SEC Form 10-Q filed by Nordson Corporation

8/22/24 1:42:47 PM ET

Industrial Machinery/Components

Industrials

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ndsn-20240731

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-7977

____________________________________________________

NORDSON CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________________

Ohio

(State or other jurisdiction of incorporation or organization)

28601 Clemens Road

Westlake, Ohio

(Address of principal executive offices)

34-0590250

(I.R.S. Employer Identification No.)

44145

(Zip Code)

(440) 892-1580

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange
On Which Registered

Common Shares, without par value

NDSN

Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Shares, without par value as of August 20, 2024: 57,181,533

Table of Contents


PART I – FINANCIAL INFORMATION			3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)			3
Condensed Consolidated Statements of Income			3
Consolidated Statements of Comprehensive Income			4
Consolidated Balance Sheets			5
Consolidated Statements of Shareholders' Equity			6
Condensed Consolidated Statements of Cash Flows			8
Notes to Condensed Consolidated Financial Statements			9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			24
Overview			24
Critical Accounting Policies and Estimates			24
Results of Operations			24
Financial Condition			27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			28
ITEM 4. CONTROLS AND PROCEDURES			28

PART II – OTHER INFORMATION			29

ITEM 1. LEGAL PROCEEDINGS			29
ITEM 1A. RISK FACTORS			29
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			29
ITEM 5. OTHER INFORMATION			29
ITEM 6. EXHIBITS			31

SIGNATURE			32

Page 2


	Three Months Ended				Nine Months Ended
(In thousands, except for per share data)	July 31, 2024		July 31, 2023		July 31, 2024		July 31, 2023
Sales	$	661,604	$	648,677	$	1,945,439	$	1,909,319
Operating costs and expenses:
Cost of sales	292,603		288,357		862,134		868,007
Selling and administrative expenses	201,943		189,324		588,196		553,590

	494,546		477,681		1,450,330		1,421,597
Operating profit	167,058		170,996		495,109		487,722
Other income (expense):
Interest expense	(18,803)		(12,089)		(60,354)		(32,532)
Interest and investment income	1,027		603		3,625		1,628
Other income (expense) - net	152		2,542		(971)		(2,059)
	(17,624)		(8,944)		(57,700)		(32,963)
Income before income taxes	149,434		162,052		437,409		454,759
Income taxes	32,107		34,161		92,293		95,044
Net income	$	117,327	$	127,891	$	345,116	$	359,715
Average common shares	57,229		56,989		57,171		57,114
Incremental common shares attributable to equity compensation	395		541		449		543
Average common shares and common share equivalents	57,624		57,530		57,620		57,657
Basic earnings per share	$	2.05	$	2.24	$	6.04	$	6.30
Diluted earnings per share	$	2.04	$	2.22	$	5.99	$	6.24


	Three Months Ended				Nine Months Ended
(In thousands)	July 31, 2024		July 31, 2023		July 31, 2024		July 31, 2023
Net income	$	117,327	$	127,891	$	345,116	$	359,715
Components of other comprehensive income (loss):
Foreign currency translation adjustments	8,096		3,455		19,419		79,986

Pension and other postretirement plan adjustments, net of tax	(1,198)		(159)		(1,638)		(908)
Total other comprehensive income	6,898		3,296		17,781		79,078
Total comprehensive income	$	124,225	$	131,187	$	362,897	$	438,793


(In thousands)
Assets
Current assets:	July 31, 2024		October 31, 2023
Cash and cash equivalents	$	165,324	$	115,679
Receivables - net	538,541		590,886
Inventories - net	438,167		454,775
Prepaid expenses and other current assets	82,106		67,970

Total current assets	1,224,138		1,229,310
Goodwill	2,785,773		2,784,201
Intangible assets - net	628,764		672,744
Property, plant and equipment - net	401,415		392,846
Operating right of use lease assets	96,631		106,176
Deferred income taxes	20,408		16,022
Other assets	47,241		50,471
Total assets	$	5,204,370	$	5,251,770

