8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2024

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio	000-07977	34-0590250
(State or Other<br><br>Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification Number)		28601 Clemens Road<br><br>Westlake, Ohio 44145<br><br>(Address of Principal Executive<br><br>Offices, including Zip Code)
---

Registrant’s Telephone Number, including Area Code: 440-892-1580

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange<br>On Which Registered
Common Shares, without par value	NDSN	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02.    Results of Operations and Financial Condition.

On December 11, 2024, Nordson Corporation issued a press release relating to its results of operations for the fourth quarter and full fiscal year 2024.  A copy is attached as Exhibit 99.1.

Item 7.01.    Regulation FD Disclosure.

Nordson Corporation will provide additional commentary on fourth quarter and full year fiscal 2024 results and outlook during a webcast on Thursday, December 12, 2024 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. For persons unable to listen to the live broadcast, a replay will be available after the event.

As provided in General Instruction B.2 of Form 8-K, the information contained in Items 2.02 and 7.01 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.(d) Exhibits.

(d) Exhibits.

99.1	Press release of Nordson Corporation dated December 11, 2024.
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		NORDSON CORPORATION
Date:	December 11, 2024	By:	/s/ Stephen Shamrock
			Stephen Shamrock
			Chief Accounting Officer

Document

Nordson Corporation Reports Fourth Quarter and Fiscal Year 2024 Results

Fourth Quarter:

•Sales were $744 million, a 4% increase over prior year

•Earnings per diluted share were $2.12

•Adjusted earnings per diluted share were $2.78

•Atrion Medical acquisition integration progressing well

Full Year:

•Record sales of $2.7 billion, reflecting 2% growth over last year’s record sales

•Earnings per diluted share were $8.11

•EBITDA was a record $849 million, up 4% over prior year and 32% of sales

•Adjusted earnings per diluted share were $9.73

Fiscal 2025 Guidance:

•Fiscal 2025 forecasted sales range between $2,750 to $2,870 million and adjusted earnings in the range of $9.70 to $10.50

WESTLAKE, Ohio--(BUSINESS WIRE)--December 11, 2024--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal fourth quarter ended October 31, 2024. Sales were $744 million, a 4% increase compared to the prior year’s fourth quarter sales of $719 million. The increase in fourth quarter 2024 sales included the favorable 6% impact of acquisitions and favorable currency translation of 1%, offset by an organic sales decrease of 3%.

Net income was $122 million, or earnings per diluted share of $2.12, compared to prior year’s fourth quarter net income of $128 million, or earnings per diluted share of $2.22. Adjusted net income was $160 million, an increase from prior year adjusted net income of $156 million. Fourth quarter 2024 adjusted earnings per diluted share were $2.78 compared to prior year adjusted earnings per diluted share of $2.71.

EBITDA in the fourth quarter was $241 million, or 32% of sales, an increase of 4% compared to prior year EBITDA of $227 million, also at 32% of sales.

Commenting on the Company’s fiscal 2024 fourth quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “I appreciate our team’s focus and commitment to our customers, which delivered results above our fourth quarter guidance expectations. Our Advanced Technology Solutions segment delivered year-over-year fourth quarter sales growth, as electronics demand continued to steadily improve at fiscal year-end. During the down electronics cycle, our ATS team holistically implemented the NBS Next growth framework, making them responsive to the needs of our customers while also delivering a strong incremental operating performance. Our industrial product lines performed well against record comparisons from prior year. I’m also pleased with the early integration of our Atrion Medical acquisition, which contributed positively to the quarter.”

Fourth Quarter Segment Results

Industrial Precision Solutions sales of $392 million decreased 3% compared to the prior year fourth quarter, driven by a 5% organic sales decrease, a favorable acquisition impact of 1%, and a favorable currency impact of 1%. The organic sales decrease, following record organic sales in prior year fourth quarter, was driven by our industrial coatings, polymer processing and precision agriculture product lines, partially offset by double-digit growth in nonwovens product lines. Operating profit was $126 million in the quarter, or 32% of sales, a decrease of 4% compared to the prior year operating profit. The decrease in operating profit was driven by lower sales. EBITDA in the quarter was $143 million, or 37% of sales, a 3% decrease from the prior year fourth quarter EBITDA of $148 million, which also was 37% of sales.

