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What changed in Nordson Corporation's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Nordson Corporation's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+195 added−196 removedSource: 10-K (2024-12-18) vs 10-K (2023-12-20)

Top changes in Nordson Corporation's 2024 10-K

195 paragraphs added · 196 removed · 151 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCompetitive Conditions We operate in a competitive global marketplace and compete with many large, well-established and highly competitive manufacturers and service providers. Our business is affected by a range of macroeconomic conditions, including industry capacity changes, global competition and economic conditions in the U.S. and abroad, as well as fluctuations in currency exchange rates.
Biggest changeOur business is affected by a range of macroeconomic conditions, including industry capacity changes, global competition and economic conditions in the U.S. and abroad, as well as fluctuations in currency exchange rates. Our equipment is sold in competition with a wide variety of alternative bonding, sealing, finishing, coating, processing, testing, inspecting and fluid control techniques.
These three pillars are built upon the foundation of what makes Nordson special: our culture and our values. The NBS Next growth framework, the heart of the Ascend strategy, uses data-based segmentation to identify our greatest opportunities for profitable growth and ensure we are investing our resources disproportionately in those areas.
These three pillars are built upon the foundation of what makes Nordson special: our culture and our values. The NBS Next growth framework, the heart of the Ascend strategy, uses data-based segmentation to identify our greatest opportunities for profitable growth and ensure we are investing our resources in those areas.
We also maintain a supplemental retirement benefit restoration plan (“Excess Defined Benefit Pension Plan”), which is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible participants hired prior to July 1, 2021, as a replacement for retirement benefits limited by regulations under the Internal Revenue Code.
We also maintain a supplemental retirement benefit restoration plan (“Excess Defined Benefit Pension Plan”), which is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible officers hired prior to July 1, 2021, as a replacement for retirement benefits limited by regulations under the Internal Revenue Code.
We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material regulation or compliance obligations arising from our operations. Compliance with federal, state, local and foreign regulation and laws during 2023 had no material effect on our capital expenditures, earnings or competitive position.
We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material regulation or compliance obligations arising from our operations. Compliance with federal, state, local and foreign regulation and laws during 2024 had no material effect on our capital expenditures, earnings or competitive position.
We create value for our customers by developing solutions that increase uptime, enable faster line speeds and reduce consumption of materials. We serve a broad customer base, both in terms of industries and geographic regions. In 2023, no single customer accounted for ten percent or more of sales.
We create value for our customers by developing solutions that increase uptime, enable faster line speeds and reduce consumption of materials. We serve a broad customer base, both in terms of industries and geographic regions. In 2024, no single customer accounted for ten percent or more of our sales.
Copies of these reports may also be obtained free of charge by sending written requests to Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145. The contents of our website are not incorporated by reference herein and are not deemed to be a part of this report. Nordson Corporation 9 Table of Contents
Copies of these reports may also be obtained free of charge by sending written requests to Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145. The contents of our website are not incorporated by reference herein and are not deemed to be a part of this annual report.
We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, service, financial stability and price. We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve the cost effectiveness of our products and services may result in a reduction in the number of our suppliers.
We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, service, financial stability and price. We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve service and manage compliance requirements and the cost effectiveness of our products may result in a reduction in the number of our suppliers.
Using data in a consistent and disciplined way, leaders across the Company are defining their strategic business priorities. We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies, and leveraging existing technology into new Nordson Corporation 4 Table of Contents applications.
Using data in a consistent and disciplined way, leaders across the Company are defining their strategic business priorities. We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies and leveraging existing technology into new applications.
Available Information Our annual report ("Form 10-K"), quarterly reports ("Form 10-Q") and current reports (Form "8-K") and amendments to those reports filed or furnished with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at https://investors.nordson.com as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC.
Nordson Corporation 9 Table of Contents Available Information Our annual report, quarterly reports and current reports (Form "8-K") and amendments to those reports filed or furnished with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at https://investors.nordson.com as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC.
These programs not only include base wages and Nordson Corporation 8 Table of Contents incentives in support of our pay for performance culture, but also health, welfare and retirement benefits. We focus many programs on employee wellness and have implemented solutions including mental health support access, telemedicine and healthy weight loss programs.
These programs not only include base wages and incentives in support of our pay for performance culture, but also health, welfare and retirement benefits. We focus many programs on employee wellness and have implemented solutions including mental health support access, telemedicine and healthy weight loss programs.
Key strategic markets include consumer non-durable, film extrusion and converting, cable and tubing and energy storage. Nordson Corporation 5 Table of Contents • Nonwovens – Dispensing, coating and laminating systems for applying adhesives, lotions, liquids and fibers to disposable products and continuous roll goods.
Key strategic markets include consumer non-durable, film extrusion and converting, cable and tubing and energy storage. • Nonwovens – Dispensing, coating and laminating systems for applying adhesives, lotions, liquids and fibers to disposable products and continuous roll goods.
We enter into confidentiality and intellectual property agreements with our employees that require them to disclose any inventions created in the scope of employment, convey all rights to those inventions to us, and restrict the distribution of proprietary information. Risk factors associated with our intellectual property are discussed in Item 1A, "Risk Factors".
We enter into confidentiality and intellectual property agreements with our employees that require them to disclose any inventions created in the scope of employment, convey all rights to those inventions to us and restrict the distribution of proprietary information.
Most significant raw materials that we use are available through multiple sources. We purchase most raw materials and other Nordson Corporation 6 Table of Contents components on the open market and rely on third parties to provide certain finished goods.
Most significant raw materials that we use are available through multiple sources. We purchase most raw materials and other components on the open market and rely on third parties to provide certain finished goods.
Key strategic markets include electronics, industrial and animal health. Advanced Technology Solutions This segment integrates our proprietary product technologies into the progressive stages of a customer’s production processes, such as surface treatment, precisely controlled dispensing of material and pre- and post-dispense test and inspection to ensure quality.
Advanced Technology Solutions This segment integrates our proprietary product technologies into the progressive stages of a customer’s production processes, such as surface treatment, precisely controlled dispensing of material and pre- and post-dispense test and inspection to ensure quality.
We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Michigan, Minnesota, Pennsylvania, Rhode Island, Tennessee and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
We have principal manufacturing operations and Nordson Corporation 6 Table of Contents sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Michigan, Minnesota, Pennsylvania, Rhode Island, Tennessee, Florida, Texas, Alabama and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
We were incorporated in the State of Ohio in 1954 and are headquartered in Westlake, Ohio. Our products are marketed through a network of direct operations in more than 35 countries. Consistent with this global strategy, approximately 66 percent of our revenues were generated outside the United States in 2023. We have 7,900 employees worldwide.
We were incorporated in the State of Ohio in 1954 and are headquartered in Westlake, Ohio. Our products are marketed through a network of direct operations in more than 35 countries. Consistent with this global strategy, approximately 67 percent of our revenues were generated outside the United States in 2024.
Senior operating management supervises an extensive quality control program for our equipment, machinery and systems, and manufacturing processes. Natural gas, electricity, and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if needed. Over the last year, we have seen a stabilization of the global supply chain and improved lead times.
Senior operating management supervises an extensive quality control program for our equipment, machinery and systems, and manufacturing processes. Natural gas, electricity and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if needed. We continue to see a stabilization of the global supply chain, improved lead times and lower inflation risk.
We enhanced our risk mitigation and sourcing efforts as a result of the COVID-19 pandemic and geopolitical tensions. Logistics flows have improved, and global forwarding rates have returned to pre-pandemic levels. We continue to see moderate rate increases on parcel and domestic trucking activity.
We enhanced our risk mitigation and sourcing efforts as a result of the COVID-19 pandemic and geopolitical tensions. Logistics flows have improved, and global forwarding rates have returned closer to pre-pandemic levels, except for Asia-origin shipments, which continue to be more volatile. We continue to see moderate rate increases on parcel and domestic trucking activity.
Key strategic markets include packaging for food and beverage, pharmaceutical and other consumer goods. • Polymer Processing – Components and systems used in the thermoplastic and biopolymer melt stream in extrusion, injection molding, compounding, polymerization and recycling processes.
Key strategic markets include packaging for food and beverage, pharmaceutical and other consumer goods. • Polymer Processing – Components and systems used in the thermoplastic and biopolymer melt stream in extrusion, injection molding, compounding, polymerization and recycling processes. Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods.
Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation. This goal is met through the Human Resources department’s facilitation of employee training, leadership training and the creation of on-the-job growth opportunities. The result is a highly qualified and professional global team capable of meeting corporate objectives.
Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation. This goal is met through the Human Resources department’s facilitation of employee training, leadership training and the creation of on-the-job growth opportunities.
Compliance with Governmental Regulations Our global operations are subject to a variety of federal, state, local and international laws, regulations and compliance obligations relating to the manufacturing, designing and servicing of highly complex products and solutions.
Our worldwide network of direct sales and technical resources also is a competitive advantage. Compliance with Governmental Regulations Our global operations are subject to a variety of federal, state, local and international laws, regulations and compliance obligations relating to the manufacturing, designing and servicing of highly complex products and solutions.
Medical and Fluid Solutions This segment includes fluid management solutions for medical, high-tech industrial and other diverse end markets. • Medical – Components used for minimally invasive interventional delivery of medical devices, including cannulas, catheters and medical balloons.
Medical and Fluid Solutions This segment includes components and device solutions for medical, life science, high-tech industrial and other diverse end markets. • Medical – Components and devices for minimally invasive interventional surgical procedures, including cannulas, catheters and medical balloons.
We protect and promote our intellectual property portfolio and take those actions we deem appropriate to enforce our intellectual property rights and to defend our rights to sell our products both domestically and internationally.
Risk factors associated with our intellectual property are discussed in Item 1A, "Risk Factors." We protect and promote our intellectual property portfolio and take those actions we deem appropriate to enforce our intellectual property rights and to defend our rights to sell our products both domestically and internationally.
Products also include proprietary single-use plastic components in medical applications, including biopharmaceutical, patient care/surgical and diagnostic systems. • Fluid Management – Precision manual and semi-automated dispensers and highly engineered single-use plastic molded syringes, cartridges, tips and fluid connection components. Products are used within critical industrial production processes and for applying and controlling the flow of adhesives, sealants and lubricants.
Products also include proprietary single-use plastic components in medical applications, including biopharmaceutical, patient care/surgical and diagnostic systems. • Fluid Management – Precision manual and semi-automated dispensers and highly engineered single-use plastic molded syringes, cartridges, tips and fluid connection components.
Our principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, Ireland, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
As of October 31, 2024, we had approximately 8,000 employees worldwide. Our principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, Ireland, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
Company contributions, both the match and enhanced contribution, have a three-year graded vesting schedule and vest at 33 1/3% each year until fully vested after three years of employment.
