2022
NORDSON CORP ORATI ON
Annual Report
2022
NORDSON CORPORATION
Annual Report
Dear Nordson shareholder,
It’s in challenging times that you see what people are made of, and I could not be more impressed
and humbled by the strength and resilience of our Nordson employees. After several years of
macro-pressures, 2022 dealt us supply chain constraints, inflation at a 40-year high, increasing
foreign currency pressures, COVID-19 shutdowns and continuing labor challenges. Through it all,
our incredible teams remained true to Nordson’s core values, exemplifying excellence, energy and
respect for people, while innovating and solving complex problems for our customers. In each
meeting, call, plant tour and visit, I met energetic employees striving to serve the customer,
doing their best and aspiring to win at every turn.
Simultaneously, our employees are advancing the Ascend Strategy that we launched in 2021.
When I joined Nordson in 2019, I found a strong company whose greatest opportunity was profitable
growth. We launched the Ascend Strategy to revitalize our long-term potential and achieve top-tier
growth with leading margins and returns. It encompasses three interconnected pillars: NBS Next
growth framework, Owner Mindset and Winning Teams. The successful execution of this Strategy
is targeted to deliver $3 billion in sales at a sustained 30% EBITDA margin by 2025. I am very
excited about the progress toward this goal, most notably the broad deployment of the NBS Next
growth framework.
NBS Next is a data-driven segmentation framework that identifies the best profitable growth
opportunities in each of our divisions. Having a crystal-clear understanding of growth priorities
enables our divisions to dedicate their time and resources to the best customer and product
opportunities. This is a new capability at Nordson. We now have increased clarity and our division-
led owner mindset empowers our teams to take action. For example, when supply chain constraints
could have limited our growth, our divisions used NBS Next to prioritize their resources to serve
our best customers. It was a differentiator and competitive advantage.
As I’ve traveled to our North American and European sites, it’s been exciting to see the adoption
of NBS Next beyond the pilot businesses. Our teams across Nordson are asking the right questions,
leading change and delivering differentiated business results. They are clearly motivated to learn
more, and we’ve introduced a variety of training and leadership development programs to grow
their competency and enhance our pipeline of winning teams.
In addition, our execution of the Ascend Strategy is delivering acquisitive growth. On November 3,
2022, we completed our acquisition of CyberOptics Corporation. This is an exciting company that
will enhance our test and inspection platform, providing innovative technology that expands our
product offering in the semiconductor and electronics industries. With this acquisition, as well as
NDC Technologies (2021) and Fluortek (2020), we have completed approximately $210 million of our
2025 target of $500 million in acquired revenue. These great companies are fitting into the Nordson
culture and enhancing our precision technology portfolio. As we grow both organically and through
acquisition to reach $3 billion in sales, we have delivered above our 30% EBITDA margin target –
an important long-term objective we will work to sustain.
In 2022, the Ascend Strategy transitioned from an aspiration into a competitive advantage that
positions us to navigate and thrive in a variety of challenging macro-economic scenarios. We are
creating an entrepreneurial organization that empowers our employees to make choices and drive
focus toward our greatest opportunities for profitable growth. I am very pleased with our progress
and look forward to continuously celebrating the teams who are making it happen.
I am grateful for the deep support of our employees, customers and shareholders, as we continue
make this strong company even stronger. It is an honor to lead this great company.
Sincerely,
Sundaram Nagarajan
President and Chief Executive Officer
2022
NORDSON CORPORATION
Annual Report
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2022
OR
☐ 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 of incorporation)
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)
Common Shares, without par value
NDSN
Name of Each Exchange on which
Registered
Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x
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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
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 ☐
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
Non-accelerated filer
Emerging growth company
x
☐
☐
Accelerated filer
Smaller reporting 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 ☐
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The aggregate market value of Common Shares, no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq
Stock Market) as of April 29, 2022 was approximately $12,407,909,520.
There were 57,156,824 Common Shares outstanding as of November 30, 2022.
Portions of the Proxy Statement for the 2023 Annual Meeting - Part III of the Form 10-K
Documents incorporated by reference:
Table of Contents
PART I
Item 1.
Business
General Description of Business
Corporate Purpose and Goals
Principal Products and Uses
Manufacturing, Raw Materials and Other Resources
Intellectual Property
Seasonal Variation in Business
Competitive Conditions
Compliance with Governmental Regulations
Human Capital Resources
Available Information
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
Information about Our Executive Officers
PART II
Item 5.
Item 7.
Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information and Dividends
Performance Graph
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Item 8.
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm - Internal Controls Opinion
Report of Independent Registered Public Accounting Firm - Financial Statement Opinion
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Table of Contents
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Table
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedule
(a) 1. Financial Statements
(a) 2. Financial Statement Schedule
(a) 3. Exhibits
Index to Exhibits
Form 10-K Summary
Signatures
Schedule II – Valuation and Qualifying Accounts and Reserves
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Nordson Corporation 3
NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES
PART I
In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson
Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands unless otherwise
indicated. Unless the context otherwise indicates, all references to “we,” “us,” “our,” or the “Company” mean Nordson
Corporation.
Unless otherwise noted, all references to years relate to our fiscal year ending October 31.
Item 1. Business
General Description of Business
Nordson is an innovative precision technology company that leverages a scalable growth framework to deliver top tier growth
with leading margins and returns. We engineer, manufacture and market differentiated products and systems used for precision
dispensing, applying and controlling of adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and
inspect for quality, and to treat and cure surfaces and various medical products such as: catheters, cannulas, medical balloons
and medical tubing. These products are supported with extensive application expertise and direct global sales and service. We
serve a wide variety of consumer non-durable, consumer durable and technology end markets including packaging, electronics,
medical, appliances, energy, transportation, building and construction, and general product assembly and finishing.
Our strategy for long-term growth is based on solving customers’ needs globally. 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 2022.
We have 7,331 employees worldwide. Our principal manufacturing facilities are located in the United States, the People’s
Republic of China, Germany, Ireland, Israel, Mexico, the Netherlands and the United Kingdom.
CyberOptics Acquisition
On November 3, 2022, the Company completed the acquisition of CyberOptics Corporation (“CyberOptics”) pursuant to the
terms of the Agreement and Plan of Merger, dated as of August 7, 2022, by and among the Company, Meta Merger Company
and CyberOptics. CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology
solutions. The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that
expands our product offering in the semiconductor and electronics industries and will be reported in our Advanced Technology
Solutions segment. The all-cash transaction of approximately $380,000, net of cash acquired, was funded using our revolving
credit facility and is not expected to have a material impact on our Consolidated Financial Statements.
Corporate Purpose and Goals
We strive to be a vital, self-renewing, worldwide organization that, within the framework of ethical behavior and enlightened
citizenship, grows and produces wealth for our customers, employees, shareholders and communities.
We operate for the purpose of creating balanced, long-term benefits for all of our constituencies.
We focus on long-term growth and returns. Each quarter, we may not produce increased sales, net income, or earnings per
share, or exceed the comparative prior year's quarter. When short-term swings occur, we do not intend to alter our foundational
objectives in efforts to mitigate the impact of these temporary occurrences.
In 2021, we launched the Ascend strategy, which is designed to deliver top tier revenue growth with leading margins and
returns. Ascend is driven by three interconnected pillars: the NBS (Nordson Business System) Next growth framework; Owner
Mindset, our division-led organizational structure; and Winning Teams, our talent strategy. 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. 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. Additional growth comes through the acquisition of companies that have differentiated precision technology-based
product portfolios, serve attractive high-growth end-markets applications and have a customer-centric business model. The
Nordson Corporation 4
primary goals of our acquisition strategy are to complement our current capabilities, diversify our business into new industry
sectors with new customers and expand the scope of the solutions we can offer to our customers.
We strive to provide genuine customer satisfaction – it is the foundation upon which we continue to build our business.
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,
is a highly qualified and
professional global team capable of meeting corporate objectives. For more information, see "Human Capital Resources"
below.
leadership training and the creation of on-the-job growth opportunities. The result
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.
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. 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. We also expanded our Matching Gifts program internationally in 2022, which further expands our culture of giving
around the world. Since 1989, we have donated more than $148 million to communities where we live and work. In addition,
our employees volunteered more than 107,000 hours through our Time ‘N Talent and Dollars for Doers programs.
Principal Products and Uses
We engineer, manufacture and market differentiated products and systems used to dispense, apply and control adhesives,
coatings, polymers, sealants, biomaterials, medical components, and other fluids, to test and inspect for quality, and to treat and
cure surfaces. Our precision technology can be found in manufacturing facilities around the world producing a wide range of
goods for consumer durable, consumer non-durable and technology end markets. Equipment ranges from single-use
components to manual, stand-alone units for low-volume operations to microprocessor-based automated systems for high-
speed, high-volume production lines.