Liabilities and shareholders' equity
Current liabilities:
Current maturities of long-term debt and notes payable	$	96,288	$	115,662
Accrued liabilities	204,796		199,588
Accounts payable	98,305		106,320
Customer advanced payments	62,339		93,389
Income taxes payable	34,085		45,359
Operating lease liability - current	17,136		16,853
Finance lease liability - current	5,318		4,918

Total current liabilities	518,267		582,089
Long-term debt	1,398,155		1,621,394
Operating lease liability - noncurrent	83,775		92,412
Deferred income taxes	205,309		210,637
Postretirement obligations	51,120		50,862
Pension obligations	42,520		40,425
Finance lease liability - noncurrent	12,454		11,670
Other long-term liabilities	39,012		44,221
Shareholders' equity:
Common shares	12,253		12,253
Capital in excess of stated value	708,070		668,097
Retained earnings	4,217,680		3,989,353
Accumulated other comprehensive loss	(178,660)		(196,441)
Common shares in treasury, at cost	(1,905,586)		(1,875,202)
Total shareholders' equity	2,853,757		2,598,060
Total liabilities and shareholders' equity	$	5,204,370	$	5,251,770


	Nine Months Ended July 31, 2024
(In thousands, except for share and per share data)	Common Shares		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Shares in Treasury, at cost		TOTAL
November 1, 2023	$	12,253	$	668,097	$	3,989,353	$	(196,441)	$	(1,875,202)	$	2,598,060
Shares issued under company stock and employee benefit plans	—		12,519		—		—		1,899		14,418
Stock-based compensation	—		4,659		—		—		—		4,659
Purchase of treasury shares	—		—		—		—		(7,371)		(7,371)
Dividends declared ($0.68 per share)	—		—		(38,855)		—		—		(38,855)
Net income	—		—		109,572		—		—		109,572

Other Comprehensive Income (Loss):
Foreign currency translation adjustments	—		—		—		43,943		—		43,943
Defined benefit pension and post-retirement plan adjustments	—		—		—		(459)		—		(459)
January 31, 2024	$	12,253	$	685,275	$	4,060,070	$	(152,957)	$	(1,880,674)	$	2,723,967
Shares issued under company stock and employee benefit plans	—		11,412		—		—		1,389		12,801
Stock-based compensation	—		5,384		—		—		—		5,384
Purchase of treasury shares	—		—		—		—		(556)		(556)
Dividends declared ($0.68 per share)	—		—		(38,941)		—		—		(38,941)
Net income	—		—		118,217		—		—		118,217
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	—		—		—		(32,620)		—		(32,620)

Defined benefit pension and post-retirement plan adjustments	—		—		—		19		—		19
April 30, 2024	$	12,253	$	702,071	$	4,139,346	$	(185,558)	$	(1,879,841)	$	2,788,271
Shares issued under company stock and employee benefit plans	—		1,490		—		—		433		1,923
Stock-based compensation	—		4,509		—		—		—		4,509
Purchase of treasury shares	—		—		—		—		(26,178)		(26,178)
Dividends declared ($0.68 per share)	—		—		(38,993)		—		—		(38,993)
Net income	—		—		117,327		—		—		117,327

Other Comprehensive Income (Loss):
Foreign currency translation adjustments	—		—		—		8,096		—		8,096

Defined benefit pension and post-retirement plan adjustments	—		—		—		(1,198)		—		(1,198)
July 31, 2024	$	12,253	$	708,070	$	4,217,680	$	(178,660)	$	(1,905,586)	$	2,853,757