Medical and Fluid Solutions sales of $200 million increased 19% compared to the prior year fourth quarter, driven primarily by the acquisition of Atrion, which offset an organic sales decrease of 3% and a favorable currency impact of 1%. The organic sales decrease was driven by softness in medical interventional solutions product lines, partially offset by modest growth in our medical fluid components and fluid solutions product lines. Operating profit totaled $44 million in the quarter, or 22% of sales,

a decrease of 8% compared to the prior year operating profit. EBITDA in the quarter was $72 million, or 36% of sales, an increase versus the prior year fourth quarter EBITDA of $62 million, or 37% of sales.

Advanced Technology Solutions sales of $152 million increased 5% compared to the prior year fourth quarter, driven by an organic sales increase of 4% and a favorable currency impact of 1%. The organic sales increase was driven by double-digit growth in select test and inspection product lines and modest growth in our electronics processing product lines. Operating profit totaled $33 million in the quarter, or 22% of sales, an increase of 6% compared to the prior year operating profit due to higher sales and improved profit margins. EBITDA in the quarter was $41 million, or 27% of sales, an increase from the prior year fourth quarter EBITDA of $35 million, or 24% of sales.

Fiscal 2024 Full Year Results

Sales for the fiscal year ended October 31, 2024, were a record $2.7 billion, an increase of 2% compared to the prior year. This sales growth was driven by a favorable acquisition impact of 5%, partially offset by a 3% decrease in organic volume.

Net income was $467 million, or earnings per diluted share of $8.11, compared to prior year’s net income of $487 million, or earnings per diluted share of $8.46. Adjusted net income was $561 million, a decrease from prior year adjusted net income of $567 million. Adjusted earnings per diluted share were $9.73 compared to prior year adjusted earnings per diluted share of $9.85.

EBITDA was $849 million, or 32% of sales, compared to prior year EBITDA of $819 million, or 31% of sales. Free cash flow for the full-year was $492 million, which was a conversion rate of 105% of net income.

Reflecting on fiscal 2024, Mr. Nagarajan continued, “In 2021, we launched our Ascend strategy with the milestone of achieving $3 billion in annual sales and greater than 30% EBITDA margins by 2025. The strategy is delivering results and has ample runway to accelerate. Our diversified portfolio, built on our leadership in niche end markets with differentiated products, is delivering balanced results in the ever-changing macro environment. Our acquisition strategy is generating growth, and I am pleased with the integration and deployment of the NBS Next growth framework. We also continued to generate strong free cash flow in the year, allowing us to consistently reinvest in the business while returning cash to our shareholders.”

Outlook

Following four consecutive years of record-setting performance, we enter fiscal 2025 with approximately $580 million in backlog.

Based on the combination of order entry, backlog, current exchange rates and anticipated end market expectations, we anticipate delivering sales in the range of $2,750 to $2,870 million in fiscal 2025. Full year fiscal 2025 adjusted earnings are forecasted in the range of $9.70 to $10.50 per diluted share.

First quarter fiscal 2025 sales are forecasted in the range of $615 to $655 million with adjusted earnings in the range of $1.95 to $2.15 per diluted share.

Commenting on fiscal 2025 guidance, Nagarajan said, “Considering the evolving global macro-environment, we are entering 2025 with a conservative viewpoint. The fiscal first quarter is seasonally Nordson’s weakest quarter due to the holiday and calendar year-end slowdowns and cautious customer spending. While we remain confident about the long-term growth drivers of our end markets, we are being prudent about our expectations for end market recovery timing, particularly for our electronics and agricultural product lines. Even in uncertain times, our team delivers operational excellence and strong cash flow due to our close-to-the-customer business model, diversified niche end markets, differentiated products and the NBS Next growth framework.”

Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, December 12, 2024 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. Information about Nordson’s investor relations and shareholder services is available from Lara Mahoney, vice president, investor relations and corporate communications at (440) 204-9985 or lara.mahoney@nordson.com.

Certain statements contained in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” or the negative of these terms or comparable terminology. These statements reflect management’s current expectations and involve a number of risks and uncertainties. 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 successfully integrate acquisitions; 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 conflict between Russia and Ukraine, acts of terror, natural disasters and pandemics, including the recent coronavirus (COVID-19) pandemic and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recently filed Annual Report on Form 10-K and in its Forms 10-Q filed with the Securities and Exchange Commission, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement in this press release.

Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com, linkedin/Nordson, or www.facebook.com/nordson.