We market our products globally, primarily through a direct sales force, and also through qualified distributors and sales
representatives. We have built a worldwide reputation for creativity and expertise in the design and engineering of high-
technology application equipment that meets the specific needs of our customers. 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 2022, no single customer accounted for ten percent or
more of sales.
The following is a summary of the product lines and markets served by our operating segments:
Industrial Precision Solutions
This segment delivers proprietary dispensing and material processing technology, as well as measurement, inspection and
control solutions to diverse end markets. Product line specific solutions reduce material consumption, increase line
efficiency and enhance product quality and appearance. Technologies are used for processing polymers, inspection and
measurement of food, tubing and films and dispensing adhesives, coatings and sealants. This segment primarily serves the
industrial, consumer durables and non-durables markets.
•
Industrial Coatings – Automated and manual dispensing products and systems for cold materials, container
coating, liquid finishing and powder coating, as well as ultraviolet equipment used primarily in curing and drying
operations. Key strategic markets include beverage containers and food cans, electric battery, appliances,
automotive, building and construction, composites, electronics and medical.
• Measurement and Control Solutions – In-line measurement sensors, gauges and analyzers using near-infrared,
laser, X-ray, optical and nucleonic technologies, as well as proprietary algorithms and software. These precision
applications ensure quality and reliability within the customers’ manufacturing processes. 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. Key strategic markets include adult incontinence products, baby
diapers and child-training pants, hygiene products and surgical drapes, gowns, shoe covers and face masks.
Nordson Corporation 5
•
•
•
Packaging – Automated adhesive dispensing systems used in the rigid packaged goods industries. 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.
Product Assembly – Dispensing, coating and laminating systems for the assembly of plastic, metal and wood
products, for paper and paperboard converting applications and for the manufacturing of continuous roll goods.
Key strategic markets include appliances, automotive components, building and construction materials,
electronics, furniture, solar energy, and the manufacturing of bags, sacks, books, envelopes and folding cartons.
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. 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. 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. This segment predominantly serves customers in the electronics end markets.
•
•
Electronics Systems – Automated dispensing systems for high-speed, accurate application of a broad range of
attachment, protection and coating fluids, and related gas plasma treatment systems for cleaning and conditioning
surfaces prior to dispense. Key strategic markets include the breadth of the electronics industry manufacturing
supply chain that produces semiconductor, printed circuit board assemblies and electronic components.
Test and Inspection – Bond testing and automated optical, acoustic microscopy and x-ray inspection systems used
in the semiconductor and printed circuit board industries. Key strategic markets include mobile phones, tablets,
personal computers, wearable technology, liquid crystal displays, micro hard drives, microprocessors, printed
circuit boards, flexible circuits, micro mechanical systems and semiconductor packaging.
Manufacturing, Raw Materials and Other Resources
Our production operations include machining, molding and assembly. We manufacture specially designed parts and assemble
components into finished equipment. Many components are made in standard modules that can be used in more than one
product or in combination with other components for a variety of models. We have principal manufacturing operations and
sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Massachusetts, Michigan,
Minnesota, New Jersey, Rhode Island, Tennessee and Wisconsin; as well as in the People’s Republic of China, Germany,
Ireland, Israel, Mexico, the Netherlands and the United Kingdom.
Principal materials used to make our products are metals and plastics, typically in sheets, bar stock, castings, forgings, tubing
and pellets. We also purchase many electrical and electronic components, fabricated metal parts, high-pressure fluid hoses,
packings, seals and other items integral to our products. Suppliers are competitively selected based on cost, quality and service.
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. While these items are generally
available from multiple sources, the cost of products sold may be affected by changes in the market price of raw materials and
tariffs on certain raw materials, particularly imports from China, as well as disruptions in availability of raw materials,
components and sourced finished goods.
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.
Nordson Corporation 6
Senior operating management supervises an extensive quality control program for our equipment, machinery and systems, and
manufacturing processes.
Natural gas and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if
needed.
Though the COVID-19 pandemic disrupted the global supply chain, we have not experienced significant supply disruption from
third-party component suppliers. However, we have faced and continue to face some supply chain constraints, primarily related
to electronic component availability. While logistics flow continues to improve, we are experiencing much higher costs than
pre-pandemic rates due to carrier rate increases, mode changes, fuel costs, port backlog and other factors. In addition, shipments
between countries have been impacted and we have experienced delays due to a variety of factors related to supply chain
disruption.
Intellectual Property
We rely on a combination of intellectual property rights, including patents, trademarks, copyrights, trade secrets, and
contractual provisions to protect our intellectual property. Our worldwide intellectual property portfolio is strengthened through
innovation and brand recognition, and our comprehensive approach for protection and enforcement. 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 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. Although in the
aggregate, our global portfolio of more than 2,100 granted and pending patents and more than 1,000 trademarks are valuable
assets that are important to our operations, we believe that our competitive advantage is also largely attributable to the technical,
marketing, and sales competence and capabilities of our employees, rather than on any individual patent or trademark.
Therefore, we do not consider the expiration or loss of any single patent, trademark, or intellectual property right, to be material
to our business as a whole.
Seasonal Variation in Business
Historically, the highest volume of sales occurs in the second half of the fiscal year due in large part to the timing of customers’
capital spending programs. 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.
Competitive 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. 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.
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. 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.
Compliance with Governmental Regulations
As a U.S. public company that supports manufacturing, designing and servicing highly complex products in regulated
environments, our global operations are subject to a variety of laws, regulations and compliance obligations. 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. We also have safeguards established to identify non-compliance concerns through internal
and external audits and risk assessments, as well as an ethics helpline reporting system.
We are also required to comply with increasingly complex and changing laws and regulations enacted to protect business and
personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those
Nordson Corporation 7
related to the collection, storage, use, transmission and protection of personal information and other consumer, customer,
vendor or employee data. Such privacy and data protection laws and regulations, including with respect to the European
Union’s General Data Protection Regulation ("GDPR"), the Brazilian General Data Protection Law, and the California
Consumer Privacy Act of 2018 ("CCPA"), and the interpretation and enforcement of such laws and regulations, are
continuously developing and evolving and there is significant uncertainty with respect to how compliance with these laws and
regulations may evolve and the costs and complexity of future compliance.
We are also subject to federal, state, local and foreign environmental, safety and health laws and regulations concerning, among
other things, emissions to the air, discharges to land and water and the generation, handling, treatment and disposal of
hazardous waste and other materials. Under certain of these laws, we can be held strictly liable for hazardous substance
contamination of any real property we have ever owned, operated or used as a disposal site or for natural resource damages
associated with such contamination. We are also required to maintain various related permits and licenses, many of which
require periodic modification and renewal. The operation of manufacturing plants unavoidably entails environmental, safety
and health risks, and we could incur material unanticipated costs or liabilities in the future if any of these risks were realized in
ways or to an extent that we did not anticipate.
We believe that we operate in compliance, in all material respects, with applicable environmental laws and regulations.
Compliance with environmental laws and regulations requires continuing management effort and expenditures. We have
incurred, and will continue to incur, costs and capital expenditures to comply with these laws and regulations and to obtain and
maintain the necessary permits and licenses. We believe that the cost of complying with environmental laws and regulations
will not have a material effect on our earnings, liquidity or competitive position but cannot assure that material compliance-
related costs and expenses may not arise in the future. For example, future adoption of new or amended environmental laws,
regulations or requirements or newly discovered contamination or other circumstances could require us to incur costs and
expenses that may have a material effect, but cannot be presently anticipated.
We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material
environmental damage arising from our operations. We accrue for estimated environmental liabilities with charges to expense
and believe our environmental accrual is adequate to provide for our portion of the costs of all such known environmental
liabilities. Compliance with federal, state, local and foreign environmental protection laws during 2022 had no material effect
on our capital expenditures, earnings or competitive position. Based upon consideration of currently available information, we
believe liabilities for environmental matters will not have a material adverse effect on our financial position, operating results or
liquidity, but we cannot ensure that material environmental liabilities may not arise in the future.
For a discussion of the risks associated with these laws and regulations, see Part I, Item 1A, "Risk Factors."
Human Capital Resources
Employee Profile
As of October 31, 2022, we had 7,331 full-time and part-time employees, including 128 at our Amherst, Ohio, facility who are
represented by a collective bargaining agreement that expires on November 16, 2025.
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. 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. We believe that these solutions have helped us successfully manage healthcare and prescription
drug costs for our employee population.