	Nine Months Ended July 31, 2023
(In thousands, except for share and per share data)	Common Shares		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Shares in Treasury, at cost		TOTAL
November 1, 2022	$	12,253	$	626,697	$	3,652,216	$	(207,782)	$	(1,789,009)	$	2,294,375
Shares issued under company stock and employee benefit plans	—		7,032		—		—		1,775		8,807
Stock-based compensation	—		7,071		—		—		—		7,071
Purchase of treasury shares	—		—		—		—		(6,875)		(6,875)
Dividends declared ($0.65 per share)	—		—		(37,199)		—		—		(37,199)
Net income	—		—		104,261		—		—		104,261

Other Comprehensive Income (Loss):
Foreign currency translation adjustments	—		—		—		76,821		—		76,821
Defined benefit pension and post-retirement plan adjustments	—		—		—		(576)		—		(576)
January 31, 2023	$	12,253	$	640,800	$	3,719,278	$	(131,537)	$	(1,794,109)	$	2,446,685
Shares issued under company stock and employee benefit plans	—		2,632		—		—		369		3,001
Stock-based compensation	—		4,970		—		—		—		4,970
Purchase of treasury shares	—		—		—		—		(47,490)		(47,490)
Dividends declared ($0.65 per share)	—		—		(37,264)		—		—		(37,264)
Net income	—		—		127,563		—		—		127,563

Other Comprehensive Income (Loss):
Foreign currency translation adjustments	—		—		—		(290)		—		(290)

Defined benefit pension and post-retirement plan adjustments	—		—		—		(173)		—		(173)
April 30, 2023	$	12,253	$	648,402	$	3,809,577	$	(132,000)	$	(1,841,230)	$	2,497,002
Shares issued under company stock and employee benefit plans	—		5,958		—		—		683		6,641
Stock-based compensation	—		5,858		—		—		—		5,858
Purchase of treasury shares	—		—		—		—		(23,798)		(23,798)
Dividends declared ($0.65 per share)	—		—		(37,084)		—		—		(37,084)
Net income	—		—		127,891		—		—		127,891

Other Comprehensive Income (Loss):
Foreign currency translation adjustments	—		—		—		3,455		—		3,455
Defined benefit pension and post-retirement plan adjustments	—		—		—		(159)		—		(159)
July 31, 2023	$	12,253	$	660,218	$	3,900,384	$	(128,704)	$	(1,864,345)	$	2,579,806


(In thousands)	Nine Months Ended
Cash flows from operating activities:	July 31, 2024		July 31, 2023
Net income	$	345,116	$	359,715
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	99,646		80,637
Non-cash stock compensation	14,552		17,067
Deferred income taxes	(3,830)		(930)
Other non-cash expense	3,698		762
Loss on sale of property, plant and equipment	1,015		1,624
Changes in operating assets and liabilities and other	(385)		19,197


Net cash provided by operating activities	459,812		478,072
Cash flows from investing activities:
Additions to property, plant and equipment	(43,786)		(24,244)

Proceeds from sale of property, plant and equipment	63		91
Other	8,833		—
Acquisition of business, net of cash acquired	—		(377,843)
Net cash used in investing activities	(34,890)		(401,996)
Cash flows from financing activities:
Proceeds from issuance of debt	4,334		1,279,151
Repayment of debt	(248,689)		(1,205,195)
Repayment of finance lease obligations	(4,505)		(4,769)
Issuance of common shares in treasury	29,142		18,449
Purchase of treasury shares	(34,105)		(78,163)
Dividends paid	(116,789)		(111,547)
Net cash used in financing activities	(370,612)		(102,074)

Effect of exchange rate changes on cash	(4,665)		5,679
Increase (decrease) in cash and cash equivalents	49,645		(20,319)
Cash and cash equivalents at beginning of period	115,679		163,457
Cash and cash equivalents at end of period	$	165,324	$	143,138


	August 24, 2023
Cash	$	32,966
Receivables - net	31,081
Inventories - net	51,952
Goodwill	687,357
Intangibles	353,500
Other assets	55,993
Total Assets	$	1,212,849

Accounts payable	$	18,915
Deferred income taxes	100,097
Other liabilities	15,934
Total Liabilities	$	134,946