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(Dollars in thousands except for per-share amounts)

	Three Months Ended						Twelve Months Ended
	October 31, 2024			October 31, 2023			October 31, 2024			October 31, 2023
Sales	$	744,482		$	719,313		$	2,689,921		$	2,628,632
Cost of sales	341,658			335,220			1,203,792			1,203,227
Gross profit	402,824			384,093			1,486,129			1,425,405
Gross margin %	54.1		%	53.4		%	55.2		%	54.2		%
Selling & administrative expenses	223,932			199,054			812,128			752,644
Operating profit	178,892			185,039			674,001			672,761
Interest expense - net	(27,282)			(25,921)			(84,011)			(56,825)
Other income (expense) - net	(3,538)			1,462			(4,509)			(597)
Income before income taxes	148,072			160,580			585,481			615,339
Income taxes	25,904			32,802			118,197			127,846
Net Income	$	122,168		$	127,778		$	467,284		$	487,493
Weighted-average common shares outstanding:
Basic	57,188			57,020			57,176			57,090
Diluted	57,603			57,552			57,616			57,631
Earnings per share:
Basic earnings	$	2.14		$	2.24		$	8.17		$	8.54
Diluted earnings	$	2.12		$	2.22		$	8.11		$	8.46

NORDSON CORPORATION

CONSOLIDATED BALANCE SHEET (Unaudited)

(Dollars in thousands)

	October 31, 2024		October 31, 2023
Cash and cash equivalents	$	115,952	$	115,679
Receivables - net	594,663		590,886
Inventories - net	476,935		454,775
Other current assets	87,482		67,970
Total current assets	1,275,032		1,229,310
Property, plant & equipment - net	544,607		392,846
Goodwill	3,280,819		2,784,201
Other assets	900,508		845,413
	$	6,000,966	$	5,251,770
Notes payable and debt due within one year	$	103,928	$	115,662
Accounts payable and accrued liabilities	424,549		466,427
Total current liabilities	528,477		582,089
Long-term debt	2,101,197		1,621,394
Other liabilities	439,100		450,227
Total shareholders' equity	2,932,192		2,598,060
	$	6,000,966	$	5,251,770

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollars in thousands)

	Twelve Months Ended
	October 31, 2024		October 31, 2023
Cash flows from operating activities:
Net Income	$	467,284	$	487,493
Depreciation and amortization	136,175		111,898
Other non-cash items	5,883		16,105
Changes in operating assets and liabilities and other	(53,149)		25,786
Net cash provided by operating activities	556,193		641,282
Cash flows from investing activities:
Additions to property, plant and equipment	(64,410)		(34,583)
Acquisitions of businesses, net of cash acquired	(789,996)		(1,422,780)
Other - net	10,008		20,484
Net cash used in investing activities	(844,398)		(1,436,879)
Cash flows from financing activities:
Issuance (repayment) of long-term debt	464,353		976,043
Repayment of finance lease obligations	(6,148)		(6,840)
Dividends paid	(161,438)		(150,356)
Issuance of common shares	31,067		21,373
Purchase of treasury shares	(33,339)		(89,708)
Net cash provided by financing activities	294,495		750,512
Effect of exchange rate change on cash	(6,017)		(2,693)
Net change in cash and cash equivalents	273		(47,778)
Cash and cash equivalents:
Beginning of period	115,679		163,457
End of period	$	115,952	$	115,679

NORDSON CORPORATION

SALES BY GEOGRAPHIC SEGMENT (Unaudited)

(Dollars in thousands)

	Three Months Ended				Sales Variance
	October 31, 2024		October 31, 2023		Organic		Acquisitions		Currency		Total
SALES BY SEGMENT
Industrial precision solutions	$	392,150	$	405,436	(5.5)	%	1.2	%	1.0	%	(3.3)	%
Medical and fluid solutions	200,223		168,632		(3.2)	%	21.4	%	0.5	%	18.7	%
Advanced technology solutions	152,109		145,245		3.9	%	—	%	0.8	%	4.7	%
Total sales	$	744,482	$	719,313	(3.0)	%	5.7	%	0.8	%	3.5	%
SALES BY GEOGRAPHIC REGION
Americas	323,170		315,635		(6.0)	%	8.9	%	(0.5)	%	2.4	%
Europe	185,350		184,297		(6.6)	%	4.6	%	2.6	%	0.6	%
Asia Pacific	235,962		219,381		4.2	%	2.0	%	1.4	%	7.6	%
Total sales	$	744,482	$	719,313	(3.0)	%	5.7	%	0.8	%	3.5	%
	Twelve Months Ended				Sales Variance
	October 31, 2024		October 31, 2023		Organic		Acquisitions		Currency		Total
SALES BY SEGMENT
Industrial precision solutions	$	1,484,249	$	1,391,046	0.1	%	6.6	%	—	%	6.7	%
Medical and fluid solutions	695,452		660,316		(0.2)	%	5.4	%	0.1	%	5.3	%
Advanced technology solutions	510,220		577,270		(11.4)	%	—	%	(0.2)	%	(11.6)	%
Total sales	$	2,689,921	$	2,628,632	(2.5)	%	4.8	%	—	%	2.3	%
SALES BY GEOGRAPHIC REGION
Americas	1,178,626		1,149,760		(1.9)	%	4.3	%	0.1	%	2.5	%
Europe	726,100		682,676		(5.1)	%	10.2	%	1.3	%	6.4	%
Asia Pacific	785,195		796,196		(1.0)	%	1.0	%	(1.4)	%	(1.4)	%
Total sales	$	2,689,921	$	2,628,632	(2.5)	%	4.8	%	—	%	2.3	%