In the U.S., we match contributions to a tax-qualified defined contribution retirement savings plan (the “Savings Plan”) for all
eligible employees, in an amount equal to 50 cents for every dollar contributed by the employee until the employee
contributions reach 6% of her or his base compensation. In addition, non-union new hires and re-hires as of July 1, 2021 are
eligible for an additional enhanced 401(k) contribution of 3% eligible earnings. All contributions by employees into the Savings
Plan are fully vested immediately. 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 employees whose
benefits under the Savings Plan are limited by the benefit restrictions of Section 415 of the Internal Revenue Code. In addition,
non-union employees hired prior to July 1, 2021 are eligible to participate in a Company-sponsored tax-qualified pension plan
for U.S.-based employees (the “Salaried Pension Plan”). The Salaried Pension Plan is designed to work together with social
security benefits to provide employees with up to 30 years of service retirement income replacement that is approximately 55%
of eligible compensation, subject to the Internal Revenue Code maximum monthly benefit. Participants fully vest in the Salaried
Nordson Corporation 8
Pension Plan after five years of service. All eligible union employees hired prior to November 1, 2004 participate in a
Company-sponsored tax-qualified pension plan for U.S.-based employees (the “Hourly Pension Plan”). The Hourly Pension
Plan provides a multiplier for each year of service to supplement employees’ retirement income. 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.
In 2022, we launched a global recognition program that allows managers and peers to recognize the special achievements of
others through both written recognition shared on a company awards feed, as well as monetary recognition that allows a
recipient to choose a physical gift, gift card or donate the value of their recognition to charity. We also continue our service
award program, which demonstrates appreciation and thanks to longstanding employees with five or more years of service.
Service milestones are recognized at each five-year increment by presentation of a digital and/or printed certificate with an
invitation to select a recognition award via an online catalog.
Talent
Our key talent philosophy is to develop talent from within and supplement with external hires. This approach has yielded a deep
understanding among our employee base of our business, products and customers, while adding new employees and ideas in
support of our continuous improvement mindset. Attracting and retaining the best talent relies on our ability to provide a
diverse and inclusive workplace, personal and professional growth opportunities, and a rewarding employee experience. We
strive to uphold a culture of shared knowledge, appreciation and success. We believe that our average tenure across the globe
reflects our positive workplace culture and the strong engagement of our employees. Our talent acquisition team uses internal
and external resources to recruit highly skilled and talented workers, and we encourage employee referrals for open positions.
Talent development and succession planning for critical roles is a cornerstone of our talent program. Development plans are
created and monitored to ensure progress is made along the established timelines. Development plans also intersect with our
mission, particularly as we strive to be responsible to our communities.
One of our core values—Respect for People—reflects the behavior we strive to include in every aspect of the way we conduct
business. Our approach encompasses inclusion awareness and skill-building, intentionality with respect to diversity in our
hiring and selection process and performance management and succession planning that recognizes the importance of diversity.
We strive to promote inclusion through ongoing “Inclusive Leadership” and unconscious bias training across the Company. We
regularly reflect on our progress and explore opportunities to improve our inclusion and diversity programs, including at the
executive leadership and Board levels.
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. 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.
Item 1A. Risk Factors
In an enterprise as diverse as ours, a wide range of factors could affect future performance. We discuss in this section some of
the risk factors that could materially and adversely affect our business, financial condition, value and results of operations. You
should consider these risk factors in connection with evaluating the forward-looking statements contained in this annual report
because these factors could cause our actual results and financial condition to differ materially from those projected in forward-
looking statements. You should not interpret the disclosure of any risk factor to imply that the risk factor has not already
materialized. 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
The COVID-19 pandemic has negatively disrupted, and may continue to negatively disrupt, our business and results of
operations.
Throughout the COVID-19 pandemic, we have supported, and continue to support, multiple “critical infrastructure” sectors by
manufacturing materials and products needed for medical supply chains, packaging, transportation, energy, communications,
and other critical infrastructure industries. We have continued to operate during the COVID-19 pandemic in all our production
Nordson Corporation 9
facilities, having taken the recommended public health measures to ensure worker and workplace safety. As a result, there have
been unfavorable impacts on our manufacturing efficiencies.
We continue to actively monitor the evolving circumstances and impact of the COVID-19 pandemic, which has negatively
disrupted, and may continue to negatively disrupt, our business and results of operations in the future. For example, in the
second quarter of 2022, our revenue growth in Asia-Pacific was negatively impacted by COVID-19 lockdowns in China.
COVID-19 lockdown restrictions in China continue to be implemented from time to time. The full extent of the COVID-19
pandemic on our operations and the markets we serve remains highly uncertain and will depend largely on future developments
related to the COVID-19 pandemic, including infection rates increasing or returning in various geographic areas, variations of
COVID-19, the ultimate duration of the COVID-19 pandemic, actions by government authorities to contain the outbreak or
treat its impact, such as reimposing previously lifted measures or putting in place additional restrictions, and the widespread
distribution and acceptance of an effective vaccine, among other things. These developments are constantly evolving and
cannot be accurately predicted.
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.
In 2022, approximately 33 percent of our revenue was generated in the United States, while approximately 67 percent was
generated outside the United States. The COVID-19 pandemic and related preventative and mitigation measures implemented
by governments around the world and the conflict between Russia and Ukraine have to date negatively impacted the global
economy and created significant volatility and disruption of financial markets.
A general sustained slowdown in the global economy or in a particular region or industry or an increase in trade tensions with
U.S. trading partners could negatively impact our business, financial condition or liquidity. Our largest markets include
consumer non-durable, industrial, medical, electronics, consumer durable and automotive. 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. 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.
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.
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 ability to conduct business can be significantly impacted by changes in tariffs, changes or repeals of trade agreements,
including the impact of the “United States-Mexico-Canada Agreement” with Mexico and Canada, which replaced the North
American Free Trade Agreement, or the imposition of other trade restrictions or retaliatory actions imposed by various
governments. 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. We cannot predict what further action may be taken with respect to tariffs or trade relations
between the U.S. and other governments, and any further changes in U.S. or international trade policy could have an adverse
impact on our business. Further, the level of impact from the COVID-19 pandemic and the reactions of governmental
authorities and others thereto as well as the conflict between Russia and Ukraine may have significant adverse effects on
international trade policy.
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. Any significant change in the value of the currencies of the countries in which we do business
against the United States dollar could affect our ability to sell products competitively and control our cost structure, which
could have a material adverse effect on our business, financial condition and results of operations. 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 2022 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. As a result, currency fluctuations between the United States dollar and the currencies in which we do business
Nordson Corporation 10
have caused and may continue to cause foreign currency transaction and translation movements, which historically have been
material and could continue to be material. 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. We take actions to manage our foreign currency exposure, such as entering into hedging
transactions, where applicable, but we cannot assure that our strategies will adequately protect our consolidated operating
results from the effects of exchange rate fluctuations. For example, uncertainty surrounding the impact of the COVID-19
pandemic, the impact of the conflict between Russia and Ukraine, changes in monetary policies and the effects of the departure
of the United Kingdom from the European Union ("Brexit") have caused increased volatility in global currency exchange rates
that have resulted in the strengthening of the United States dollar against the foreign currencies in which we conduct
business. Future adverse consequences arising from the COVID-19 pandemic, the conflict between Russia and Ukraine, and
Brexit may include continued volatility in exchange rates. Any significant fluctuation in exchange rates may be harmful to our
financial condition and results of operations. We also face risks arising from the imposition of exchange controls and currency
devaluations. Exchange controls may limit our ability to convert foreign currencies into United States dollars or to remit
dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing
controls. 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
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. 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
COVID-19 pandemic and the conflict between Russia and Ukraine have negatively impacted, and may continue to negatively
impact, the availability and prices for raw materials, parts, and components. While we generally attempt to pass along higher
raw material, part and component costs to our customers in the form of price increases, there historically has been a delay
between an increase in our raw material costs and our ability to increase the prices of our products. 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.
In addition, our facilities, supply chains, distribution systems and products may be impacted by natural or man-made
disruptions, including armed conflict, demand surges, damaging weather or other acts of nature (including weather or other acts
of nature caused by climate change), pandemics or other public health crises. A shutdown of, or inability to utilize, one or more
of our facilities, our supply chain, or our distribution system could significantly disrupt our operations, delay production and
shipments, impact our relationships and reputation with customers, suppliers, employees and others, result in lost or decreased
sales, or result in legal exposure and large remediation or other expenses, which could adversely affect our business, financial
condition, results of operations and cash flows.
Failure to retain our existing senior management team or the inability to attract and retain qualified personnel could
hurt our business and inhibit our ability to operate and grow successfully.
The COVID-19 pandemic has created labor force disruptions impacting factory production and other operations. Our success
will continue to depend to a significant extent on the continued service of our executive management team and the ability to
recruit, hire and retain other key management personnel, including factory production workers and other staff, to support our
growth and operational initiatives and replace those who retire or resign. 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.
The Company may be subject to risks relating to organizational changes.
We regularly execute organizational changes such as acquisitions, divestitures and realignments to support our growth and cost
management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to reduce
costs. The Company commits significant resources to identify, develop and retain key employees to ensure uninterrupted
leadership and direction. If we are unable to successfully manage these and other organizational changes, the ability to complete
such activities and realize anticipated synergies or cost savings as well as our results of operations and financial condition could
be materially adversely affected. We cannot offer assurances that any of these initiatives will be beneficial to the extent
Nordson Corporation 11
anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized
as anticipated or at all.