Company contributions, both the match and enhanced contribution, have a three-year graded vesting schedule and vest at 33 1/3% each year until fully vested after three years of employment. We also maintain a non-qualified, unfunded and unsecured deferred compensation plan for the benefit of eligible management.
Total Rewards As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent.
Nordson Corporation 8 Table of Contents Human Capital Resources Employee Profile As of October 31, 2024, we had approximately 8,000 employees. Total Rewards As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent.
Its portfolio consists of three key product families: fluid components, such as nozzles, pumps and filters; smart components that measure and control the flow, quantity and location of dispensed fluid; and control systems that provide a greater variety of input and functionality to the customer.
Nordson Corporation 5 Table of Contents • Precision Agriculture – Precision agriculture spraying solutions, including fluid components, such as nozzles, pumps and filters; smart components that measure and control the flow, quantity and location of dispensed fluid; and control systems that provide a greater variety of input and functionality to the customer.
To support our policy of compliance in every jurisdiction we do business, we have robust internal controls, quality management systems, and management systems of compliance that govern our internal actions and mitigate our risk of non-compliance.
Examples of such regulations include, but are not limited to, import and export controls, data privacy, environmental, product safety, corruption, bribery, employment and labor. To support our policy of compliance in every jurisdiction we do business, we have robust internal controls, quality management systems, and management systems of compliance that govern our internal actions and mitigate our risk of non-compliance.
At Nordson, we have a long and proud history of investing in the communities where we live and work. We are committed to contributing approximately five percent of domestic pretax earnings to education, human welfare services and other charitable activities, particularly in communities where we have significant operations.
We are committed to contributing up to five percent of domestic pretax earnings to education, human welfare services and other charitable activities, particularly in communities where we have significant operations. Through the Nordson Corporation Foundation, we give back by providing grants to nonprofits in communities where we have facilities employing approximately 100 people.
In 2022, we also expanded our Matching Gifts program internationally, which further expands our culture of giving around the world. Since 1989, we have donated more than $162 million to communities where we live and work. In addition, our employees volunteered more than 109,000 hours through our Time ‘N Talent and Dollars for Doers programs.
In recent years, we have extended our reach internationally through our 2:1 employee Matching Gifts, as well as community giving programs in ten international locations. Since 1989, we have donated more than $173 million to communities where we live and work. In addition, our employees volunteered more than 113,000 hours through our Time ‘N Talent and Dollars for Doers programs.
For more information, see "Human Capital Resources" below. We recognize the value of employee participation in the planning process. Strategic and operating plans are developed by all divisions, resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives. We are an equal opportunity employer.
Strategic and operating plans are developed by all divisions, resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives. We are an equal opportunity employer. At Nordson, we have a long and proud history of investing in the communities where we live and work.
Working with customers to understand their processes and developing the application solutions that help them meet their production requirements also contributes to our leadership position. Our worldwide network of direct sales and technical resources also is a competitive advantage.
We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as global service and technical support. Working with customers to understand their processes and developing the application solutions that help them meet their production requirements also contributes to our leadership position.
Our equipment is sold in competition with a wide variety of alternative bonding, sealing, finishing, coating, processing, testing, inspecting and fluid control techniques. Potential uses for our equipment include any production processes that require preparation, modification or curing of surfaces; dispensing, application, processing or control of fluids and materials; or testing and inspecting for quality.
Potential uses for our equipment include any production processes that require preparation, modification or curing of surfaces; dispensing, application, processing or control of fluids and materials; or testing and inspecting for quality. Nordson Corporation 7 Table of Contents Many factors influence our competitive position, including pricing, product quality and service.
Accordingly, fiscal first quarter sales volume is typically the lowest of the year due to timing of customers’ capital spending programs and customer holiday shutdowns. However, the COVID-19 pandemic, supply chain disruptions, historic backlog and other unusual events have impacted this historical trend to a degree.
Accordingly, fiscal first quarter sales volume is typically the lowest of the year due to timing of customers’ capital spending programs and customer holiday shutdowns. Competitive Conditions We operate in a competitive global marketplace and compete with many large, well-established and highly competitive manufacturers and service providers.
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ARAG Acquisition On August 24, 2023, the Company completed the acquisition of the ARAG Group and its subsidiaries ("ARAG Group" or "ARAG") pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company, its Italian subsidiary, Capvis Equity V LP ("Capvis"), DRIP Co-Investment ("DRIP"), and certain individuals (together with Capvis and DRIP, collectively, the "Sellers").
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The result is a highly qualified and Nordson Corporation 4 Table of Contents professional global team capable of meeting corporate objectives. For more information, see "Human Capital Resources" below. We recognize the value of employee participation in the planning process.
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ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying. ARAG operates as a division of our Industrial Precision Solutions segment.
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Products are used within critical medical and industrial production processes and for applying and controlling the flow of adhesives, sealants and lubricants. Key strategic markets include electronics, industrial, medical and animal health.
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In anticipation of the acquisition, the Company entered into a €760,000 senior unsecured term loan facility with a group of banks in August 2023 (the “364-Day Term Loan Facility”).
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Atrion Acquisition On August 21, 2024, Nordson acquired Atrion Corporation, a Delaware corporation (“Atrion”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 28, 2024, among Nordson, Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”) and Atrion.
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The all-cash ARAG acquisition of approximately €957,000, net of the repayment of approximately €30,300 of debt of the acquired companies, was funded using borrowings under the 364-Day Term Loan Facility and the Company's revolving credit facility.
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Headquartered in Allen, Texas, Atrion is a manufacturer of proprietary medical products and generated approximately $169 million in annual revenue in 2023. Established in 1944, Atrion supports customers globally through three FDA registered U.S. Food and Drug Administration manufacturing facilities located in the United States. Atrion’s portfolio is included in the Company's Medical and Fluid Solutions segment.
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Through the Nordson Corporation Foundation (the “Foundation”), we give back by providing grants to nonprofits in communities where we have facilities employing approximately 100 people. In recent years, we have extended our reach internationally, with giving programs in 11 international locations.
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It consists of three key businesses that we believe will significantly expand Nordson’s addressable market in infusion and cardiovascular therapies: • Halkey Roberts is a leader in infusion fluid delivery solutions, including single-use original equipment manufacturer ("OEM") medical components such as swabable needle free and pressure relief valves. • Atrion Medical is a leading provider of OEM interventional inflation devices for balloon catheterization, stent deployment and fluid delivery in structural heart, ears, nose and throat and gastrointestinal procedures. • Quest Medical’s highly differentiated myocardial protection devices and single-use consumables deliver real-time precise drug administration during cardiovascular surgery.
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Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods. • Precision Agriculture – On August 24, 2023, we acquired ARAG Group, a global market and innovation leader in precision agriculture spraying solutions.
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Many factors influence our competitive position, including pricing, product quality and service. We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as global service and technical support.
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Examples of such Nordson Corporation 7 Table of Contents regulations, include, but are not limited to, import and export controls, data privacy, environmental, product safety, corruption, bribery, employment and labor.
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Human Capital Resources Employee Profile As of October 31, 2023, we had approximately 7,900 full-time and part-time employees, including 115 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on November 16, 2025.
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We also maintain a non-qualified, unfunded and unsecured deferred compensation plan for the benefit of eligible management employees whose benefits under the Savings Plan are limited by the benefit restrictions of Section 415 of the Internal Revenue Code.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business both within and outside the United States. We expect that international operations and United States export sales will continue to be important to our business for the foreseeable future.
Biggest changeRisks Related to Our Business and Operations Political conditions in and between the United States and foreign countries in which we operate could adversely affect our business. We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business both within and outside the United States.
Such risks include, but are not limited to, the following: • risks of political or economic instability; • unanticipated or unfavorable circumstances arising from host country laws or regulations; • threats of war, terrorism or governmental instability, including conflicts in Europe and the Middle East; • changes in tax rates, adoption of new tax laws or other additional tax policies, and other proposals to reform United States and foreign tax laws that impact how United States multinational corporations are taxed on foreign earnings; • restrictions on the transfer of funds into or out of a country; • potential negative consequences from changes to taxation policies; • the disruption of operations from labor and political disturbances; • the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies and relations arising from policy initiatives implemented by the U.S. presidential administration; and • exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country.
Such risks include, but are not limited to, the following: • risks of political or economic instability; • unanticipated or unfavorable circumstances arising from host country laws or regulations; • threats of war, terrorism or governmental instability, including the conflicts in Europe and the Middle East; • changes in tax rates, adoption of new tax laws or other additional tax policies, and other proposals to reform United States and foreign tax laws that impact how United States multinational corporations are taxed on foreign earnings; • restrictions on the transfer of funds into or out of a country; • potential negative consequences from changes to taxation policies; • the disruption of operations from labor and political disturbances; • the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies and relations arising from policy initiatives implemented by the U.S. presidential administration; and • exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country.
A slowdown in any of these specific end markets could directly affect our revenue stream and profitability. A portion of our product sales is attributable to industries and markets, such as the electronics, polymer processing and metal finishing industries, which historically have been cyclical and sensitive to relative changes in supply and demand and general economic conditions.
A slowdown in any of these specific end markets could directly affect our revenue stream and profitability. A portion of our product sales is attributable to industries and markets, such as the electronics, polymer processing, agriculture, and metal finishing industries, which historically have been cyclical and sensitive to relative changes in supply and demand and general economic conditions.
Expectations relating to environmental, social and governance considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.
Expectations relating to environmental, social and governance ("ESG") considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on ESG considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.
Any significant downturn in the health of the general economy, or any recession, depression or other sustained adverse market event, including inflationary pressures, could have an adverse effect on our revenues and financial performance, resulting in impairment of assets. We cannot predict the strength or duration of any economic slowdown and instability or the timing of any recovery.
Any significant downturn in the health of the general economy, or any recession, depression or other sustained adverse market event or conditions, including inflationary pressures, could have an adverse effect on our revenues and financial performance, resulting in impairment of assets. We cannot predict the strength or duration of any economic slowdown and instability or the timing of any recovery.
In addition, our credit facilities require us to meet financial ratios, including a “Leverage Ratio” and an “Interest Coverage Ratio,” both as defined in the credit facilities. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities.
In addition, our credit facilities require us to meet certain financial ratios, including a “Leverage Ratio” and an “Interest Coverage Ratio,” both as defined in the credit facilities. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities.
The current U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current or future administration may take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be ultimately imposed in the future.
The incoming U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current or future administration may take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be ultimately imposed in the future.
In addition, we cannot assure that any acquisition, including the recent acquisitions of the ARAG Group and CyberOptics Corporation ("CyberOptics"), once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.
In addition, we cannot assure that any acquisition, including the recent acquisitions of Atrion, the ARAG Group ("ARAG") and CyberOptics Corporation ("CyberOptics"), once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.
Other effects of these changes, including impacts on the price of raw materials, responsive actions from governments and the opportunity for competitors to establish a presence in markets where we participate, could also have significant impacts on our results.