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - NET INCOME TO EBITDA (Unaudited)

(Dollars in thousands)

	Three Months Ended		Twelve Months Ended
	October 31, 2024	October 31, 2023	October 31, 2024	October 31, 2023
Net income	122,168	127,778	467,284	487,493
Income taxes	25,904	32,802	118,197	127,846
Interest expense - net	27,282	25,921	84,011	56,825
Other expense - net	3,538	(1,462)	4,509	597
Depreciation and amortization	36,528	31,261	136,175	111,898
Inventory step-up amortization (1)	4,759	4,556	7,703	8,862
Severance and other (1)	12,717	—	17,332	5,487
Acquisition-related costs (1)	8,200	6,244	13,957	19,966
EBITDA (non-GAAP) (2)	241,096	227,100	849,168	818,974

(1) Represents severance as well as fees and non-cash inventory charges associated with acquisitions.

(2) EBITDA is a non-GAAP measure used by management to evaluate the Company's ongoing operations. EBITDA is defined as operating profit plus certain adjustments, such as severance, fees and non-cash inventory charges associated with acquisitions, plus depreciation and amortization.

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - EBITDA (Unaudited)

(Dollars in thousands)

	Three Months Ended								Twelve Months Ended
	October 31, 2024				October 31, 2023				October 31, 2024				October 31, 2023
SALES BY SEGMENT
Industrial precision solutions	$	392,150			$	405,436			$	1,484,249			$	1,391,046
Medical and fluid solutions	200,223				168,632				695,452				660,316
Advanced technology solutions	152,109				145,245				510,220				577,270
Total sales	$	744,482			$	719,313			$	2,689,921			$	2,628,632
OPERATING PROFIT
Industrial precision solutions	$	126,254			$	131,450			$	470,559			$	460,889
Medical and fluid solutions	44,264				48,041				187,731				189,367
Advanced technology solutions	33,464				31,526				94,231				101,662
Corporate	(25,090)				(25,978)				(78,520)				(79,157)
Total operating profit	$	178,892			$	185,039			$	674,001			$	672,761
OPERATING PROFIT ADJUSTMENTS (1)
Industrial precision solutions	$	2,899			$	4,658			$	8,976			$	4,658
Medical and fluid solutions	10,761				—				10,761				1,479
Advanced technology solutions	3,816				—				5,895				14,304
Corporate	8,200				6,142				13,360				13,874
Total adjustments	$	25,676			$	10,800			$	38,992			$	34,315
DEPRECIATION & AMORTIZATION
Industrial precision solutions	$	14,035			$	12,062			$	56,856			$	33,228
Medical and fluid solutions	17,239				13,547				58,061				54,988
Advanced technology solutions	3,340				3,529				13,433				15,185
Corporate	1,914				2,123				7,825				8,497
Total depreciation & amortization	$	36,528			$	31,261			$	136,175			$	111,898
EBITDA (NON-GAAP) (2)
Industrial precision solutions	$	143,188	37	%	$	148,170	37	%	$	536,391	36	%	$	498,775	36	%
Medical and fluid solutions	72,264		36	%	61,588		37	%	256,553		37	%	245,834		37	%
Advanced technology solutions	40,620		27	%	35,055		24	%	113,559		22	%	131,151		23	%
Corporate	(14,976)				(17,713)				(57,335)				(56,786)
Total EBITDA	$	241,096	32	%	$	227,100	32	%	$	849,168	32	%	$	818,974	31	%

(1) Represents severance as well as fees and non-cash inventory charges associated with acquisitions.