Political conditions in and between the United States and foreign countries in which we operate could adversely affect
us.
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. 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. Such risks include, but are not
limited to, the following:
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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 conflict between Russia and Ukraine;
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;
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; and
government responses to the COVID-19 pandemic.
Any of these events could reduce the demand for our products, limit the prices at which we can sell our products, interrupt our
supply chain, or otherwise have an adverse effect on our operating performance.
Our international operations also depend upon favorable trade relations between the U.S. and those foreign countries in which
our customers, subcontractors and materials suppliers have operations. 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. 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.
Increased information technology threats and more sophisticated and targeted cybercrime could pose a risk to our
systems, networks, products, solutions and services.
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. 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. Depending on their nature and scope, such threats could potentially lead to
the compromising of confidential information, including but not limited to confidential information relating to customer or
employee data, improper use of our systems and networks, manipulation and destruction of data, defective products, production
downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of
operations. 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.
We have taken steps and incurred costs to further strengthen the security of our computer systems and continue to assess,
maintain and enhance the ongoing effectiveness of our information security systems. While we attempt to mitigate these risks
by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and
maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially
vulnerable to advanced persistent threats. The techniques used by criminals to obtain unauthorized access to sensitive data
Nordson Corporation 12
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. It is therefore possible that in the future we may suffer a
criminal attack, unauthorized parties may gain access to personal information in our possession and we may not be able to
identify any such incident in a timely manner.
The interpretation and application of data protection laws, including federal, state and international laws, relating to the
collection, use, retention, disclosure, security and transfer of personally identifiable data in the U.S., Europe and elsewhere
(including but not limited to the European Union’s GDPR, the Brazilian General Data Protection Law and the CCPA), are
uncertain and evolving. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our
data practices. In addition, as a result of existing or new data protection requirements, we incur and expect to continue to incur
significant ongoing operating costs as part of our significant efforts to protect and safeguard our sensitive data and personal
information. These efforts also may divert management and employee attention from other business and growth initiatives. 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.
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. 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. The agreements may be breached or terminated, and we may not have
adequate remedies for any breach, and existing trade secrets, patent and copyright law afford us limited protection. Policing
unauthorized use of our intellectual property is difficult. A third party could copy or otherwise obtain and use our products or
technology without authorization. Litigation may be necessary for us to defend against claims of infringement or to protect our
intellectual property rights and could result in substantial cost to us and diversion of our efforts. Further, we might not prevail in
such litigation, which could harm our business.
Our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and,
if we are not successful, could cause us to pay substantial damages and prohibit us from selling our products.
Third parties may assert infringement or other intellectual property claims against us based on their patents or other intellectual
property claims, and we may have to pay substantial damages, possibly including treble damages, if it is ultimately determined
our products infringe. We may have to obtain a license to sell our products if it is determined that our products infringe upon
another party’s intellectual property. We might be prohibited from selling our products before we obtain a license, which, if
available at all, may require us to pay substantial royalties. Even if infringement claims against us are without merit, defending
these types of lawsuits takes significant time, may be expensive and may divert management attention from other business
concerns.
Risks Related to the Execution of Our Strategy
We continually assess the strategic fit of our existing businesses and may divest or otherwise dispose of businesses that
are deemed not to fit with our strategic plan or are not achieving the desired return on investment, and we cannot be
certain that our business, operating results and financial condition will not be materially and adversely affected.
A successful divestiture depends on various factors, including reaching an agreement with potential buyers on terms we deem
attractive, as well as our ability to effectively transfer liabilities, contracts, facilities, and employees to any purchaser, identify
and separate the intellectual property to be divested from the intellectual property that we wish to retain, reduce fixed costs
previously associated with the divested assets or business, and collect the proceeds from any divestitures. These efforts require
varying levels of management resources, which may divert our attention from other business operations. If we do not realize the
expected benefits of any divestiture transaction, our consolidated financial position, results of operations and cash flows could
be negatively impacted. In addition, divestitures of businesses involve a number of risks, including significant costs and
expenses, the loss of customer relationships and a decrease in revenues and earnings associated with the divested business.
Furthermore, divestitures potentially involve significant post-closing separation activities, which could involve the expenditure
of material financial resources and significant employee resources. Any divestiture may result in a dilutive impact to our future
earnings if we are unable to offset the dilutive impact from the loss of revenue associated with the divestiture, as well as
significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect
on our results of operations and financial condition.
Nordson Corporation 13
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. 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. Difficulties or delays in research, development or production of new or enhanced products or failure to
gain market acceptance of new or enhanced products and technologies may reduce future sales and adversely affect our
competitive position. We continue to invest in the development and marketing of new or enhanced products. There can be no
assurance that we will have sufficient resources to make such investments, that we will be able to make the technological
advances necessary to maintain competitive advantages or that we can recover major research and development expenses. If we
fail to make innovations, launch products with quality problems or the market does not accept our new products, our financial
condition, results of operations, cash flows and liquidity could be adversely affected. In addition, as new or enhanced products
are introduced, we must successfully manage the transition from older products to minimize disruption in customers’ ordering
patterns, avoid excessive levels of older product inventories and ensure that we can deliver sufficient supplies of new products
to meet customers’ demands.
Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate
acquisitions successfully.
Our recent historical growth has depended, and our future growth is likely to continue to depend, in part on our acquisition
strategy and the successful integration of acquired businesses into our existing operations. For example, in November 2022, we
completed our acquisition of CyberOptics. 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. We cannot assure we will be able to
successfully identify suitable acquisition opportunities, prevail against competing potential acquirers, negotiate appropriate
acquisition terms, obtain financing that may be needed to consummate such acquisitions, complete proposed acquisitions,
successfully integrate acquired businesses into our existing operations or expand into new markets. In addition, we cannot
assure that any acquisition, including the recent acquisition of CyberOptics, once successfully integrated, will perform as
planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.
The success of our acquisition strategy is subject to other risks and uncertainties, including:
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our ability to realize operating efficiencies, synergies or other benefits expected from an acquisition, and possible
delays in realizing the benefits of the acquired company or products;
diversion of management’s time and attention from other business concerns;
difficulties in retaining key employees, customers or suppliers of the acquired business;
difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies;
adverse effects on existing business relationships with suppliers or customers;
the risks associated with the assumption of product liabilities or contingent or undisclosed liabilities of acquisition
targets; and
the ability to generate future cash flows or the availability of financing.
In addition, an acquisition could adversely impact our operating performance as a result of the incurrence of 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.
We may also face liability with respect to acquired businesses for violations of environmental laws occurring prior to the date
of our acquisition, and some or all of these liabilities may not be covered by environmental insurance secured to mitigate the
risk or by indemnification from the sellers from which we acquired these businesses. We could also incur significant costs,
including, but not limited to, remediation costs, natural resources damages, civil or criminal fines and sanctions and third-party
claims, as a result of past or future violations of, or liabilities, associated with environmental laws.
Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results
and total capitalization.
Our total assets reflect substantial intangible assets, primarily goodwill. The goodwill results from our acquisitions and
represents the excess of cost over the fair value of the identifiable net assets we acquired. We assess at least annually whether
there has been any impairment in the value of our intangible assets. If future operating performance at one or more of our
business units were to fall significantly below current levels, if competing or alternative technologies emerge, if market
conditions for acquired businesses decline, if significant and prolonged negative industry or economic trends exist, if our stock
Nordson Corporation 14
price and market capitalization declines, or if future cash flow estimates decline, we could incur, under current applicable
accounting rules, a non-cash charge to operating earnings for goodwill impairment. 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.
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. Changes in applicable domestic or foreign
tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our
business, financial condition and profitability by increasing our tax liabilities. Our future results of operations could be
adversely affected by changes in our effective tax rate as a result of a change in the mix of earnings in jurisdictions with
differing statutory tax rates, changes in our overall profitability, changes in tax legislation and rates, changes in generally
accepted accounting principles and changes in the valuation of deferred tax assets and liabilities. The U.S. federal government
may adopt changes to international trade agreements, tariffs, taxes and other government rules and regulations. While we
cannot predict what changes will actually occur with respect to any of these items, such changes could affect our business and
results of operations.
We may be exposed to liabilities under the Foreign Corrupt Practices Act (FCPA), which could have a material adverse
effect on our business.
We are subject to compliance with various laws and regulations, including the FCPA, UK Bribery Act and similar worldwide
anti-bribery and anti-corruption laws, which generally prohibit companies and their intermediaries from engaging in bribery or
making other improper payments to private or public parties for the purpose of obtaining or retaining business or gaining an
unfair business advantage. The FCPA also requires proper record keeping and characterization of such payments in our reports
filed with the SEC. Our employees are trained and required to comply with these laws, and we are committed to legal
compliance and corporate ethics. Violations of these laws could result in severe criminal or civil sanctions and financial
penalties and other consequences that may have a material adverse effect on our business, reputation, financial condition or
results of operations.
