt outstanding by approximately $224 million, pay $179 million in dividends, and fund capital projects to drive organic growth.

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.

In anticipation of the ARAG 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").

On September 13, 2023, the Company completed an underwritten public offering of $350,000 aggregate principal amount of the Company’s 5.600% Notes due 2028 (the “2028 Notes”) and $500,000 aggregate principal amount of the Company’s 5.800% Notes due 2033 (together with the 2028 Notes, the “Notes").

The Company used the net proceeds from the sale of the Notes to repay its borrowings under the 364-Day Term Loan Facility.

At October 31, 2025, we had $265,000 outstanding on the term loan facility and $135,000 outstanding on the revolving credit facility.

In anticipation of the Atrion acquisition, the Company entered into a 364-Day Term Loan Agreement with Morgan Stanley Senior Funding for $500,000 on June 21, 2024, with a maturity date of August 20, 2025.

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

The Company used a portion of the net proceeds from the sale of the 2029 Notes to repay all of the outstanding borrowings under the 364-Day Term Loan Agreement plus accrued and unpaid interest.

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Our operating performance, balance sheet position and financial ratios for 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.

Primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $115,952 as of October 31, 2024, cash provided by operations, which was $556,193 in 2024, and available borrowings under our loan agreements and unused bank lines of credit which totaled $785,880 as of October 31, 2024.

We are in compliance with all covenants in the agreements governing our debt as of October 31, 2025.

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

Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $108,442 as of October 31, 2025, cash provided by operations, which was $719,175 in 2025, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $935,151 as of October 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.

The Company believes it has the ability to generate and obtain adequate amounts of cash to meet its long-term needs for cash.

However, the impact of changes in trade policies, tariffs, and other import/export regulations of the United States and other nations could negatively impact our cash flow from operations and liquidity in future periods.

Contractual and Other Material Cash Obligations

The following table summarizes contractual and other material cash obligations as of October 31, 2024:

Payments Due by Period

Total Less than

Years After 5

$ 2,223,928 $ 103,928 $ 970,000 $ 650,000 $ 500,000

Interest payments on long-term debt (1)

507,213 77,925 240,462 101,826 87,000

Finance lease obligations (2)

19,015 5,713 7,273 1,854 4,175

Operating leases (2)

106,686 18,784 31,815 21,441 34,646

Contributions related to pension and postretirement benefits (3)

6,622 6,622 — — —

Purchase obligations (4)

178,684 174,321 4,357 6 —

Total obligations $ 3,042,148 $ 387,293 $ 1,253,907 $ 775,127 $ 625,821

(1) Refer to Note 8 to the Consolidated Financial Statements for further discussion.

(2) Refer to Note 9 to the Consolidated Financial Statements for further discussion.

(3) Pension and postretirement plan funding amounts reflect known amounts over the next twelve months.

Future amounts will be determined based on the future funded status of the plans and therefore cannot be estimated at this time.

Refer to Note 6 to the Consolidated Financial Statements for further discussion.

(4) Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are not recorded on our Consolidated Balance Sheet.

The Company’s cash requirements under contractual obligations include:

• Debt and related interest – Refer to Note 9 to the Consolidated Financial Statements for further detail of the Company’s debt and timing of expected future principal payments.

• Payments for leases - Refer to Note 10 to the Consolidated Financial Statements for further detail of our obligations and the timing of expected future payments.

• Pension and postretirement plan contributions - Refer to Note 7 to the Consolidated Financial Statements for further detail of our obligations and expected contributions.

• Purchase obligations - The Company enters into purchase orders for materials used in our manufacturing processes in the ordinary course of business.

As of October 31, 2025, the Company has purchase obligations to support the operation of its business similar to those included in historical cash flow trends.

We believe that the combination of present capital resources, cash from operations and unused financing sources such as our credit facilities, including our revolving credit facility, are more than adequate to meet cash requirements for the twelve months and the foreseeable future thereafter.

There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent company.

New 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 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 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

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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.

Effects of Foreign Currency

The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate.

As a general rule, a weakening of the United States dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect.

In 2024, as compared with 2023, the United States dollar was slightly stronger against foreign currencies.

If 2023 exchange rates had been in effect during 2024, sales would have been approximately $3,352 higher and third-party costs would have been approximately $903 higher.

In 2023, as compared with 2022, the United States dollar was generally stronger against foreign currencies.

If 2022 exchange rates had been in effect during 2023, sales would have been approximately $23,153 higher and third-party costs would have been approximately $15,210 higher.

These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.

Our solid historical performance is attributed to our diverse geographic and end market participation and our long-term commitment to develop and provide quality products and worldwide service to meet our customers’ changing needs.

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

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currency exchange rates and devaluations;

possible acquisitions including the Company’s ability to complete and successfully integrate acquisitions, including the integration of Atrion and ARAG;

possible acquisitions and the Company’s ability to complete and successfully integrate acquisitions, including the integration of Atrion;

the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan;

the effects of changes in U.S.

trade policy and trade agreements;

trade policy and trade agreements, including changes in tariffs by the United States or other nations;

the effects of changes in tax law;

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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 7. Management’s Discussion and Analysis