	November 3, 2022
Cash	$	40,890
Receivables - net	21,364
Inventories - net	33,639
Goodwill	285,330
Intangibles	58,600
Other assets	13,768
Total Assets	$	453,591

Accounts payable	$	8,109
Deferred income taxes	14,826
Other liabilities	11,923
Total Liabilities	$	34,858


	July 31, 2024		October 31, 2023
Finished goods	$	255,565	$	233,552
Raw materials and component parts	200,961		211,874
Work-in-process	65,462		86,474
	521,988		531,900
Obsolescence and other reserves	(83,821)		(77,125)

	$	438,167	$	454,775


	July 31, 2024		October 31, 2023
Land	$	15,280	$	15,792
Land improvements	5,099		5,019
Buildings	289,691		294,267
Machinery and equipment	577,723		549,291
Enterprise management system	53,385		52,939
Construction-in-progress	40,054		24,916
Leased property under finance leases	30,086		28,406
	1,011,318		970,630
Accumulated depreciation and amortization	(609,903)		(577,784)
	$	401,415	$	392,846


	Industrial Precision Solutions		Medical Fluid Systems		Advanced Technology Solutions		Total
Balance at October 31, 2023	$	1,208,996	$	1,173,858	$	401,347	$	2,784,201
Acquisitions	(7,543)		—		—		(7,543)
Currency effect	5,972		1,341		1,802		9,115
Balance at July 31, 2024	$	1,207,425	$	1,175,199	$	403,149	$	2,785,773


	July 31, 2024
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	811,392	$	327,906	$	483,486
Patent/technology costs	207,113		128,990		78,123
Trade name	126,820		59,861		66,959
Non-compete agreements	8,486		8,290		196
Other	421		421		—
Total	$	1,154,232	$	525,468	$	628,764

	October 31, 2023
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	794,706	$	287,585	$	507,121
Patent/technology costs	204,905		112,994		91,911
Trade name	125,692		52,488		73,204
Non-compete agreements	10,028		9,521		507
Other	182		181		1
Total	$	1,135,513	$	462,769	$	672,744


	U.S.				International
Three Months Ended	2024		2023		2024		2023
Service cost	$	2,507	$	2,744	$	231	$	281
Interest cost	4,752		4,176		688		642
Expected return on plan assets	(6,652)		(6,529)		(417)		(392)
Amortization of prior service credit	—		—		(2)		(13)
Amortization of net actuarial loss	—		—		7		20
Settlement loss	56		—		—		—
Total benefit cost	$	663	$	391	$	507	$	538



	U.S.				International
Nine Months Ended	2024		2023		2024		2023
Service cost	$	7,522	$	8,233	$	702	$	838
Interest cost	14,257		12,526		2,062		1,887
Expected return on plan assets	(19,958)		(19,587)		(1,250)		(1,151)
Amortization of prior service credit	—		—		(6)		(38)
Amortization of net actuarial loss	—		—		24		61
Settlement loss	56		—		—		—
Total benefit cost	$	1,877	$	1,172	$	1,532	$	1,597


	U.S.				International
Three Months Ended	2024		2023		2024		2023
Service cost	$	70	$	100	$	1	$	1
Interest cost	754		766		3		3

Amortization of net actuarial gain	(147)		—		(14)		(16)
Total benefit cost (income)	$	677	$	866	$	(10)	$	(12)


	U.S.				International
Nine Months Ended	2024		2023		2024		2023
Service cost	$	211	$	299	$	4	$	4
Interest cost	2,262		2,297		10		8

Amortization of net actuarial gain	(443)		—		(43)		(47)
Total benefit cost (income)	$	2,030	$	2,596	$	(29)	$	(35)