The level of returns on pension plan assets, changes in the actuarial assumptions used and management of pension
liabilities could adversely affect us.
Our operating results may be positively or negatively impacted by the amount of expense we record for our defined benefit
pension plans. U.S. GAAP requires that we calculate pension expense using actuarial valuations, which are dependent upon our
various assumptions including estimates of expected long-term rate of return on plan assets, discount rates for future payment
obligations, and the expected rate of increase in future compensation levels. Our pension expense and funding requirements
may also be affected by our actual return on plan assets and by legislation and other government regulatory actions. Changes in
assumptions, laws or regulations and how the Company manages pension liabilities could lead to variability in financial results
and could have a material adverse impact on liquidity.
Our global operations are subject to increasingly complex environmental regulatory requirements, and compliance with
evolving environmental regulatory requirements could negatively impact our business, capital expenditures, results of
operations, financial condition and competitive position.
We are subject to increasingly complex environmental regulations affecting international manufacturers, including those related
to air and water emissions, waste management and climate change. Some environmental laws impose strict, retroactive and
joint and several liability for the remediation of the release of hazardous substances, even for conduct that was lawful at the
time it occurred, or for the conduct of or conditions caused by prior operators, predecessors or third parties. Failure to comply
with environmental laws could expose us to penalties or clean-up costs, civil or criminal liability and sanctions on certain of our
activities, as well as damage to property or natural resources. These liabilities, sanctions, damages and remediation efforts
related to any non-compliance with such laws and regulations could negatively impact our ability to conduct our operations and
our financial condition and results of operations. In addition, there can be no assurances that we will not be adversely affected
by costs, liabilities or claims with respect to existing or subsequently acquired operations or under present laws and regulations
or those that may be adopted or imposed in the future.
Changes in environmental laws or regulations could result in higher expenses and payments, and uncertainty relating to
environmental laws or regulations may also affect how we conduct our operations and structure our investments and could limit
our ability to enforce our rights. Changes in environmental and climate change laws or regulations, including laws relating to
greenhouse gas emissions, could subject us to additional costs and restrictions, including increased energy and raw material
Nordson Corporation 15
costs. If environmental laws or regulations are either changed or adopted and impose significant operational restrictions and
compliance requirements upon us or our products, they could negatively impact our business, capital expenditures, results of
operations, financial condition and competitive position.
It is our policy to apply strict standards for environmental protection to all of our operations within and outside of the United
States, even when we are not subject to local government regulations. 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.
Expectations relating to environmental, social and governance considerations expose us to potential liabilities, increased
costs, reputational harm and other adverse effects on our business.
regulators,
Many governments,
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. 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. 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. 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.
Risks Related to Our Capital Structure
Our inability to comply with our existing credit facilities’ restrictive covenants or to access additional sources of capital
could impede our growth or the repayment or refinancing of existing indebtedness.
The limits imposed on us by the restrictive covenants contained in our credit facilities could prevent us from making
acquisitions or cause us to lose access to these facilities.
Our existing credit facilities contain restrictive covenants that limit our ability to, among other things:
•
•
borrow money or guarantee the debts of others;
use assets as security in other transactions;
• make restricted payments or distributions; and
•
sell or acquire assets or merge with or into other companies.
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.
Our ability to comply with the covenants and other terms of our credit facilities 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. We may be required to obtain waivers from our lenders in order
to maintain compliance under our credit facilities, including waivers with respect to our compliance with certain financial
covenants. If we are unable to obtain necessary waivers and the debt under our credit facilities is accelerated, we would be
required to obtain replacement financing at prevailing market rates.
We may need new or additional financing in the future to expand our business or refinance existing indebtedness. 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 credit facilities. Our ability to obtain new or additional financing will depend on a variety of
factors, many of which are beyond our control. We may not be able to obtain new or additional financing because we have
substantial debt or because we may not have sufficient cash flow to service or repay our existing or future debt. In addition,
depending on market conditions and our financial performance, neither debt nor equity financing may be available on
Nordson Corporation 16
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.
Changes in interest rates could adversely affect us.
Any period of interest rate increases may adversely affect our profitability. As of October 31, 2022, we had $738,822 of total
debt outstanding, of which 35 percent was priced at interest rates that float with the market. A one percentage point increase in
the interest rate on the floating rate debt in 2022 would have resulted in approximately $2,841 of additional interest expense. A
higher level of floating rate debt would increase the exposure to changes in interest rates. For additional detail related to this
risk, see Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk.
General Risk Factors
The insurance that we maintain may not fully cover all potential exposures.
We maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with
the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We are
potentially at risk if one or more of our insurance carriers fail or deny our claims. Additionally, severe disruptions in the
domestic and global financial markets could adversely impact the ratings and survival of some insurers. In the future, we may
not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.
Our business and operating results may be adversely affected by natural disasters or other catastrophic events beyond
our control.
While we have taken precautions to prevent production and service interruptions at our global facilities, severe weather
conditions, including any that may be caused by global climate change, such as hurricanes or tornadoes, as well as major
earthquakes, wildfires and other natural disasters in areas in which we have manufacturing facilities or from which we obtain
products may cause physical damage to our properties, closure of one or more of our manufacturing or distribution facilities,
lack of an adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of
products and utilities, and delays in the delivery of products to our customers. Any of these factors may disrupt our operations
and adversely affect our financial condition and results of operations.
Item 1B. Unresolved Staff Comments
None.
Nordson Corporation 17
Item 2. 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, 2022 were as follows:
Location
Description of Property
Approximate
Square Feet
United States
Amherst, Ohio 1
Norwich, Connecticut 2
Carlsbad, California 3
Duluth, Georgia 1
Chippewa Falls, Wisconsin 1
Swainsboro, Georgia 1
East Providence, Rhode Island 2
Loveland, Colorado 2
Salem, New Hampshire 2
Minneapolis, Minnesota 2
Wixom, Michigan 1
Irwindale, California 1
Dayton, Ohio 1
Vista, California 3
Hickory, North Carolina 1
Elk Grove, Illinois 3
San Jose, CA 2
Westlake, Ohio
Liberty Lake, Washington 3
Chattanooga, Tennessee 2
Huntington Beach, California 2
International
Münster, Germany 1
Shanghai, China 1
Lüneburg, Germany 1
Guaymas, Mexico 2
Tokyo, Japan 1, 2
Suzhou, China 3
Tecate, Mexico 2
Bangalore, India 1, 2
Maastricht, Netherlands 1
Erkrath, Germany 1, 2
Boyle, Ireland 2
Deurne, Netherlands 1
Aylesbury, U.K. 3
Galway, Ireland 2
Seongnam-City, South Korea 1, 2
Geleen, Limburg 1
Sao Paulo, Brazil 1
El Marques, Mexico 1
Singapore 1
Katzrin, Israel 2
A manufacturing, laboratory and office complex
A manufacturing, laboratory and office building
Three manufacturing and office buildings (leased)
A manufacturing, laboratory and office building
A manufacturing, warehouse and office building (leased)
A manufacturing building
A manufacturing, warehouse and office building
A manufacturing, warehouse and office building
Two manufacturing, warehouse and office buildings (leased)
Two office, laboratory and warehouse buildings (leased)
A manufacturing, warehouse and office building (leased)
An office building and lab
A manufacturing, warehouse and office building
A manufacturing building (leased)
A manufacturing, warehouse and office building (leased)
A manufacturing, warehouse and office building (leased)
A manufacturing, warehouse and office building (leased)
Corporate headquarters
A manufacturing, warehouse and office building (leased)
A manufacturing, warehouse and office building (leased)
An office, laboratory and warehouse building (leased)
Two manufacturing, warehouse and office buildings (leased)
Seven manufacturing, warehouse, laboratory and office buildings
A manufacturing and laboratory building
Two manufacturing, warehouse and office buildings (leased)
Four office, laboratory and warehouse buildings (leased)
Two manufacturing, warehouse and office buildings (leased)
A manufacturing, warehouse and office building (leased)
An assembly, warehouse and office building
A manufacturing, warehouse and office building
An office, laboratory and warehouse building (leased)
A manufacturing, warehouse and office building
A manufacturing, warehouse and office building (leased)
A manufacturing, warehouse and office building (leased)
An office, laboratory and warehouse building (leased)
An office, laboratory and warehouse building (leased)
A warehouse and office building
An office, laboratory and warehouse building (leased)
A warehouse and office building
Two warehouse and office buildings (leased)
An office, laboratory and warehouse building (leased)
Nordson Corporation 18
521,000
212,000
181,000
176,000
145,000
136,000
116,000
115,000
83,000
69,000
64,000
48,000
43,000
41,000
41,000
40,000
37,000
28,000
27,000
25,000
21,000
260,000
178,000
129,000
89,000
76,000
75,000
59,000
56,000
54,000
50,000
47,000
46,000
36,000
36,000
35,000
30,000
23,000
22,000
22,000
20,000
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.