Other effects of these changes, including impacts on the price of raw materials, responsive actions from governments and the opportunity for competitors to establish a presence in markets where we participate, could also have significant impacts on our financial results.
In addition, an acquisition could adversely impact our operating performance as a result of incurring acquisition-related debt, pre-acquisition potential tax liabilities, acquisition expenses, the amortization of acquisition-acquired assets, or possible future impairments of goodwill or intangible assets associated with the acquisition.
In addition, an acquisition could adversely impact our operating performance as a result of incurring acquisition-related debt, pre-acquisition potential tax or other liabilities, acquisition expenses, the amortization of acquisition-acquired assets or possible future impairments of goodwill or intangible assets associated with the acquisition.
We may need new or additional financing in the future to expand our business or refinance existing debt. If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing debt.
We may need to obtain new or additional financing in the future to expand our business or refinance existing debt. If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing debt.
For additional detail related to this risk, see Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk. A significant portion of our consolidated revenues in 2023 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred.
For additional detail related to this risk, see Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk. A significant portion of our consolidated revenues in 2024 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred.
If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on us, our financial condition and results of operations. We regard much of the technology underlying our products and the trademarks under which we market our products as proprietary.
If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on our business, financial condition and results of operations. We regard much of the technology underlying our products and the trademarks under which we market our products as proprietary.
Any of these factors may disrupt our operations and adversely affect our financial condition and results of operations. Item 1B. Unresolved Staff Comments None.
Any of these factors may disrupt our operations and adversely affect our business, financial condition and results of operations. Item 1B. Unresolved Staff Comments None.
The demand for our products depends, in part, on the general economic conditions of the industries or national economies of our customers. Downward economic cycles in our customers’ industries or countries may reduce sales of some of our products. It is not possible to predict accurately the factors that will affect demand for our products in the future.
The demand for our products depends, in part, on the general economic conditions of the industries or national economies of our customers. Downward economic cycles in our customers’ industries or markets may reduce sales of some of our products. It is not possible to accurately predict the factors that will affect demand for our products in the future.
Our ability to comply with the covenants and other terms of the agreement governing our debt will depend on our future operating performance. If we fail to comply with such covenants and terms, we may be in default and the maturity of the related debt could be accelerated and become immediately due and payable.
Our ability to comply with the covenants and other terms of the agreements governing our debt will depend on our future operating performance. If we fail to comply with such covenants and terms, we may be in default and the maturity of the related debt could be accelerated and become immediately due and payable.
Additional risks factors may exist that are not presently known by the Company or that are currently deemed immaterial may also be present. Risks Related to Economic Conditions Changes in United States or international economic conditions, including declines in the industries we serve, could adversely affect the profitability of any of our operations.
Additional risks factors may exist that are not presently known by the Company or that are currently deemed immaterial may also be present. Risks Related to Economic Conditions Changes in United States or international economic conditions, including declines in the industries we serve, could adversely affect the revenue stream and profitability of any of our operations.
Our results have been and could continue to be impacted by uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
Our financial results have been, and could continue to be, significantly impacted by uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
Any determination requiring the write-off of a significant portion of unamortized intangible assets would negatively affect our results of operations and equity book value, the effect of which could be material.
In addition, any determination requiring the write-off of a significant portion of unamortized intangible assets would negatively affect our results of operations and equity book value, the effect of which could be material.
We make statements about our environmental, social and governance goals and initiatives through information provided on our website, press statements and other communications, including through our ESG Report. Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control.
We make statements about our ESG goals and initiatives through information provided on our website, press statements and other communications, including through our ESG Report. Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.
Increased global information technology security threats, more sophisticated and targeted computer crime and cyberterrorism pose a risk to the security of our systems and networks and those of our third-party service providers and the confidentiality, availability and integrity of our data.
Increased global information technology security threats, computer crime and cyberterrorism pose a risk to the security of our systems and networks and those of our third-party service providers and the confidentiality, availability and integrity of our data.
We may incur substantial costs, including cleanup costs, Nordson Corporation 15 Table of Contents fines and civil or criminal sanctions, liabilities resulting from third-party property damage or personal injury claims, or our products could be prohibited from entering certain jurisdictions, if we were to violate or become liable under environmental laws, if our products become non-compliant with environmental laws or if we were to undertake environmental protection actions voluntarily.
We may incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, liabilities resulting from third-party property damage or personal injury claims, or our products could be prohibited from entering certain jurisdictions, if we were to violate or become liable under environmental laws, if our products become non-compliant with environmental laws or if we were to undertake environmental protection actions voluntarily.
Nordson Corporation 14 Table of Contents Risks Related to Legal, Compliance and Regulatory Matters Changes in United States and international tax laws may have a material adverse effect on our business, financial condition and results of operations. We are subject to income taxes in the United States and various foreign jurisdictions.
Risks Related to Legal, Compliance and Regulatory Matters Changes in United States and international tax laws may have a material adverse effect on our business, financial condition and results of operations. We are subject to income taxes in the United States and various foreign jurisdictions.
Failure to retain our leadership team and workforce and to attract and retain other important management and technical personnel could place a constraint on our global Nordson Corporation 11 Table of Contents growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.
Failure to retain our leadership team and workforce and to attract and retain other important management and technical personnel could place a constraint on our global growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.
We believe that we must continue to enhance our existing products and to develop and manufacture new products with improved capabilities in order to continue to be a leading provider of precision technology solutions. We also believe that we must continue to make improvements in our productivity in order to maintain our Nordson Corporation 13 Table of Contents competitive position.
We believe that we must continue to enhance our existing products and to develop and manufacture new products with improved capabilities in order to continue to be a leading provider of precision technology solutions. We also believe that we must continue to make improvements in our productivity in order to maintain our competitive position.
A protectionist trade environment in either the U.S. or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets.
A protectionist trade environment in either the U.S. or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other Nordson Corporation 11 Table of Contents trade policies, may materially and adversely affect our ability to sell our products in foreign markets.
The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target. Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.
The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target. Accordingly, we may be unable to anticipate Nordson Corporation 12 Table of Contents these techniques or implement adequate preventative measures.
Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results. We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the euro, the yen, the pound sterling and the Chinese yuan.
Nordson Corporation 10 Table of Contents Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results. We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the euro, the yen, the pound sterling and the Chinese yuan.
We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility Nordson Corporation 10 Table of Contents of currency exchange rates.
We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates.
The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world and the conflicts in Europe and the Middle East have to date negatively impacted the global economy and created significant volatility and disruption of financial markets.
The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world and the conflicts in Europe and the Middle East have negatively impacted the global economy and created significant volatility and disruption of financial markets, and may continue to do so in future periods.
The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers' allocation to other purchasers, interruptions in production by suppliers and changes in exchange rates and prevailing price levels, including as a result of inflation.
The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers' allocation to other purchasers, interruptions in production by suppliers and changes in exchange rates and prevailing price levels, including as a result of inflation or the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies.
In addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where environmental, social and governance focus should be placed, including differing views of regulators in various jurisdictions in which we operate.
In addition, some stakeholders may disagree with our goals and initiatives and the focus of Nordson Corporation 16 Table of Contents stakeholders may change and evolve over time. Stakeholders also may have very different views on where ESG focus should be placed, including differing views of regulators in various jurisdictions in which we operate.
For example, in August 2023, we completed our acquisition of the ARAG Group. We intend to continue to seek additional acquisition opportunities both to expand into new markets and to enhance our position in existing markets throughout the world.
For example, in August 2024, we completed our acquisition of Atrion. We intend to continue to seek additional acquisition opportunities both to expand into new Nordson Corporation 14 Table of Contents markets and to enhance our position in existing markets throughout the world.
In addition, depending on market conditions and our financial performance, neither debt nor equity financing may be available on satisfactory terms or at all. Finally, as a consequence of worsening financial market conditions, our credit facility providers may not provide the agreed credit if they become undercapitalized.
In addition, depending on market conditions and our financial performance, neither debt nor equity financing may be available on satisfactory terms or at all. Finally, if financial market conditions worsen, our credit facility providers may not provide the agreed credit if they become undercapitalized. Changes in interest rates could adversely affect us.
A one percentage point increase in the interest rate on the floating rate debt in 2023 would have resulted in approximately $5,530 of additional interest expense. A higher level of floating rate debt would increase the exposure to changes in interest rates.
As of October 31, 2024, a one percentage point increase in the interest rate on the floating rate debt would result in approximately $5,383 of additional annual interest expense. A higher level of floating rate debt would increase the exposure to changes in interest rates.
In 2023, approximately 34 percent of our revenue was generated in the United States, while approximately 66 percent was generated outside the United States.
In 2024, approximately 33 percent of our revenue was generated in the United States, while approximately 67 percent was generated outside the United States.
If we fail to develop new products or enhance existing products, or our customers do not accept the new or enhanced products we develop, our revenue and profitability could be adversely impacted. Innovation is critical to our success.
If we fail to develop new products or enhance existing products, or our customers do not accept the new or enhanced products we develop, our financial condition, results of operations, cash flows and liquidity could be adversely affected. Innovation is critical to our success.
Both sales from international operations and export sales are subject to varying degrees of risks inherent in doing business outside the United States.
We expect that international operations and United States export sales will continue to be important to our business for the foreseeable future. Both sales from international operations and export sales are subject to varying degrees of risks inherent in doing business outside the United States.
Shortages in raw materials or our inability to pass along Nordson Corporation 12 Table of Contents price increases could affect the prices we charge, our operating costs and our competitive position, which could adversely affect our business, financial condition, results of operations and cash flows.
Additionally, we may not be able to increase the prices of our products due to competitive pricing pressure and other factors. Shortages in raw materials or our inability to pass along price increases could affect the prices we charge, our operating costs and our competitive position, which could adversely affect our business, financial condition, results of operations and cash flows.
We may be exposed to liabilities under the Foreign Corrupt Practices Act ("FCPA"), which could have a material adverse effect on our business.
Nordson Corporation 15 Table of Contents We may be exposed to liabilities under the Foreign Corrupt Practices Act ("FCPA"), which could have a material adverse effect on our business, reputation, financial condition or results of operations.
Currency devaluations diminish the United States dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow. Risks Related to Our Business and Operations Political conditions in and between the United States and foreign countries in which we operate could adversely affect us.
Currency devaluations diminish the United States dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.
Our business and operating results may be adversely affected by natural disasters or other catastrophic events beyond our control.
Nordson Corporation 17 Table of Contents Our business, financial condition and results of operations may be adversely affected by natural disasters or other catastrophic events beyond our control.
We cannot offer assurances that any of these initiatives will be beneficial to the extent anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all. Increased information technology threats and more sophisticated and targeted cybercrime could pose a risk to our systems, networks, products, solutions and services.
We cannot offer assurances that any of these initiatives will be beneficial to the extent anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.