	Cumulative translation adjustments		Pension and postretirement benefit plan adjustments		Accumulated other comprehensive income (loss)
Balance at October 31, 2023	$	(133,280)	$	(63,161)	$	(196,441)
Pension and other postretirement plan adjustments, net of tax of $250	—		(1,638)		(1,638)
Foreign currency translation adjustments (a)	19,419		—		19,419

Balance at July 31, 2024	$	(113,861)	$	(64,799)	$	(178,660)


	Number of Options	Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted Average Remaining Term
Outstanding at October 31, 2023	1,062	$	152.41
Granted	61	238.35
Exercised	(243)	122.43
Forfeited or expired	(7)	229.00
Outstanding at July 31, 2024	873	$	166.21	$	74,716	4.9 years
Expected to vest	164	$	239.41	$	2,428	8.0 years
Exercisable at July 31, 2024	707	$	149.00	$	72,263	4.2 years


	Number of Units	Weighted-Average Grant Date Fair Value
Restricted share units at October 31, 2023	69	$	236.28
Granted	39	234.74
Forfeited	(5)	241.30
Vested	(31)	233.05
Restricted share units at July 31, 2024	72	$	236.37


	Number of Shares	Weighted-Average Grant Date Fair Value
Outstanding at October 31, 2023	78	$	93.11
Dividend equivalents	1	249.14
Distributions	(14)	54.21
Outstanding at July 31, 2024	65	$	103.73


	July 31, 2024		July 31, 2023
Beginning balance at October 31	$	14,401	$	11,723
Accruals for warranties	10,841		14,938
Warranty payments	(11,279)		(12,939)
Currency effect	(209)		566
Ending balance	$	13,754	$	14,288


Three Months Ended	Industrial Precision Solutions		Medical and Fluid Solutions		Advanced Technology Solutions		Corporate		Total
July 31, 2024
Net external sales	$	370,561	$	166,737	$	124,306	$	—	$	661,604
Operating profit (loss)	118,110		48,374		22,945		(22,371)		167,058
July 31, 2023
Net external sales	$	338,257	$	170,871	$	139,549	$	—	$	648,677
Operating profit (loss)	115,346		54,019		27,083		(25,452)		170,996

Nine Months Ended
July 31, 2024
Net external sales	$	1,092,099	$	495,229	$	358,111	$	—	$	1,945,439
Operating profit (loss)	344,305		143,467		60,767		(53,430)		495,109
July 31, 2023
Net external sales	$	985,610	$	491,683	$	432,026	$	—	$	1,909,319
Operating profit (loss)	329,439		141,326		70,136		(53,179)		487,722


July 31, 2024	Total		Level 1		Level 2		Level 3
Assets:
Foreign currency forward contracts (a)	$	4,308	$	—	$	4,308	$	—
Net investment contracts (b)	5,834		—		5,834		—
Total assets at fair value	$	10,142	$	—	$	10,142	$	—

Liabilities:
Deferred compensation plans (c)	$	9,513	$	—	$	9,513	$	—
Foreign currency forward contracts (a)	5,414		—		5,414		—
Net investment contracts (b)	17,100		—		17,100		—
Total liabilities at fair value	$	32,027	$	—	$	32,027	$	—


	July 31, 2024
	Carrying Amount		Fair Value
Long-term debt (including current portion)	$	1,483,798	$	1,530,217


July 31, 2024 contract amounts:	Notional Sell Amounts		Notional Buy Amounts
Euro	$	124,144	$	144,557
British pound	17,187		138,240
Japanese yen	18,113		26,580
Mexican Peso	50		32,714
Hong Kong dollar	—		1,942
Singapore dollar	2,391		22,735
Australian dollar	—		9,630
Taiwan Dollar	—		8,000
Others	3,425		71,755
Total	$	165,310	$	456,153

July 31, 2023 contract amounts:	Notional Sell Amounts		Notional Buy Amounts
Euro	$	95,064	$	194,850
British pound	20,489		132,956
Mexican Peso	3,227		28,158
Japanese yen	23,195		17,908
Hong Kong dollar	2,080		7,265
Singapore dollar	60		19,817
Australian dollar	—		9,236
Taiwan Dollar	—		8,000
Others	2,602		71,830
Total	$	146,717	$	490,020