Other properties at international subsidiary locations and at branch locations within the United States are leased. Lease terms do
not exceed 25 years and generally contain a provision for cancellation with some penalty at an earlier date. Information about
leases is reported in Note 11 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this
document.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosures
Not applicable.
Nordson Corporation 19
Information About Our Executive Officers
Our executive officers as of October 31, 2022, were as follows:
Name
Sundaram Nagarajan
Joseph P. Kelley
James E. DeVries
Stephen P. Lovass
Jennifer McDonough
Shelly M. Peet
Jeffrey A. Pembroke
Srinivas Subramanian
Age
Officer
Since
Position or Office with The Company and Business Experience During
the Past Five (5) Year Period
60
50
63
53
51
57
55
52
2019
2020
2012
2017
2021
2007
2015
2022
President and Chief Executive Officer, 2019
Executive Vice President, Chief Financial Officer, 2020
Executive Vice President, 2012
Executive Vice President, 2017
Executive Vice President, General Counsel and Secretary, 2021
Executive Vice President, 2009
Executive Vice President, 2015
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. 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 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 July 6, 2020, Joseph P. Kelley was appointed as Executive Vice President, Chief Financial Officer of the Company.
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. 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. Prior 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. 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. 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. Prior to joining PPL in 2017, Ms. 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. She began her career as a business and
finance attorney with the international law firm Morgan, Lewis and Bockius LLP.
Effective August 1, 2022, Srinivas Subramanian was named Executive Vice President - Advanced Technology Solutions.
Previously, Mr. 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 20
PART II
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, 2022, there
were 1,185 record shareholders.
While we have historically paid dividends to holders of our common shares on a quarterly basis, the declaration and payment of
future dividends will depend on many factors, including but not limited to, our earnings, financial condition, business
development needs and regulatory considerations, and are at the discretion of our board of directors.
Performance Graph
The following graph compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on
November 1, 2012 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, IEX, ITT, KEYS, LECO, MKSI, NATI, TER, TRMB, WTS and WWD. For 2022, the Company made
changes to its peer group to remove Enerpac Tool Group Corp., Albany International Corp., Gardner Denver Holdings, Inc. (fka
Ingersoll Rand Inc.) and Roper Technologies, Inc., because each had fallen outside of the parameters used to establish the peer
group and to add MKS Instruments, Inc. and Trimble Inc., which fell within such parameters. FLIR Systems, Inc. was also
removed from the New Peer Group because it was acquired by Teledyne Technologies Incorporated (NYSE: TDY) and ceased
to be an independent public company.
Comparison of 10 Year Cumulative Total Return
Assumes Initial Investment of $100 on November 1, 2012
Fiscal Year Ending October 31, 2022
500
400
300
200
100
0
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Nordson Corporation
S&P MidCap 400
S&P MidCap 400 Ind. Machinery
Old Peer Group
S&P 500 Index
S&P 500 Ind. Machinery
New Peer Group
Company/Market/Peer Group
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Nordson Corporation
S&P 500 Index
S&P MidCap 400
$ 100.00 $ 123.28 $ 132.25 $ 124.58 $ 177.43 $ 226.60 $ 221.44 $ 286.25 $ 356.25 $ 472.06 $ 421.83
$ 100.00 $ 127.18 $ 149.14 $ 156.89 $ 163.97 $ 202.72 $ 217.61 $ 248.78 $ 272.94 $ 390.07 $ 333.08
$ 100.00 $ 133.48 $ 149.04 $ 154.14 $ 163.78 $ 202.23 $ 204.30 $ 222.72 $ 220.16 $ 327.82 $ 289.99
S&P 500 Ind. Machinery
S&P MidCap 400 Ind. Machinery
$ 100.00 $ 142.79 $ 161.02 $ 160.77 $ 183.57 $ 253.08 $ 233.52 $ 284.79 $ 312.37 $ 412.31 $ 357.98
$ 100.00 $ 138.84 $ 147.12 $ 123.15 $ 144.53 $ 207.30 $ 202.93 $ 241.15 $ 257.68 $ 366.04 $ 331.62
New Peer Group
Old Peer Group
$ 100.00 $ 138.62 $ 145.80 $ 136.18 $ 148.19 $ 226.15 $ 221.17 $ 290.09 $ 326.22 $ 493.24 $ 418.37
$ 100.00 $ 138.31 $ 150.81 $ 147.25 $ 151.00 $ 227.92 $ 233.26 $ 298.70 $ 323.26 $ 475.86 $ 419.71
Source: Zack’s Investment Research
Nordson Corporation 21
Common Share Repurchases
(in whole shares)
August 1, 2022 to August 31, 2022
September 1, 2022 to September 30, 2022
October 1, 2022 to October 31, 2022
Total
Total Number
of Shares
Repurchased (1)
3,156
66,415
64,197
133,768
Average
Price Paid
per Share
224.00
218.00
215.01
$
$
$
Total Number of
Shares Repurchased
as Part of Publicly
Announced Plans
or Programs (2)
3,027
66,404
64,017
133,448
Maximum Value of
Shares That May Yet
Be Purchased Under
the Plans or Programs (2)
160,023
$
645,547
$
631,782
$
(1) Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.
(2) In December 2014, the board of directors authorized a $300,000 common share repurchase program. In August 2015,
the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. In
August 2018, the board of directors authorized the repurchase of an additional $500,000 of the Company’s common
shares.
In September 2022, the board of directors authorized the repurchase of up to an additional $500,000 of the
Company's common shares. Approximately $631,782 of the total $1,500,000 authorized remained available for share
repurchases at October 31, 2022. Uses for repurchased shares include the funding of benefit programs including stock
options and restricted stock. 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 22
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES
In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson
Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the
context otherwise indicates, all references to “we,” “us,” “our,” or the “Company” mean Nordson Corporation.
Unless otherwise noted, all references to years relate to our fiscal year ending October 31.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements and accompanying notes have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial statements requires management to make estimates,
judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we
evaluate the accounting policies and estimates that are used to prepare financial statements. We base our estimates on historical
experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could
differ from these estimates used by management.
Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or
financial position are discussed below. On a regular basis, critical accounting policies are reviewed with the Audit Committee
of the board of directors.
Revenue recognition - A contract exists when it has approval and commitment from both parties, the rights of the parties are
identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is
probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are
satisfied. Generally, our revenue results from short-term, fixed-price contracts and is recognized as of a point in time when the
product is shipped or at a later point when the control of the product transfers to the customer. Refer to Note 1 to the
Consolidated Financial Statements for further discussion regarding the Company's revenue recognition policy.
Business combinations - The acquisitions of our businesses are accounted for under the acquisition method of accounting. The
amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on
estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are
determined by management, taking into consideration information supplied by the management of the acquired entities, and
other relevant information. Such information typically includes valuations obtained from independent appraisal experts, which
management reviews and considers in its estimates of fair values. The valuations are generally based upon future cash flow
projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment
by management, particularly with respect to the value of identifiable intangible assets. This judgment could result in either a
higher or lower value assigned to amortizable or depreciable assets. The impact could result in either higher or lower
amortization and/or depreciation expense.
Goodwill - Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets
acquired in various business combinations. 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 2022. 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. Effective in the fourth quarter of 2022, we realigned our
former two operating segments into three: Industrial Precision Solutions, Medical and Fluid Solutions, and Advanced
Technology Solutions. Previously, Advanced Technology Solutions was comprised of Medical and Fluid Solutions and the
former Advanced Technology Solutions. Our segment change did not have any impact on our reporting units.
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. Terminal value calculations employ a published formula known as the Gordon Growth Model Method that
essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted
Average Cost of Capital ("WACC") methodology and growth rate. For each reporting unit, a sensitivity analysis is performed to
vary the discount and terminal growth rates in order to provide a range of reasonableness for detecting impairment. Discount
rates are developed using a WACC methodology.
Nordson Corporation 23
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 2022, 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. See Note 6 - Goodwill and intangible assets for further
details regarding the valuation methodologies used.
In 2022, 2021 and 2020, 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. Based on the results shown in the
table below and based on our measurement date of August 1, 2022, our conclusion is that no goodwill was impaired in 2022.
Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated
fair values.
Industrial Precision Solutions Segment - Adhesives
Industrial Precision Solutions Segment - Industrial Coating Systems
Advanced Technology Solutions Segment - Electronics
Systems
Advanced Technology Solutions Segment - Test & Inspection
Medical and Fluid Solutions Segment - Fluid
Management
WACC
8.3%
11.0%
9.5%
11.0%
9.5%
Excess of
FV over CV
619%
745%
497%
354%
237%
Goodwill
501,082
24,083
27,110
87,248
1,713,531
$
$
$
$
$
Pension plan in the United States - The measurement of the liabilities related to our domestic pension plan is based on
management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation
increases, mortality and turnover assumptions, and health care cost trend rates. The liabilities associated with the Company's
international pension plans and OPEB are not as materially sensitive to changes in assumptions as the pension plan in the
United States.