The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology. We rely on a combination of patents, trademark, copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights.
We rely on a combination of patents, trademark, Nordson Corporation 13 Table of Contents copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights.
Nordson Corporation 16 Table of Contents Changes in interest rates could adversely affect us. Any period of interest rate increases may adversely affect our profitability. As of October 31, 2023, we had $1,749,305 of total debt outstanding, of whic h $553,020 was p riced at interest rates that float with the market.
Any period of interest rate increases may adversely affect our profitability. As of October 31, 2024, we had $2,223,928 of total debt outstanding, of whic h $538,286 was p riced at interest rates that float with the market.
We have experienced and expect to continue to experience cyber-attacks to our systems and networks. To date, we have not experienced any material breaches or material losses related to cyber-attacks. To conduct our business, we rely extensively on information technology systems, networks and services, some of which are managed, hosted and provided by third-party service providers.
To conduct our business, we rely extensively on information technology systems, networks and services, some of which are managed, hosted and provided by third-party business partners.
A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations. A disruption in, shortage of, or price increases for, supply of our components and raw materials may adversely impact our business, financial condition, results of operations and cash flows.
A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations.
While we manufacture certain parts and components used in our products, we require substantial amounts of raw materials and purchase some parts and components from suppliers.
A disruption in, shortage of, or price increases for, supply of our components and raw materials may adversely impact our business, financial condition, results of operations and cash flows. While we manufacture certain parts and components used in our products, we require substantial amounts of raw materials and purchase some parts and components from suppliers.
Removed
A cyber-attack or other disruption may also result in financial loss, including potential fines for failure to safeguard data or losses in connection with any litigation that may result from a cyber-attack. Our insurance coverage may not be adequate to cover all the costs arising from such events.
Added
For example, the incoming U.S. presidential administration has proposed to significantly increase tariffs on foreign imports into the United States, particularly from Canada, China and Mexico.
Removed
Additionally, we may not be able to increase the prices of our products due to competitive pricing pressure and other factors.
Added
Increased information technology threats and cybersecurity incidents and threats could pose a risk to our systems, networks, products, solutions and services and those of our business partners. We have experienced and expect to continue to experience cybersecurity threats and some cybersecurity incidents to our systems and networks.
Added
We do not believe that any risks from cybersecurity threats, including as a result of past cybersecurity incidents, have had, or are reasonably likely to have, a material adverse effect on the company, including our business, strategy, results of operations or financial condition.
Added
Cybersecurity incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-services attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information.
Added
Cybersecurity incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient.
Added
Cybersecurity threat actors also may attempt to exploit vulnerabilities in software including software commonly used by companies in cloud-based services and bundled software.
Added
A cybersecurity incident or failure or disruption relating to our information or systems or that of our third-party business partners, or any failure by us or our third-party business partners to effectively address, enforce and maintain our information technology infrastructure and cybersecurity requirements may result in substantial harm to our business strategy, results of operations and financial condition, including major disruptions to business operations, loss of intellectual property, release of confidential information, alteration or corruption of data or systems, costs related to remediation or the payment of ransom, and litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs and possible prolonged negative publicity.
Added
A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations. We may face particular data protection and privacy risks in connection with the European Union's Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations.
Added
The interpretation and application of data protection laws and other regulations, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personal information in the U.S., Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving.
Added
These laws and regulations may grant, among other things, individual rights to access and delete personal information, and the right to opt out of the sale of personal information. These laws and regulations can also impose significant forfeitures and penalties for noncompliance and afford private rights of action to individuals under certain circumstances.
Added
It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices.
Added
In addition, as a result of existing or new data protection laws and regulations, we incur and expect to continue to incur significant ongoing operating costs as part of our significant efforts to protect and safeguard our confidential or sensitive data and personal information. These efforts also may divert management and employee attention from other business and growth initiatives.
Added
Any failure to manage data privacy in compliance with applicable laws and regulations could result in significant regulatory investigations, fines, and sanctions, consumer and class action litigation, commercial litigation, prolonged negative publicity, data breaches, declining customer confidence, loss of key customers, employee liability and other unfavorable consequences.
Added
The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties Our principal owned and leased properties (defined as greater than 20,000 square feet or related to a principal operation) as of October 31, 2023 were as follows: Nordson Corporation 17 Table of Contents Location Description of Property Approximate Square Feet United States Amherst, Ohio 1 A manufacturing, laboratory and office complex 521,000 Norwich, Connecticut 2 A manufacturing, laboratory and office building 212,000 Carlsbad, California 3 Three manufacturing and office buildings (leased) 181,000 Duluth, Georgia 1 A manufacturing, laboratory and office building 176,000 Chippewa Falls, Wisconsin 1 A manufacturing, warehouse and office building (leased) 145,000 Swainsboro, Georgia 1 A manufacturing building 136,000 East Providence, Rhode Island 2 A manufacturing, warehouse and office building 116,000 Loveland, Colorado 2 A manufacturing, warehouse and office building 115,000 Salem, New Hampshire 2 Two manufacturing, warehouse and office buildings (leased) 83,000 Minneapolis, Minnesota 2 Two office, laboratory and warehouse buildings (leased) 69,000 Wixom, Michigan 1 A manufacturing, warehouse and office building (leased) 64,000 Golden Valley, Minnesota 3 An office building 61,000 Irwindale, California 1 An office building and lab (leased) 48,000 Easton, Pennsylvania 3 A manufacturing, warehouse and office building 45,000 Dayton, Ohio 1 A manufacturing, warehouse and office building 43,000 Vista, California 3 A manufacturing building (leased) 41,000 Hickory, North Carolina 1 A manufacturing, warehouse and office building (leased) 41,000 Elk Grove, Illinois 3 A manufacturing, warehouse and office building (leased) 40,000 San Jose, CA 2 A manufacturing, warehouse and office building (leased) 37,000 Westlake, Ohio Corporate headquarters 28,000 Liberty Lake, Washington 3 A manufacturing, warehouse and office building (leased) 27,000 Chattanooga, Tennessee 2 A manufacturing, warehouse and office building (leased) 25,000 Huntington Beach, California 2 An office, laboratory and warehouse building (leased) 21,000 International Rubiera, Italy 1 A manufacturing, five assembly, four warehouse and office buildings 325,000 Münster, Germany 1 Two manufacturing, warehouse and office buildings (leased) 260,000 Shanghai, China 1 Seven manufacturing, warehouse, laboratory and office buildings 178,000 Lüneburg, Germany 1 A manufacturing and laboratory building 129,000 Guaymas, Mexico 2 Two manufacturing, warehouse and office buildings (leased) 89,000 Tokyo, Japan 1, 2 Four office, laboratory and warehouse buildings (leased) 76,000 Suzhou, China 3 Two manufacturing, warehouse and office buildings (leased) 75,000 Tecate, Mexico 2 A manufacturing, warehouse and office building (leased) 59,000 Bangalore, India 1, 2 A manufacturing, assembly, warehouse and office building 56,000 Rosario, Argentina 1 An assembly, warehouse and office building 55,000 Maastricht, Netherlands 1 A manufacturing, warehouse and office building 54,000 Erkrath, Germany 1, 2 An office, laboratory and warehouse building (leased) 50,000 Boyle, Ireland 2 A manufacturing, warehouse and office building 47,000 Deurne, Netherlands 1 A manufacturing, warehouse and office building (leased) 46,000 Aylesbury, U.K. 3 A manufacturing, warehouse and office building (leased) 36,000 Galway, Ireland 2 An office, laboratory and warehouse building (leased) 36,000 Seongnam-City, South Korea 1, 2 An office, laboratory and warehouse building (leased) 35,000 Geleen, Netherlands 1 A warehouse and office building 30,000 Sao Paulo, Brazil 1 An office, laboratory and warehouse building (leased) 23,000 El Marques, Mexico 1 A warehouse and office building 22,000 Singapore 1 Two warehouse and office buildings (leased) 22,000 Katzrin, Israel 2 An office, laboratory and warehouse building (leased) 20,000 Nordson Corporation 18 Table of Contents Business Segment - Property Identification Legend 1 - Industrial Precision Solutions 2 - Medical Fluid Systems 3 - Advanced Technology Solutions The facilities listed have adequate, suitable and sufficient capacity (production and non-production) to meet present and foreseeable demand for our products.
Biggest changePetersburgh, Florida 2 A manufacturing, warehouse and office building 156,000 Chippewa Falls, Wisconsin 1 A manufacturing, warehouse and office building (leased) 145,000 Swainsboro, Georgia 1 A manufacturing building 136,000 Arab, Alabama 2 A manufacturing building 116,000 East Providence, Rhode Island 2 A manufacturing, warehouse and office building 116,000 Loveland, Colorado 2 A manufacturing, warehouse and office building 115,000 Allen, Texas 2 A manufacturing, warehouse and office building 106,000 Salem, New Hampshire 2 Two manufacturing, warehouse and office buildings (leased) 83,000 Wixom, Michigan 1 A manufacturing, warehouse and office building (leased) 64,000 Golden Valley, Minnesota 3 A manufacturing and office building 61,000 Easton, Pennsylvania 2 A manufacturing, warehouse and office building 46,000 Dayton, Ohio 1 A manufacturing, warehouse and office building 43,000 Hickory, North Carolina 1 A manufacturing, warehouse and office building (leased) 41,000 Elk Grove, Illinois 3 A manufacturing, warehouse and office building (leased) 40,000 San Jose, California 2 A manufacturing, warehouse and office building (leased) 37,000 Brooklyn Park, Minnesota 2 An office, laboratory and warehouse building (leased) 34,000 Westlake, Ohio Corporate headquarters 28,000 Lithia Springs, Georgia 1 A warehouse and office building (leased) 27,000 Chattanooga, Tennessee 2 A manufacturing, warehouse and office building (leased) 25,000 Huntington Beach, California 2 An office, laboratory and warehouse building (leased) 21,000 International Erkrath, Germany 1, 2 An office, laboratory and warehouse building (leased) 324,000 Rubiera, Italy 1 A manufacturing, five assembly, four warehouse and office buildings 325,000 Shanghai, China 1 Three manufacturing, warehouse, laboratory and office buildings 179,000 Münster, Germany 1 Two manufacturing, warehouse and office buildings (leased) 150,000 Lüneburg, Germany 1 A manufacturing and laboratory building 129,000 Guaymas, Mexico 2 Two manufacturing, warehouse and office buildings (leased) 89,000 Tokyo, Japan 1, 2 Four office, laboratory and warehouse buildings (leased) 76,000 Suzhou, China 3 Two manufacturing, warehouse and office buildings (leased) 75,000 Tecate, Mexico 2 A manufacturing, warehouse and office building (leased) 59,000 Bangalore, India 1, 3 A manufacturing, assembly, warehouse and office building 56,000 Rosario, Argentina 1 An assembly, warehouse and office building 55,000 Shanghai, China 1 Three manufacturing, warehouse, laboratory and office buildings (leased) 55,000 Maastricht, Netherlands 1 A manufacturing, warehouse and office building 54,000 Boyle, Ireland 2 A manufacturing, warehouse and office building 47,000 Aylesbury, U.K. 3 A manufacturing, warehouse and office building (leased) 36,000 Galway, Ireland 2 An office, laboratory and warehouse building (leased) 36,000 Seongnam-City, South Korea 1, 2 An office, laboratory and warehouse building (leased) 35,000 Saitama, Japan 1 A manufacturing, warehouse, and office building (leased) 32,000 Geleen, Netherlands 1 A warehouse and office building 30,000 Sao Paulo, Brazil 1 An office, laboratory and warehouse building (leased) 23,000 El Marques, Mexico 1 A warehouse and office building 22,000 Nordson Corporation 20 Table of Contents Business Segment - Property Identification Legend 1 - Industrial Precision Solutions 2 - Medical and Fluid Solutions 3 - Advanced Technology Solutions The facilities listed have adequate, suitable and sufficient capacity (production and non-production) to meet present and foreseeable demand for our products.