(2) EBITDA is a non-GAAP measure used by management to evaluate the Company's ongoing operations. EBITDA is defined as operating profit plus certain adjustments, such as severance, fees and non-cash inventory charges associated with acquisitions, plus depreciation and amortization.

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - ADJUSTED NET INCOME AND EARNINGS PER SHARE (Unaudited)

(Dollars in thousands)

	Three Months Ended				Twelve Months Ended
	October 31, 2024		October 31, 2023		October 31, 2024		October 31, 2023
GAAP AS REPORTED
Operating profit	$	178,892	$	185,039	$	674,001	$	672,761
Other / interest expense - net	(30,820)		(24,459)		(88,520)		(57,422)
Net income	122,168		127,778		467,284		487,493
Diluted earnings per share	$	2.12	$	2.22	$	8.11	$	8.46
Shares outstanding - diluted	57,603		57,552		57,616		57,631
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization	$	4,759	$	4,556	$	7,703	$	8,862
Severance and other	12,717		—		17,332		5,487
Acquisition costs	8,200		6,244		13,957		19,966
ACQUISITION AMORTIZATION OF INTANGIBLES	$	19,560	$	17,880	$	76,972	$	59,719
INTEREST	908		6,817		908		6,817
Total adjustments	$	46,144	$	35,497	$	116,872	$	100,851
Adjustments net of tax	$	38,071	$	28,247	$	93,278	$	79,898
EPS effect of adjustments and other discrete tax items	$	0.66	$	0.49	$	1.62	$	1.39
NON-GAAP MEASURES-ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
Adjusted net income (1)	$	160,239	$	156,025	$	560,562	$	567,391
Adjusted earnings per share (2)	$	2.78	$	2.71	$	9.73	$	9.85

(1) Adjusted net income is a non-GAAP measure defined as net income plus tax effected adjustments and other discrete tax items.

(2) Adjusted earnings per share is a non-GAAP measure defined as GAAP EPS adjusted for tax effected adjustments and other discrete tax items.

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - OPERATING CASH FLOW TO FREE CASH FLOW (Unaudited)

(Dollars in thousands)

	Year to Date
	October 31, 2024			July 31, 2024		April 30, 2024		January 31, 2024
Net cash provided by operating activities	$	556,193		$	459,812	$	294,964	$	172,356
Additions to property, plant and equipment	(64,410)			(43,786)		(21,907)		(7,530)
Free Cash Flow - Year to Date (1)	491,783			416,026		273,057		164,826
Free Cash Flow - Quarter to Date (2)	75,757			142,969		108,231		164,826
Net Income - Year to Date	$	467,284
Free Cash Flow Conversion (3)	105		%
	Year to Date
	October 31, 2023			July 31, 2023		April 30, 2023		January 31, 2023
Net cash provided by operating activities	$	641,282		$	478,072	$	287,905	$	123,337
Additions to property, plant and equipment	(34,583)			(24,244)		(15,349)		(9,302)
Free Cash Flow (1)	606,699			453,828		272,556		114,035
Free Cash Flow - Quarter to Date (2)	152,871			181,272		158,521		114,035

(1) Free Cash Flow - Year to Date is a non-GAAP measure used by management to evaluate the Company's ongoing operations and is defined as Net cash provided by operating activities minus Additions to property, plant and equipment.

(2) Free Cash Flow - Quarter to Date is a non-GAAP measure used by management to evaluate the Company's ongoing operations and is equal to Free Cash Flow - Year to Date less prior period Free Cash Flow - Year to Date.

(3) Free Cash Flow Conversion - Year to Date is a non-GAAP measure used by management to evaluate the Company's ongoing operations and is defined as Free Cash Flow - Year to Date divided by Net Income - Year to Date.

Management uses certain non-GAAP measures, such as adjusted net income, adjusted EPS and EBITDA, internally to make strategic decisions, forecast future results, and evaluate the Company's current performance. Given management's use of these non-GAAP measures, the Company believes these measures are important to investors in understanding the Company's current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in the Company's core business across different time periods. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures to other companies' non-GAAP financial measures, even if they have similar names. Amounts may not add due to rounding.

Contact

Lara Mahoney

Vice President,

Investor Relations & Corporate Communications

440.204.9985

Lara.Mahoney@nordson.com

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