The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 5.70
percent at October 31, 2022 and 3.02 percent at October 31, 2021. The discount rate used was determined by using quality fixed
income investments with a duration period approximately equal to the period over which pension obligations are expected to be
settled.
In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term
rates of return on assets similar to those in our plans. 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 5.75 percent in both 2022 and 2021.
The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was
4.30 percent and 4.00 percent at October 31, 2022 and October 31, 2021, respectively.
Annual expense amounts are determined based on the discount rate used at the end of the prior year. Differences between actual
and assumed investment returns on pension plan assets result in actuarial gains or losses that are amortized into expense over a
period of years.
Economic assumptions have a significant effect on the amounts reported. 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.
Discount rate:
Effect on total net periodic pension cost in 2022
Effect on pension obligation as of October 31, 2022
Expected return on assets:
Effect on total net periodic pension cost in 2022
Compensation increase:
Effect on total net periodic pension cost in 2022
Effect on pension obligation as of October 31, 2022
Nordson Corporation 24
United States
1% Point
Increase
1% Point
Decrease
$
$
$
$
$
(6,706) $
(39,523) $
8,128
48,781
(5,094) $
4,994
5,654
16,488
$
$
(4,965)
(14,861)
Income taxes – Income taxes are estimated based on income for financial reporting purposes. Deferred income taxes reflect the
net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes and certain changes in valuation allowances. 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.
Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward
periods and ongoing prudent and feasible tax planning strategies. In the event we were to determine that we would be able to
realize the deferred tax assets in the future in excess of the net recorded amount (including the valuation allowance), an
adjustment to the valuation allowance would increase income in the period such determination was made. Conversely, should
we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the
valuation allowance would be expensed in the period such determination was made.
Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full
year. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting
the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing
authorities influences our estimate of the effective income tax rates. As a result, our actual effective income tax rates and related
income tax liabilities may differ materially from our estimated effective tax rates and related income tax liabilities. Any
resulting differences are recorded in the period they become known.
CyberOptics Acquisition
On November 3, 2022, the Company completed the acquisition of CyberOptics Corporation (“CyberOptics”) pursuant to the
terms of the Agreement and Plan of Merger, dated as of August 7, 2022, by and among the Company, Meta Merger Company
and CyberOptics. CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology
solutions. The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that
expands our product offering in the semiconductor and electronics industries and will be reported in our Advanced Technology
Solutions segment. The all-cash transaction of approximately $380,000, net of cash acquired, was funded using our revolving
credit facility and is not expected to have a material impact on our Consolidated Financial Statements
Results of Operations
Effective in the fourth quarter of 2022, we realigned and separated our two former operating segments into the following three
operating segments: Industrial Precision Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions.
Previously, Advanced Technology Solutions was comprised of Medical and Fluid Solutions and the former Advanced
Technology Solutions. Existing product lines were unchanged as part of this new structure. We made these changes to realign
our management team and our operating segments. We believe this realignment gives us better visibility into our medical and
electronics platforms, which have grown significantly through both organic and acquisitive opportunities, including through the
recent acquisition of CyberOptics. We also believe that the three revised operating segments better reflect how we now manage
the Company, allocate resources and assess performance of the businesses. We also revised our geographic regions, such that
the United States and Japan are now included in the Americas and Asia Pacific regions, respectively. As such, our geographical
regions as used throughout this annual report include the Americas (United States, Canada, Mexico and Central and South
America), Asia Pacific (including Japan) and Europe.
Below is a detailed discussion comparison of our results of operations for the fiscal years ended October 31, 2022 and
October 31, 2021 as well as a comparison of sales and segment results for fiscal years October 31, 2021 and October 31, 2020
due to our change in operating segments and geographic regions. For a discussion of other changes from the fiscal year ended
October 31, 2021 to the fiscal year ended October 31, 2020, 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, 2021.
2022 compared to 2021
Worldwide sales for 2022 were $2,590,278, an increase of 9.7 percent from 2021 sales of $2,362,209. The increase consisted of
a 10.8 percent improvement in organic sales, inclusive of pricing to offset inflation, and a net 3.3 percent increase from
acquisitions and divestitures, partially offset by unfavorable currency translation effects that decreased sales by 4.4 percent.
Sales outside the United States accounted for 66.8 percent of total sales in 2022, as compared to 66.6 percent in 2021. On a
geographic basis, sales in the Americas region were $1,096,596, an increase of 13.2 percent from 2021, with sales volume
increasing 10.9 percent and a net 2.8 percent increase from acquisitions and divestitures, partially offset by unfavorable
currency effect of 0.5 percent. Sales in the Asia Pacific region were $848,079, an increase of 9.3 percent from 2021, with sales
volume increasing 11.0 percent and a net 3.2 percent increase from acquisitions and divestitures, partially offset by unfavorable
currency effects of 4.9 percent. Sales in Europe were $645,603, an increase of 4.6 percent from 2021. The increase in sales
Nordson Corporation 25
consisted of a 10.7 percent organic sales volume increase and a net 3.9 percent increase from acquisitions and divestitures,
partially offset by unfavorable currency effects of 10.0 percent.
Cost of sales were $1,163,742 in 2022, up 12.1 percent from $1,038,129 in 2021. Gross profit, expressed as a percentage of
sales, decreased to 55.1 percent in 2022 from 56.1 percent in 2021. The 1.0 percentage point decrease in gross margin was
driven by the impact of passing through inflationary cost increases, partially offset by a favorable divestiture impact.
Selling and administrative expenses were $724,176 in 2022, up from $708,953 in 2021. The 2.1 percent increase was driven by
a 5.3 percent first-year effect of an acquisition impact and base business growth of 0.3 percentage points, partially offset by
favorable currency translation effects which decreased costs 3.5 percentage points. Selling and administrative expenses as a
percentage of sales decreased to 28.0 percent in 2022 from 30.0 percent in 2021. The 2.0 percentage point decrease was due
primarily to sales growth leverage.
Operating profit as a percentage of sales increased to 27.1 percent in 2022 compared to 26.0 percent in 2021. The 1.1 percent
increase in operating margin was primarily driven by selling and administrative expense leverage due to the 10.8 percent
increase in organic sales, partially offset by the impact of passing through inflationary cost increases.
Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating
costs. Operating margins for each segment were unfavorably impacted by a stronger dollar primarily against all major
currencies during 2022 as compared to 2021.
Interest expense in 2022 was $22,413, a decrease of $3,078, or 12.1 percent, from 2021. The decrease was due to lower average
debt levels compared to the prior year. 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. Other income
in 2022 was $8,527 compared to other expense of $17,610 in 2021. Included in other income in 2022 were $6,270 in net foreign
currency gains. Included in the prior year’s other expense were pension costs of 9,484 and $5,926 in foreign currency losses.
The decrease in pension cost was principally attributable to decreased amortization of net actuarial losses.
Income tax expense in 2022 was $136,176, or 21.0 percent of pre-tax income, as compared to $119,808, or 20.9 percent of pre-
tax income in 2021. The income tax provision for 2022 included a tax benefit of $3,273 due to our share-based payment
transactions. Our income tax provision for 2021 included a tax benefit of $5,982 due to our share-based payment transactions.
Net income was $513,103, or $8.81 per diluted share, in 2022, compared to net income of $454,368, or $7.74 per diluted share,
in 2021. This represented a 12.9 percent increase in net income and a 13.8 percent increase in diluted earnings per share. The
increase of $1.07 per diluted share was primarily driven by sales growth, strong gross margins and selling and administrative
expense leverage.
Industrial Precision Solutions
Sales of the Industrial Precision Solutions segment were $1,337,242 in 2022, an increase of 7.2 percent, from 2021 sales of
$1,246,947. The increase was the result of an organic sales increase of 7.0 percent and a net acquisition / divestiture impact of
6.1 percent, partially offset by unfavorable currency effects of 5.9 percent. Organic sales growth occurred in all product lines,
except nonwovens. Sales growth was generally strong across all product lines and in all regions, except for nonwovens which
had sales declines in all regions.
Operating profit as a percentage of sales decreased to 32.5 percent in 2022 compared to 33.2 percent in 2021. The 0.7
percentage point decline in operating margin was the result of the impact of passing through inflationary cost increases,
partially offset by selling and administrative expense leverage due to the increase in sales.
Medical and Fluid Solutions
Sales of the Medical and Fluid Solutions segment were $690,177 in 2022, an increase of 7.6 percent from 2021 sales of
$641,654. The increase was the result of an organic sales increase of 9.7 percent partially offset by unfavorable currency effects
that decreased sales by 2.1 percent. Sales growth was generally strong across all product lines and in all regions.