Information about leases is reported in Note 10 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document. Item 3. Legal Proceedings None.
Information about leases is reported in Note 9 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document. Item 3. Legal Proceedings None.
Added
Properties Our principal owned and leased properties (defined as greater than 20,000 square feet or related to a principal operation) as of October 31, 2024 were as follows: Nordson Corporation 19 Table of Contents Location Description of Property Approximate Square Feet United States Amherst, Ohio 1 A manufacturing, laboratory and office complex 521,000 Norwich, Connecticut 2 A manufacturing, laboratory and office building 212,000 Carlsbad, California 3 Three manufacturing and office buildings (leased) 181,000 Duluth, Georgia 1 A manufacturing, laboratory and office building 176,000 St.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFinancial Statements and Supplementary Data 31 Consolidated Statements of Income 31 Consolidated Statements of Comprehensive Income 32 Consolidated Balance Sheets 33 Consolidated Statements of Shareholders’ Equity 34 Consolidated Statements of Cash Flows 35 Notes to Consolidated Financial Statements 36 Management’s Report on Internal Control Over Financial Reporting 66 Report of Independent Registered Public Accounting Firm - Internal Controls Opinion 67 Report of Independent Registered Public Accounting Firm - Financial Statement Opinion 68
Biggest changeFinancial Statements and Supplementary Data 34 Consolidated Statements of Income 34 Consolidated Statements of Comprehensive Income 35 Consolidated Balance Sheets 36 Consolidated Statements of Shareholders’ Equity 37 Consolidated Statements of Cash Flows 38 Notes to Consolidated Financial Statements 39 Management’s Report on Internal Control Over Financial Reporting 69 Report of Independent Registered Public Accounting Firm - Internal Controls Opinion 70 Report of Independent Registered Public Accounting Firm - Financial Statement Opinion 71
Item 3. Legal Proceedings 19 Item 4. Mine Safety Disclosures 19 Information about Our Executive Officers 20 PART II 22 Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Market Information and Dividends 22 Performance Graph 22 Item 7.
Item 3. Legal Proceedings 21 Item 4. Mine Safety Disclosures 21 Information about Our Executive Officers 22 PART II 24 Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Market Information and Dividends 24 Performance Graph 24 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Critical Accounting Policies and Estimates 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 30 Item 8.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Critical Accounting Policies and Estimates 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 33 Item 8.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changePrior to joining Danaher, Mr. Lovass served as a Senior Vice President and Corporate Officer for Gerber Scientific, Inc., an automated systems manufacturer for sign-making, specialty graphics and packaging. Effective November 1, 2021, Jennifer L.
Biggest changeLovass served as a Senior Vice President and Corporate Officer for Gerber Scientific, Inc., an automated systems manufacturer for sign-making, specialty graphics and packaging. Effective November 1, 2021, Jennifer L. McDonough was named Executive Vice President, General Counsel and Secretary and leads the Company’s global legal function in ethics and compliance, intellectual property and other general corporate legal matters. Ms.
Nagarajan served as Executive Vice President, Automotive OEM Segment, with Illinois Tool Works Inc. (NYSE: ITW), a global manufacturer of a diversified range of industrial products and equipment, since 2015. Prior to that, Mr. Nagarajan served as Executive Vice President, Welding Segment, with Illinois Tool Works from 2010 to 2015. Mr.
Nagarajan served as Executive Vice President, Automotive OEM Segment, with Illinois Tool Works Inc. (NYSE: ITW), a global manufacturer of a diversified range of industrial products and equipment, since 2015. Prior to that, Mr. Nagarajan served as Executive Vice President, Welding Segment, with Illinois Tool Works Inc. from 2010 to 2015. Mr.
McDonough brings over 20 years of experience advising companies on wide-ranging, critical corporate initiatives and most recently served as Vice President, Deputy General Counsel and Assistant Secretary at PPL Corporation (NYSE: PPL), a Fortune 500 utility company, where she was responsible to deliver extensive legal counsel and services, including in the areas of general corporate law, mergers and acquisitions, corporate venture capital and investment transactions, securities and finance.
McDonough brings over 20 years of experience advising companies on wide-ranging, critical corporate initiatives and previously served as Vice President, Deputy General Counsel and Assistant Secretary at PPL Corporation (NYSE: PPL), a Fortune 500 utility company, where she was responsible to deliver extensive legal counsel and services, including in the areas of general corporate law, mergers and acquisitions, corporate venture capital and investment transactions, securities and finance.
Subramanian served as Vice President of the Electronics Processing Solutions business, having served in various roles of increasing responsibility since joining the Company in 2006. Nordson Corporation 21 Table of Contents PART II
Subramanian served as Vice President of the Electronics Processing Solutions business, having served in various roles of increasing responsibility since joining the Company in 2006. Nordson Corporation 23 Table of Contents PART II
Kelley 51 2020 Executive Vice President, 2020 Sarah Siddiqui 46 2023 Executive Vice President, 2023 Srinivas Subramanian 53 2022 Executive Vice President, 2022 Effective August 1, 2019, Sundaram Nagarajan was appointed President and Chief Executive Officer and as a member of the Board of Directors of the Company. Prior to becoming our President and Chief Executive Officer, Mr.
Kelley 52 2020 Executive Vice President Sarah Siddiqui 47 2023 Executive Vice President Srinivas Subramanian 54 2022 Executive Vice President Effective August 1, 2019, Sundaram Nagarajan was appointed President and Chief Executive Officer and as a member of the Board of Directors of the Company. Prior to becoming our President and Chief Executive Officer, Mr.
Lovass was named Executive Vice President - Medical and Fluid Solutions. Previously, Mr. Lovass served as Corporate Vice President since November 2016. Prior to joining the Company, Mr. Lovass served as President for one of the global sensors and controls businesses for Danaher Corporation (NYSE: DHR), an international Fortune 200, diversified science and technology company, from 2012 to 2016.
Lovass served as Corporate Vice President since November 2016. Prior to joining the Company, Mr. Lovass served as President for one of the global sensors and controls businesses for Danaher Corporation (NYSE: DHR), an international Fortune 200, diversified science and technology company, from 2012 to 2016. Prior to joining Danaher Corporation, Mr.
Siddiqui served as Vice President of HR, Operations Engineering, Digital and Corporate Functions from August 2020 to February 2023 and Executive Director of HR, Operations, UTC Aerospace Systems from February 2018 Nordson Corporation 20 Table of Contents to July 2020 of Collins Aerospace at Raytheon Technologies (NYSE: RTX), an aerospace and defense company.
Prior to joining the Company, Ms. Siddiqui served as Vice President of HR, Operations Engineering, Digital and Corporate Functions from August 2020 to February 2023 and Executive Director of HR, Operations, UTC Aerospace Systems from February 2018 to July 2020 of Collins Aerospace at Raytheon Technologies (NYSE: RTX), an aerospace and defense company.
Nagarajan joined the Board of Directors of Wesco International (NYSE: WCC) in 2022. He previously served as a member of the Board of Directors of Sonoco Products Company (NYSE: SON) from 2015 to 2022. Effective November 1, 2023, Stephen Shamrock was appointed as Vice President and Corporate Controller, Interim Chief Financial Officer. Prior to joining Nordson in March 2022, Mr.
Nagarajan joined the Board of Directors of Wesco International, Inc. (NYSE: WCC) in 2022. He previously served as a member of the Board of Directors of Sonoco Products Company (NYSE: SON) from 2015 to 2022. Effective May 20, 2024, Daniel R. Hopgood was appointed as Executive Vice President and Chief Financial Officer. Prior to joining Nordson, Mr.
Kelley had previously served as Chief Financial Officer of Materion Corporation, (NYSE: MTRN), an advanced materials company, since 2015. Throughout his career, he served in roles of increasing financial responsibility at Materion, Avient Corporation (formerly known as PolyOne Corporation) (NYSE: AVNT), a specialty chemicals company, and Lincoln Electric (Nasdaq: LECO), a global manufacturer. Effective August 1, 2022, Stephen P.
Throughout his career, he served in roles of increasing financial responsibility at Materion, Avient Corporation (formerly known as PolyOne Corporation) (NYSE: AVNT), a specialty chemicals company, and Lincoln Electric Holdings, Inc. (Nasdaq: LECO), a global manufacturer. Effective August 1, 2022, Stephen P. Lovass was named Executive Vice President - Medical and Fluid Solutions. Previously, Mr.
Nordson Corporation 19 Table of Contents Information About Our Executive Officers Our executive officers as of October 31, 2023, were as follows: Name Age Officer Since Position or Office with the Company and Business Experience During the Past Five (5) Year Period Sundaram Nagarajan 61 2019 President and Chief Executive Officer, 2019 Stephen Shamrock 51 2023 Vice President and Corporate Controller, Interim Chief Financial Officer, 2023 James E.
Item 4. Mine Safety Disclosures Not applicable. Nordson Corporation 21 Table of Contents Information About Our Executive Officers Our executive officers as of October 31, 2024, were as follows: Name Age Officer Since Position or Office with the Company and Business Experience During the Past Five (5) Year Period Sundaram Nagarajan 62 2019 President and Chief Executive Officer Daniel R.
Effective November 1, 2023, Joseph P. Kelley was appointed as Executive Vice President and Industrial Precision Solutions segment leader. Previously, Mr. Kelley served as Executive Vice President and Chief Financial Officer of the Company since July 2020. Prior to joining the Company, Mr.
Kelley was appointed as Executive Vice President - Industrial Precision Solutions. Previously, Mr. Kelley served as Executive Vice President and Chief Financial Officer of the Company since July 2020. Prior to joining the Company, Mr. Kelley had previously served as Chief Financial Officer of Materion Corporation, (NYSE: MTRN), an advanced materials company, since 2015.