	July 31, 2024		October 31, 2023
Notes Payable	$	10,644	$	5,019
Revolving credit agreement, due 2028	130,000		248,000
Term loan due 2026	280,000		300,000
Senior notes, due 2025	8,500		32,000
Senior notes, due 2025-2027	37,143		54,286
Senior notes, due 2025-2030	190,000		260,000

5.600% Notes due 2028	350,000		350,000
5.800% Notes due 2033	500,000		500,000

	1,506,287		1,749,305
Less current maturities	96,288		115,662
Less unamortized debt issuance costs	10,487		10,773
Less bond discounts	1,357		1,476
Long-term maturities	$	1,398,155	$	1,621,394

SEC Form 10-Q filed by Nordson Corporation

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EVP, GC, and Secretary Mcdonough Jennifer L sold $59,011 worth of NDSN (225 units at $262.27) and covered exercise/tax liability with 195 units of NDSN, decreasing direct ownership by 11% to 3,287 units (SEC Form 4)

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SEC Form SC 13G/A filed by Nordson Corporation (Amendment)

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SEC Form SC 13G/A filed by Nordson Corporation (Amendment)

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Financials


(In whole shares)	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
May 1, 2024 to May 31, 2024	200	$	260.10	—	$	548,800
June 1, 2024 to June 30, 2024	86,343	$	231.09	86,343	$	528,847
July 1, 2024 to July 31, 2024	21,944	$	230.09	21,944	$	523,798
Total	108,487	$	230.94	108,287	$	523,798


2.1			Agreement and Plan of Merger, dated as of May 28, 2024, by and among Nordson Corporation, Alpha Medical Merger Sub, Inc. and Atrion Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-K dated May 28, 2024)**
2.2			Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Montclair Harbour LLC, David A. Battat and Emile A. Battat (incorporated herein by reference to Exhibit 2.2 to Registrant’s Form 8-K dated May 28, 2024)
2.3			Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Stupp Bros., Inc. and John P. Stupp Jr. (incorporated herein by reference to Exhibit 2.3 to Registrant’s Form 8-K dated May 28, 2024)
4.1			364-Day Term Loan Agreement, dated as of June 21, 2024, by and among Nordson Corporation, as Borrower, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated June 24, 2024)
4.2			Incremental Amendment to Credit Agreement, dated as of June 21, 2024, by and among Nordson Corporation as Borrower, Nordson Engineering GmbH as German Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.2 to Registrant’s Form 8-K dated June 24, 2024)
31.1			Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101			The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended July 31, 2024 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three and nine months ended July 31, 2024 and 2023, (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended July 31, 2024 and 2023, (iii) the Consolidated Balance Sheets at July 31, 2024 and October 31, 2023, (iv) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended July 31, 2024 and 2023, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2024 and 2023, and (vi) the Notes to Condensed Consolidated Financial Statements.
104			The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2024, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101).


Date: August 22, 2024			Nordson Corporation

			/s/ Stephen Shamrock
			Stephen Shamrock
			Chief Accounting Officer

Date	Price Target	Rating	Analyst
2/26/2024		Overweight → Sector Weight	KeyBanc Capital Markets
10/5/2023	$275.00	Outperform	Exane BNP Paribas
9/26/2023	$260.00 → $240.00	Buy → Hold	Jefferies
2/22/2023	$255.00	Sector Weight → Overweight	KeyBanc Capital Markets
3/30/2022	$250.00	Hold	Loop Capital
1/10/2022	$280.00 → $310.00	Overweight	Wells Fargo
12/17/2021	$230.00 → $270.00	Equal-Weight	Morgan Stanley
10/19/2021	$270.00 → $280.00	Overweight	Wells Fargo