DeVries 64 2012 Executive Vice President, 2012 Stephen P. Lovass 54 2017 Executive Vice President, 2017 Jennifer McDonough 52 2021 Executive Vice President, General Counsel and Secretary, 2021 Joseph P.
Hopgood 52 2024 Executive Vice President, Chief Financial Officer James E. DeVries 65 2012 Executive Vice President Stephen P. Lovass 55 2017 Executive Vice President Jennifer McDonough 53 2021 Executive Vice President, General Counsel and Secretary Joseph P.
McDonough served as Senior Vice President, General Counsel and Secretary at REX Energy Corporation, an independent condensate, NGL and natural gas company, having joined REX Energy in April 2011, and before that as Assistant General Counsel and Assistant Secretary at Kennametal Inc., a global manufacturer and provider of engineered products and solutions (NYSE: KMT), which she joined in May 2005.
Prior to joining PPL in 2017, Ms. McDonough served as Senior Vice President, General Counsel and Secretary at REX Energy Corporation, an independent condensate and natural gas company, having joined REX Energy ("REX") in April 2011, and before that as Assistant General Counsel and Assistant Secretary at Kennametal Inc.
She began her career as a business and finance attorney with the international law firm Morgan, Lewis and Bockius LLP. Effective February 20, 2023, Sarah Siddiqui was named Executive Vice President - Chief Human Resources Officer. Prior to joining the Company, Ms.
(NYSE: KMT), a global manufacturer and provider of engineered products and solutions, which she joined in May 2005. She began her career as a business and finance attorney with the international law firm Morgan, Lewis and Bockius LLP. Nordson Corporation 22 Table of Contents Effective February 20, 2023, Sarah Siddiqui was named Executive Vice President - Chief Human Resources Officer.
Shamrock was Senior Vice President, Treasurer and Chief Financial Officer from October 2021 to March 2022 and Vice President Finance from April 2021 to October 2021 of Wyandot Snacks, Inc., a custom snack manufacturer. Prior to Wyandot, Mr.
Hopgood was Controller and Chief Accounting Officer from April 2021 to May 2024 and Senior Vice President, Global Financial Services and Systems from September 2017 to March 2021 of Eaton Corporation (NYSE: ETN), a multinational power management company. Prior to joining Eaton Corporation, Mr.
Removed
Shamrock spent nearly seven years with Materion Corporation (NYSE: MTRN), an advanced materials company, where he was Vice President, Corporate Controller and Investor Relations, as well as Interim Chief Financial Officer for a five-month period. Mr. Shamrock also served in roles of increasing responsibility at The Goodyear Tire & Rubber Company (Nasdaq: GT), and the audit practice of KPMG, LLP.
Added
Hopgood served in various roles of increasing responsibility such as Vice President, Aftermarket Americas for Meritor, Inc. (NYSE: MTOR), a Fortune 500 manufacturer of commercial vehicle components and systems, and Manager of Corporate Finance and Reporting for MSX International, Inc., a management consulting company for leading automotive brands. Effective November 1, 2023, Joseph P.
Removed
McDonough was named Executive Vice President, General Counsel and Secretary and leads the Company’s global legal function in ethics and compliance, intellectual property and other general corporate legal matters. Ms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+2 added−3 removed2 unchanged
Biggest changeMachinery $ 100.00 $ 105.97 $ 88.70 $ 104.10 $ 149.31 $ 146.17 $ 173.69 $ 185.60 $ 263.65 $ 238.86 $ 255.39 New Peer Group $ 100.00 $ 106.28 $ 101.89 $ 109.29 $ 169.60 $ 168.47 $ 218.26 $ 238.88 $ 352.61 $ 288.34 $ 279.39 Old Peer Group $ 100.00 $ 105.03 $ 98.04 $ 104.53 $ 161.72 $ 158.16 $ 207.66 $ 231.78 $ 353.85 $ 299.04 $ 290.36 Source: Zack’s Investment Research Nordson Corporation 22 Table of Contents Common Share Repurchases (in whole shares) Total Number of Shares Repurchased (1) Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (2) Maximum Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) August 1, 2023 to August 31, 2023 85 $ 248.26 — $ 561,762 September 1, 2023 to September 30, 2023 8,171 $ 217.77 8,008 $ 560,018 October 1, 2023 to October 31, 2023 37,277 $ 215.18 37,277 $ 551,996 Total 45,533 45,285 (1) Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.
Biggest changeMachinery $ 100.00 $ 83.71 $ 98.24 $ 140.90 $ 137.93 $ 163.91 $ 175.15 $ 248.80 $ 225.40 $ 241.00 $ 308.20 Peer Group $ 100.00 $ 95.87 $ 102.83 $ 159.58 $ 158.52 $ 205.37 $ 224.76 $ 331.77 $ 271.31 $ 262.88 $ 328.27 Source: Zack’s Investment Research Nordson Corporation 24 Table of Contents Common Share Repurchases (in whole shares) Total Number of Shares Repurchased (1) Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (2) Maximum Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) August 1, 2024 to August 31, 2024 30 $ 243.34 — $ 523,798 September 1, 2024 to September 30, 2024 208 $ 260.01 — $ 523,798 October 1, 2024 to October 31, 2024 215 $ 260.35 — $ 523,798 Total 453 $ 259.07 — $ 523,798 (1) Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.
Performance Graph The following graph compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2013 in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our New Peer Group, which includes: AME, B, DCI, ENTG, GGG, GTLS, ICUI, IEX, ITT, KEYS, LECO, MKSI, NATI, TER, TFX, TRMB, VNT, WTS and WWD.
Performance Graph The following graph compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2014 in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our New Peer Group, which includes: AME, B, DCI, ENTG, GGG, GTLS, ICUI, IEX, ITT, KEYS, LECO, MKSI, NATI, TER, TFX, TRMB, VNT, WTS and WWD.
Shares purchased are treated as treasury shares until used for such purposes. The repurchase program will be funded using cash from operations and proceeds from borrowings under our credit facilities. The repurchase program does not have an expiration date. Nordson Corporation 23 Table of Contents
Shares purchased are treated as treasury shares until used for such purposes. The repurchase program will be funded using cash from operations and proceeds from borrowings under our credit facilities. The repurchase program does not have an expiration date. Nordson Corporation 25 Table of Contents
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Dividends Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN. As of November 30, 2023, there were 1,132 record shareholders.
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Dividends Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN. As of November 30, 2024, there were 1,088 record shareholders.
In September 2022, the board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares. Approximately $551,996 of the total $1,500,000 authorized remained available for share repurchases at October 31, 2023. Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock.
In September 2022, the board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares. Approximately $523,798 of the total $1,500,000 authorized remained available for share repurchases at October 31, 2024. Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock.
Removed
For 2023, the Company made changes to its peer group to add ICU Medical, Inc., Teleflex Incorporated and Vontier Corporation, because each had fallen inside of the parameters used to establish the peer group.
Added
Company/Market/Peer Group 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Nordson Corporation $ 100.00 $ 94.20 $ 134.16 $ 171.35 $ 167.44 $ 216.45 $ 269.38 $ 356.95 $ 318.97 $ 304.78 $ 359.20 S&P 500 Index $ 100.00 $ 105.20 $ 109.94 $ 135.93 $ 145.91 $ 166.81 $ 183.01 $ 261.55 $ 223.34 $ 245.99 $ 339.50 S&P MidCap 400 $ 100.00 $ 103.42 $ 109.89 $ 135.69 $ 137.08 $ 149.44 $ 147.72 $ 219.96 $ 194.58 $ 192.51 $ 256.02 S&P 500 Ind.
Removed
Company/Market/Peer Group 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Nordson Corporation $ 100.00 $ 107.27 $ 101.05 $ 143.92 $ 183.81 $ 179.62 $ 232.19 $ 288.97 $ 382.91 $ 342.16 $ 326.94 S&P 500 Index $ 100.00 $ 117.27 $ 123.37 $ 128.93 $ 159.40 $ 171.11 $ 195.62 $ 214.62 $ 306.72 $ 261.90 $ 288.47 S&P MidCap 400 $ 100.00 $ 111.65 $ 115.48 $ 122.70 $ 151.51 $ 153.05 $ 166.85 $ 164.93 $ 245.59 $ 217.25 $ 214.95 S&P 500 Ind.
Added
Machinery $ 100.00 $ 99.85 $ 114.01 $ 157.18 $ 145.03 $ 176.87 $ 194.00 $ 256.07 $ 222.32 $ 243.45 $ 331.68 S&P MidCap 400 Ind.
Removed
Machinery $ 100.00 $ 112.77 $ 112.60 $ 128.57 $ 177.25 $ 163.55 $ 199.45 $ 218.77 $ 288.76 $ 250.71 $ 274.53 S&P MidCap 400 Ind.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

39 edited+21 added−28 removed30 unchanged
Biggest changeThe all-cash ARAG acquisition of approximately €957,000, net of the repayment of approximately €30,300 of debt of the acquired companies, was funded using borrowings under the 364-Day Term Loan Facility and the Company's revolving credit facility.
Biggest changeThe 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.
In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made.
In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made.
These risks and uncertainties include, but are not limited to, U.S. and international economic conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions including the Company’s ability to complete and successfully integrate acquisitions, including the integration of the ARAG Group and CyberOptics; 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; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflicts in Europe and the Middle East, acts of terror, natural disasters and pandemics.
These risks and uncertainties include, but are not limited to, U.S. and international economic and political conditions; financial and market conditions; 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; 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; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflicts in Europe and the Middle East, acts of terror, natural disasters and pandemics.
Based on the results shown in the table below and based on our measurement date of August 1, 2023, our conclusion is that no goodwill was impaired in 2023. Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated fair values.
Based on the results shown in the table below and based on our measurement date of August 1, 2024, our conclusion is that no goodwill was impaired in 2024. Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated fair values.
Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. We test goodwill in accordance with Accounting Standards Codification ("ASC") 350. We did not record any goodwill impairment charges in 2023.
Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. We test goodwill in accordance with Accounting Standards Codification ("ASC") 350. We did not record any goodwill impairment charges in 2024.
For a discussion of other changes from the fiscal year ended October 31, 2022 to the fiscal year ended October 31, 2021, 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, 2022.
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.
We have 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, maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $850,000, maturing in June 2028.
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.
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 weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 6.08 percent at October 31, 2023 and 5.70 percent at October 31, 2022.
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 weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 5.27 percent at October 31, 2024 and 6.08 percent at October 31, 2023.
See Note 5 to the Consolidated Financial Statements for further details regarding the valuation methodologies used. Nordson Corporation 24 Table of Contents In 2023, 2022 and 2021, the results of our annual impairment tests indicated no impairment. The fair value ("FV") was compared to the carrying value ("CV") for each reporting unit.
See Note 5 to the Consolidated Financial Statements for further details regarding the valuation methodologies used. Nordson Corporation 26 Table of Contents In 2024, 2023 and 2022, the results of our annual impairment tests indicated no impairment. The fair value ("FV") was compared to the carrying value ("CV") for each reporting unit.
We use an independent valuation specialist to assist with refining our assumptions and methods used to determine fair values. To test for goodwill impairment, we estimate the fair value of each of our reporting units using a combination of the Income Approach and the Market Approach.
We use an independent valuation specialist to assist with refining our assumptions and methods used to determine fair values. To test for goodwill impairment, we estimate the fair value of each of our reporting units using a combination of the discounted cash flow method ("Income Approach") and the Market Approach.
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 2023, as compared with 2022, the United States dollar was generally stronger against foreign currencies.
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.
The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. For 2023, the WACC rates used ranged from 8.3 percent to 11.0 percent depending upon the reporting unit's size, end market volatility and projection risk.
The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. For 2024, the WACC rates used ranged from 8.0 percent to 9.0 percent depending upon the reporting unit's size, end market volatility and projection risk.
We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 6.40 percent and 5.75 percent in 2023 and 2022, respectively.
We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 6.50 percent and 6.40 percent in 2024 and 2023, respectively.
The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 3.92 percent and 4.30 percent at October 31, 2023 and October 31, 2022, respectively. Annual expense amounts are determined based on the discount rate used at the end of the prior year.
The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 3.96 percent and 3.92 percent at October 31, 2024 and October 31, 2023, respectively. Annual expense amounts are determined based on the discount rate used at the end of the prior year.
The discounted cash flow method ("Income Approach") uses assumptions for revenue growth, operating margin and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends.
The Income Approach uses assumptions for revenue growth, operating margin and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends.
These statements reflect management’s current expectations and involve a number of risks and uncertainties.
These forward-looking statements reflect management’s current expectations and involve a number of risks and uncertainties.
Results of Operations Below is a detailed discussion comparison of our results of operations for the fiscal years ended October 31, 2023 and October 31, 2022.
Results of Operations Below is a detailed comparison of our results of operations for the fiscal years ended October 31, 2024 and October 31, 2023.
We provide valuation allowances Nordson Corporation 25 Table of Contents 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.
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.
In anticipation of the acquisition, the Company entered into a €760,000 senior unsecured term loan facility with a group of banks in August 2023 (the “364-Day Term Loan Facility”).
In anticipation of the 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").
Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies.
Nordson Corporation 27 Table of Contents Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies.
If 2021 exchange rates had been in effect during 2022, sales would have been approximately $103,829 higher and third-party costs would have been approximately $68,788 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.
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.
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. In 2022, as compared with 2021, the United States dollar was generally 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.
The effect of a one percent change in the discount rate, expected return on assets and compensation increase is shown in the table below. Bracketed numbers represent decreases in expense and obligation amounts.
The effect of a one percent change in the discount rate, expected return on assets and compensation increase is shown in the table below.
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, 2023, we had $300,000 outstanding on the term loan facility and $248,000 outstanding on the revolving credit facility compared to no outstanding balance at October 31, 2022 under the old revolving credit facility.
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, 2024, we had $280,000 outstanding on the term loan facility and $240,000 outstanding on the revolving credit facility.
WACC Excess of FV over CV Goodwill Industrial Precision Solutions Segment - Adhesives 8.3% 697% $ 511,799 Industrial Precision Solutions Segment - Industrial Coating Systems 11.0% 678% $ 24,084 Advanced Technology Solutions Segment - Electronics Systems 9.0% 387% $ 27,534 Advanced Technology Solutions Segment - Test & Inspection 9.5% 168% $ 371,425 Medical and Fluid Solutions Segment - Fluid Management 9.0% 186% $ 1,175,938 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.
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 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.
(2) Refer to Note 10 to the Consolidated Financial Statements for further discussion. Nordson Corporation 28 Table of Contents (3) Pension and postretirement plan funding 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.
(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.
(4) Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are not recorded on our Consolidated Balance Sheet.
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 identifiable intangible assets consist primarily of $27,500 of tradenames (amortized over nine years), $31,000 of technology (amortized over five years), and $295,000 of customer relationships (amortized over twenty-two years). The financial results of the ARAG Group acquisition are not expected to have a material impact on our Consolidated Financial Statements.
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.
Primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash provided by operations and borrowings under our loan agreements.
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.
Any resulting differences are recorded in the period they become known. ARAG Group Acquisition On August 24, 2023, the Company completed the acquisition of the ARAG Group pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company and the Sellers.
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.
Other expense in 2023 was $597 compared to other income of $8,527 in 2022 . Included in other expense in 2023 w ere $7,742 in net foreign currency losses, which were largely offset by pension gains. Included in the prior year’s other income were $6,270 in foreign currency gains.
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.
As used throughout this annual report, geographic regions include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific and Europe. 2023 compared to 2022 Worldwide sales for 2023 were $2,628,632, an increase of 1.5 percent from 2022 sales of $2,590,278.
As used throughout this annual report, geographic regions include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific and Europe.
Income tax expense in 2023 was $127,846, or 20.8 percent of pre-tax income, as compared to $136,176, or 21.0 percent of pre-tax income in 2022 . The income tax provision for 2023 included a tax benefit of $4,286 due to our share-based payment transactions.
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.
United States 1% Point Increase 1% Point Decrease Discount rate: Effect on total net periodic pension cost in 2023 $ (1,698) $ 2,101 Effect on pension obligation as of October 31, 2023 $ (38,854) $ 47,913 Expected return on assets: Effect on total net periodic pension cost in 2023 $ (4,081) $ 4,081 Compensation increase: Effect on total net periodic pension cost in 2023 $ 2,480 $ (2,187) Effect on pension obligation as of October 31, 2023 $ 15,052 $ (13,644) Income taxes – Income taxes are estimated based on income for financial reporting purposes.
Bracketed numbers represent decreases in expense and obligation amounts. 1% Point Increase 1% Point Decrease Discount rate: Effect on total net periodic pension cost in 2024 $ (1,234) $ 3,137 Effect on pension obligation as of October 31, 2024 $ (46,287) $ 57,461 Expected return on assets: Effect on total net periodic pension cost in 2024 $ (4,094) $ 4,094 Compensation increase: Effect on total net periodic pension cost in 2024 $ 2,252 $ (2,006) Effect on pension obligation as of October 31, 2024 $ 17,371 $ (15,630) Income taxes – Income taxes are estimated based on income for financial reporting purposes.
Approximately 81 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of October 31, 2023. Nordson Corporation 27 Table of Contents Cash provided by operating activities was $641,282 in 2023, compared to $513,131 in 2022.
Approximately 81 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of October 31, 2024.
The organic sales decrease was driven by lower demand in electronics dispense product lines, partially offset by stronger demand in test and inspection product lines. Operating profit as a percentage of sales decreased to 17.6 percent in 2023 compared to 23.7 percent in 2022.
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.
This represented a 5.0 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 and acquisition-related expenses in 2023 compared to non-cash pension settlement charges in 2022.
Net Income Net income was $467,284, or $8.11 per diluted share, in 2024, compared to net income of $487,493, or $8.46 per diluted share, in 2023. This represented a 4.1 percent decrease in net income and a 4.1 percent decrease in diluted earnings per share.
Contractual and Other Material Cash Obligations The following table summarizes contractual and other material cash obligations as of October 31, 2023: Payments Due by Period Total Less than 1 Year 1-3 Years 4-5 Years After 5 Years Debt (1) $ 1,749,305 $ 115,662 $ 435,643 $ 648,000 $ 550,000 Interest payments on long-term debt (1) 416,926 58,526 160,695 81,884 115,821 Finance lease obligations (2) 18,349 4,918 6,055 1,633 5,743 Operating leases (2) 119,317 16,853 28,441 21,172 52,851 Contributions related to pension and postretirement benefits (3) 6,770 6,770 — — — Purchase obligations (4) 192,453 187,498 4,943 12 — Total obligations $ 2,503,120 $ 390,227 $ 635,777 $ 752,701 $ 724,415 (1) Refer to Note 9 to the Consolidated Financial Statements for further discussion.
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 1 Year 1-3 Years 4-5 Years After 5 Years Debt (1) $ 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.
Gross profit, expressed as a percentage of sales, decreased to 54.2 percent in 2023 from 55.1 percent in 2022. The 0.9 percentage point decrease in gross margin was primarily driven by incremental inventory step-up amortization related to acquisitions in 2023 of $8,862 and unfavorable foreign currency effects.
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.
Removed
ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying. ARAG operates as a division of our Industrial Precision Solutions segment.
Added
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.
Removed
The 364-Day Term Loan Facility was subsequentially paid off in September 2023 with the net proceeds of a senior notes offering (see Note 9 to the Consolidated Financial Statements for additional details). Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $694,900 and identifiable intangible assets of $353,500 were recorded.
Added
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.
Removed
The increase consisted of a 3.8 percent increase from acquisitions, partially offset by a 1.4 percent decline in organic sales and unfavorable currency translation effects that decreased sales by 0.9 percent. Sales outside the United States accounted for 66.2 percent of total sales in 2023, as compared to 66.8 percent in 2022.
Added
Consolidated Financial Results Consolidated financial results for the years ended October 31, 2024, 2023 and 2022 were as follows: Change Change (In thousands except for per-share amounts) 2024 from 2023 2023 from 2022 2022 Sales $ 2,689,921 2.3 % $ 2,628,632 1.5 % $ 2,590,278 Cost of sales 1,203,792 — % 1,203,227 3.4 % 1,163,742 Gross margin 1,486,129 4.3 % 1,425,405 (0.1) % 1,426,536 Gross margin % 55.2% 1.0 % 54.2% (0.9) % 55.1% Selling and administrative expenses 812,128 7.9 % 752,644 3.9 % 724,176 Operating profit 674,001 0.2 % 672,761 (4.2) % 702,360 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.
Removed
On a geographic basis, sales in the Americas region were $1,149,760, an increase of 4.8 percent from 2022, with organic sales increasing 2.0 percent, a 2.4 percent increase from acquisitions, and favorable currency effects of 0.4 percent.
Added
Plans — — (41,221) Other - net (4,509) 655.3 % (597) (107.0) % 8,527 Income before income taxes 585,481 (4.9) % 615,339 (5.2) % 649,279 Income tax expense 118,197 (7.5) % 127,846 (6.1) % 136,176 Net income $ 467,284 (4.1) % $ 487,493 (5.0) % $ 513,103 Nordson Corporation 28 Table of Contents Net Sales Net sales for the Industrial precision solutions (IPS), Medical and Fluid Solutions (MFS) and Advanced technology solutions (ATS) segments were as follows: Twelve Months Ended Variance - Increase (Decrease) Oct 31, 2024 % of Total Oct 31, 2023 % of Total Organic Acquisitions Currency Total IPS $ 1,484,249 55.2% $ 1,391,046 52.9% 0.1 % 6.6 % — % 6.7 % MFS 695,452 25.9% 660,316 25.1% (0.2) % 5.4 % 0.1 % 5.3 % ATS 510,220 19.0% 577,270 22.0% (11.4) % — % (0.2) % (11.6) % Total $ 2,689,921 $ 2,628,632 (2.5) % 4.8 % — % 2.3 % 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.
Removed
Sales in the Asia Pacific region were $796,196, a decrease of 6.1 percent from 2022, with organic sales decreasing 8.2 percent and unfavorable currency effects of 3.1 percent, partially offset by a 5.2 percent increase from acquisitions.
Added
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 Americas $ 1,178,626 43.8% $ 1,149,760 43.7% (1.9) % 4.3 % 0.1 % 2.5 % Europe 726,100 27.0% 682,676 26.0% (5.1) % 10.2 % 1.3 % 6.4 % Asia Pacific 785,195 29.2% 796,196 30.3% (1.0) % 1.0 % (1.4) % (1.4) % Total $ 2,689,921 $ 2,628,632 (2.5) % 4.8 % — % 2.3 % Sales outside the United States accounted for 66.6 percent of total sales in 2024, as compared to 66.2 percent in 2023.
Removed
Sales in Europe were $682,676, an increase of 5.7 percent from 2022, with organic sales increasing 1.4 percent, a 4.2 percent increase from acquisitions, and favorable currency effects of 0.1 percent. Cost of sales were $1,203,227 in 2023, up 3.4 percent from $1,163,742 in 2022.
Added
Operating Profit Operating profit for the IPS, MFS and ATS segments were as follows: 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.
Removed
Nordson Corporation 26 Table of Contents Selling and administrative expenses were $752,644 in 2023, up from $724,176 in 2022. The 3.9 percent increase was driven by a 8.3 percent increase due to the first-year effect of an acquisition, including acquisition costs, partially offset by lower base business costs and favorable currency translation effects which decreased costs by 5.3 percent.
Added
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.
Removed
Selling and administrative expenses as a percentage of sales increased slightly to 28.6 percent in 2023 from 28.0 percent in 2022. The 0.6 percentage point increase was primarily due to cost structure simplification actions taken in 2023. Operating profit as a percentage of sales decreased to 25.6 percent in 2023 compared to 27.1 percent in 2022.
Added
Interest and Other expenses Interest expense in 2024 was $88,924, an increase of $29,419, or 49.4 percent, from 2023 . The increase reflects higher average debt levels compared to the prior year due to funding of acquisitions. Other expense in 2024 was $4,509 compared to other expense of $597 in 2023 .
Removed
The 1.5 percent decrease in operating margin was primarily driven by inventory step-up amortization and other costs related to the first-year effect of acquisitions. Interest expense in 2023 was $59,505, an increase of $37,092, or 165.5 percent, from 2022 .
Added
Nordson Corporation 29 Table of Contents Income tax expense Income tax expense in 2024 was $118,197, or 20.2 percent of pre-tax income, as compared to $127,846, or 20.8 percent of pre-tax income in 2023 . The effective tax rate decreased 60 basis points primarily due to a decline in the impact of foreign tax rate variances.
Removed
The increase was due to higher average debt levels and higher average interest rates compared to the prior year primarily driven by acquisitions. During 2022, the Company recognized non-cash pension settlement charges of $41,221 related to the purchase of an annuity contract to relieve the Company of certain U.S. pension benefit obligations.
Added
The decrease of $0.35 per diluted share was primarily driven by higher interest expense in 2024 compared to 2023. 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.
Removed
Our income tax provision for 2022 included a tax benefit of $3,273 due to our share-based payment transactions. Net income was $487,493, or $8.46 per diluted share, in 2023, compared to net income of $513,103, or $8.81 per diluted share, in 2022.
Added
A comparison of cash flow changes from 2024 to 2023 as follows: Twelve Months Ended October 31, 2024 October 31, 2023 Increase (Decrease) Net Income and non-cash items $ 609,342 $ 615,496 $ (6,154) Changes in operating assets and liabilities (53,149) 25,786 (78,935) Net cash provided by operating activities 556,193 641,282 (85,089) Additions to property, plant and equipment (64,410) (34,583) (29,827) Acquisitions of businesses, net of cash acquired (789,996) (1,422,780) 632,784 Other - net 10,008 20,484 (10,476) Net cash used in investing activities (844,398) (1,436,879) 592,481 Issuance of long-term debt 464,353 976,043 (511,690) Repayment of finance lease obligations (6,148) (6,840) 692 Dividends paid (161,438) (150,356) (11,082) Issuance of common shares 31,067 21,373 9,694 Purchase of treasury shares (33,339) (89,708) 56,369 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.
Removed
Industrial Precision Solutions Sales of the Industrial Precision Solutions segment were $1,391,046 in 2023, an increase of 4.0 percent, from 2022 sales of $1,337,242. The increase was the result of an organic sales increase of 3.1 percent and an increase of 1.9 percent from acquisitions, partially offset by unfavorable currency effects of 1.0 percent.
Added
Additions to property, plant and equipment were largely driven by productivity and growth projects, including a new manufacturing facility.
Removed
Organic sales growth was generally strong across most product lines and regions. Operating profit as a percentage of sales increased to 33.1 percent in 2023 compared to 32.5 percent in 2022. The 0.6 percentage point improvement in operating margin was primarily the result of improved selling and administrative expense leverage due to increased sales volumes.
Added
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").
Removed
Medical and Fluid Solutions Sales of the Medical and Fluid Solutions segment were $660,316 in 2023, a decrease of 4.3 percent from 2022 sales of $690,177. The decrease was the result of an organic sales decrease of 3.7 percent and unfavorable currency effects that decreased sales by 0.6 percent.
Added
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. Nordson Corporation 30 Table of Contents Our operating performance, balance sheet position and financial ratios for 2024 remained strong.
Removed
The organic sales decrease was driven by lower demand for the medical fluid components and fluid solutions product lines, materially offset by continued strength in medical interventional solutions product lines. Operating profit as a percentage of sales decreased to 28.7 percent in 2023 compared to 31.5 percent in 2022.
Added
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.
Removed
The 2.8 percent percentage point decline in operating margin was principally driven by meaningful sales mix changes within medical product lines and related factory inefficiencies due to reduced volumes. Advanced Technology Solutions Sales of the Advanced Technology Solutions segment were $577,270 in 2023, an increase of 2.6 percent from 2022 sales of $562,859.
Added
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.
Removed
The increase consisted of a volume increase of 3.7 percent, inclusive of an organic sales decrease of 9.2 percent and a 12.9 percent increase from acquisitions, partially offset by unfavorable currency effects that decreased sales by 1.1 percent.
Added
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 .
Removed
The 6.1 percentage point decline in operating margin was primarily due to fees, severance, and non-cash inventory charges of $10,295 associated with the CyberOptics acquisition and factory inefficiencies due to reduced volumes. Liquidity and Capital Resources Cash and cash equivalents decreased $47,778 in 2023 to $115,679 as of October 31, 2023 compared to $163,457 as of October 31, 2022.
Added
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.
Removed
The primary sources were net income adjusted for non-cash income and expenses (consisting of depreciation and amortization, non-cash stock compensation, provision for losses on receivables, deferred income taxes, other non-cash expense, gain/loss on sale of property, plant and equipment, and non-cash pension settlement charges), which were $615,496 in 2023, compared to $676,200 in 2022.
Added
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.
Removed
Changes in working capital items used cash of $3,571 compared to $107,314 used in 2022 principally driven by decreases in receivables and inventory while cash provided by other operating items was $29,357 in 2023 compared to cash used of $55,755 in 2022. Cash used in investing activities was $1,436,879 in 2023, compared to $222,761 in 2022.
Added
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 Nordson Corporation 31 Table of Contents effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
Removed
In 2023, $1,422,780 in cash was used for acquisitions, utilizing borrowings and cash from operations, compared to $171,613 used in 2022. Capital expenditures were $34,583 in 2023 compared to $51,428 in 2022. Cash provided by financing activities was $750,512 in 2023, compared to $416,006 cash used in 2022.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed4 unchanged
Biggest changeAt October 31, 2023 2024 2025 2026 2027 2028 Thereafter Total Value Fair Value Annual repayments of long-term debt $110,643 $85,642 $50,000 $10,000 $390,000 $550,000 $1,196,285 $1,148,356 Average interest rate on total borrowings outstanding during the year 3.6% 3.7% 3.8% 3.2% 5.4% 5.7% 5.1% At October 31, 2022 2023 2024 2025 2026 2027 Thereafter Total Value Fair Value Annual repayments of long-term debt $130,643 $110,643 $85,642 $50,000 $10,000 $90,000 $476,928 $452,879 Average interest rate on total borrowings outstanding during the year 3.7% 3.8% 3.9% 4.0% 4.0% 4.1% 3.7% We also have variable-rate long-term debt.
Biggest changeAt October 31, 2024 2025 2026 2027 2028 2029 Thereafter Total Value Fair Value Annual repayments of long-term debt $85,643 $50,000 $10,000 $390,000 $620,000 $530,000 $1,685,643 $1,690,395 Average interest rate on total borrowings outstanding during the year 3.7% 3.8% 3.2% 5.4% 4.5% 5.7% 5.0% At October 31, 2023 2024 2025 2026 2027 2028 Thereafter Total Value Fair Value Annual repayments of long-term debt $110,643 $85,642 $50,000 $10,000 $390,000 $550,000 $1,196,285 $1,148,356 Average interest rate on total borrowings outstanding during the year 3.6% 3.7% 3.8% 3.2% 5.4% 5.7% 5.1% We also have variable-rate long-term debt.
Refer to Note 12 to the Consolidated Financial Statements for further discussion about our foreign currency transactions and the methods and assumptions used to record these transactions. A portion of our operations is financed with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates.
Refer to Note 11 to the Consolidated Financial Statements for further discussion about our foreign currency transactions and the methods and assumptions used to record these transactions. A portion of our operations is financed with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates.
The weighted average interest rate of this variable-rate debt wa s 6.26 pe rcent at October 31, 2023 and 1.74 percent at October 31, 2022. A one percent increase in interest rates would have resulted in additional interest expense of approximately $5,530 on the variable rate long-term debt in 2023. Nordson Corporation 30 Table of Contents
The weighted average interest rate of this variable-rate debt wa s 5.66 pe rcent at October 31, 2024 and 6.26 percent at October 31, 2023. As of October 31, 2024, a one percent increase in interest rates would result in additional annual interest expense of approximately $5,383 on the variable rate long-term debt. Nordson Corporation 33 Table of Contents

Other NDSN 10-K year-over-year comparisons