Operating profit as a percentage of sales increased to 31.5 percent in 2022 compared to 30.9 percent in 2021. The 0.6 percent
percentage point improvement in operating margin was principally driven by greater selling and administrative expense
leverage which contributed 1.6 percentage points, principally associated with the sales volume growth, partially offset by the
impact of passing through inflationary cost increases.
Advanced Technology Solutions
Sales of the Advanced Technology Solutions segment were $562,859 in 2022, an increase of 18.8 percent from 2021 sales of
$473,608. The increase was the result of an organic sales increase of 22.4 percent partially offset by unfavorable currency
effects that decreased sales by 3.6 percent. Sales growth was strong across all product lines and in all regions.
Nordson Corporation 26
Operating profit as a percentage of sales increased to 23.7 percent in 2022 compared to 15.5 percent in 2021. The 8.2
percentage point improvement in operating margin was driven by greater selling and administrative expense leverage associated
with the sales volume growth.
2021 compared to 2020
Due to the change in our operating segments and geographical regions, the following comparison of our sales and segment
results are being provided.
Worldwide sales for 2021 were $2,362,209, an increase of 11.4 percent from 2020 sales of $2,121,100. The increase consisted
of a 11.3 percent improvement in organic sales volume and favorable currency translation effects, which increased sales by 2.7
percent, partially offset by a net 2.6 percent decrease from acquisitions and divestitures.
On a geographic basis, sales in the Americas region were $969,110, an increase of 8.0 percent from 2020, with organic sales
volume increasing 10.7 percent and a favorable currency effect of 0.4 percent, partially offset by a net 3.0 percent decrease
from acquisitions and divestitures. Sales in the Asia Pacific region were $775,607, an increase of 12.8 percent from 2020, with
organic sales volume increasing 11.8 percent and favorable currency effects of 3.3 percent, partially offset by a net 2.3 percent
decrease from acquisitions and divestitures. Sales in Europe were $617,492, an increase of 15.1 percent from 2020. The
increase in sales consisted of a 11.4 percent organic sales volume increase and favorable currency effects of 5.7 percent,
partially offset by a 2.0 percent decrease from acquisitions and divestitures.
Industrial Precision Solutions
Sales of the Industrial Precision Solutions segment were $1,246,947 in 2021, an increase of 9.1 percent, from 2020 sales of
$1,143,423. The increase was the result of an organic sales volume increase of 11.7 percent and favorable currency effects that
increased sales by 3.4 percent, partially offset by a divestiture impact of 6.0 percent. Growth occurred in all product lines,
except nonwovens, and in all regions except for Japan.
Operating profit as a percentage of sales increased to 33.2 percent in 2021 compared to 18.2 percent in 2020. The 15.0
percentage point improvement in operating margin was the result of improved operating results, specifically favorable
absorption from higher sales volume and favorable product mix driven by a divestiture, and 2020 operating profit negatively
impacted by an assets held for sale impairment charge related to a divestiture.
Medical and Fluid Solutions
Sales of the Medical and Fluid Solutions segment were $641,654 in 2021, an increase of 13.6 percent from 2020 sales of
$564,899. The increase was the result of an organic sales volume increase of 9.8 percent, a positive acquisition impact of 2.3
percent and favorable currency effects that increased sales by 1.5 percent. Sales growth was generally strong across all product
lines and in all regions.
Operating profit as a percentage of sales increased to 30.9 percent in 2021 compared to 26.6 percent in 2020. The 4.3
percentage point improvement in operating margin was principally driven by greater selling and administrative expense
leverage associated with the sales volume growth.
Advanced Technology Solutions
Sales of the Advanced Technology Solutions segment were $473,608 in 2021, an increase of 14.7 percent from 2020 sales of
$412,778. The increase was the result of an organic sales volume increase of 12.4 percent and favorable currency effects that
increased sales by 2.3 percent. Sales growth was generally strong across all product lines and in all regions.
Operating profit as a percentage of sales increased to 15.5 percent in 2021 compared to 10.0 percent in 2020. The 5.5
percentage point improvement in operating margin was principally driven by greater selling and administrative expense
leverage associated with the sales volume growth and cost simplification actions taken in 2020.
Liquidity and Capital Resources
Cash and cash equivalents decreased $136,515 in 2022 to $163,457 as of October 31, 2022 compared to $299,972 as of
October 31, 2021. Approximately 53 percent of our consolidated cash and cash equivalents were held at various foreign
subsidiaries as of October 31, 2022. On November 3, 2022, net cash of $380,000 was used to fund the acquisition of
CyberOptics as disclosed in Note 19 to these Consolidated Financial Statements.
Cash provided by operating activities was $513,131 in 2022, compared to $545,927 in 2021. 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 $676,200 in 2022, compared to $590,607 in 2021. Changes
in working capital items used cash of $107,314 compared to $29,011 provided in 2021 as increases in receivables and inventory
Nordson Corporation 27
based on sales growth were partially offset by increases in other liabilities. In addition, cash used for other operating items
decreased by $17,936 in 2022 compared to 2021.
Cash used in investing activities was $222,761 in 2022, compared to $33,169 in 2021. In 2022, $171,613 in cash was used,
utilizing cash from operations, for acquisitions compared to $0 used in 2021. Capital expenditures were $51,428 in 2022
compared to $38,303 in 2021.
Cash used in financing activities was $416,006 in 2022, compared to $422,913 cash used in 2021. Net repayment of long-term
debt and long-term borrowings used $33,908 of cash in 2022, compared to $289,416 used in 2021. In 2022, cash of $262,869
was used for the purchase of treasury shares, up from $60,970 used in 2021. Dividend payments were $125,914 in 2022, up
from $97,683 in 2021 due to an increase in dividend on our common shares, on an annual basis, to $2.18 per share from $1.69
per share. Issuance of common shares related to employee benefit plans generated $12,124 of cash in 2022, down from $31,780
in 2021.
The following is a summary of significant changes by balance sheet caption from October 31, 2021 to October 31, 2022.
Receivables-net and inventories-net combined increased $104,127 due to increased business activity during the year. Goodwill
increased $131,129 due to the acquisition of NDC Technologies. Intangible assets-net decreased $27,965 primarily due to
amortization expense. Pension obligations decreased $40,033 primarily due to a decrease in discount rates.
We have a $850,000 unsecured multi-currency revolving credit facility with a group of banks that expires in April 2024. At
October 31, 2022 and October 31, 2021, we had no balances outstanding under the revolving credit facility. In connection with
the CyberOptics acquisition, we borrowed under the revolving credit facility.
Our operating performance, balance sheet position and financial ratios for 2022 remained strong. Total debt decreased $78,040
during 2022. The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital
expenditures, and contributions related to pension and postretirement obligations as well as principal and interest payments on
our outstanding debt. Primary sources of capital to meet these needs, as well as other opportunistic investments, are a
combination of cash provided by operations and borrowings under our loan agreements. Cash from operations, which when
combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to
fund our liquidity needs over the twelve months and the foreseeable future thereafter. The company believes it has the ability to
generate and obtain adequate amounts of cash to meet its long-term needs for cash.
Contractual and Other Material Cash Obligations
The following table summarizes contractual and other material cash obligations as of October 31, 2022:
Debt (1)
Interest payments on long-term debt (1)
Finance lease obligations (2)
Operating leases (2)
Contributions related to pension and postretirement benefits (3)
Purchase obligations (4)
$
Payments Due by Period
Total
738,822
50,846
17,826
117,411
6,335
238,530
Less than
1 Year
$ 392,537
16,222
4,907
15,738
6,335
232,675
1-3
Years
$ 196,285
19,720
5,439
26,470
—
5,855
4-5
Years
$ 60,000
9,214
1,367
21,327
—
—
After 5
Years
$ 90,000
5,690
6,113
53,876
—
—
Total obligations
$ 1,169,770
$ 668,414
$ 253,769
$ 91,908
$155,679
(1)
(2)
(3)
(4)
Refer to Note 10 to the Consolidated Financial Statements for further discussion.
Refer to Note 11 to the Consolidated Financial Statements for further discussion.
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 7 to the Consolidated Financial Statements for
further discussion.
Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are
not recorded in our Consolidated Balance Sheet.
We believe that the combination of present capital resources, cash from operations and unused financing sources such as our
credit facilities, including our revolving credit facility, are more than adequate to meet cash requirements for the twelve months
and the foreseeable future thereafter. There are no significant restrictions limiting the transfer of funds from international
subsidiaries to the parent company.
Nordson Corporation 28
New Accounting Standards
There have been no new accounting standards issued which would require either disclosure or adoption during the current
period by the Company.
Effects of Foreign Currency
The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to
fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate. As a general rule, a
weakening of the United States dollar relative to foreign currencies has a favorable effect on sales and net income, while a
strengthening of the dollar has a detrimental effect.
In 2022, as compared with 2021, the United States dollar was generally stronger against foreign currencies. 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. In 2021, as compared with 2020, the United States dollar was generally weaker against
foreign currencies. If 2020 exchange rates had been in effect during 2021, sales would have been approximately $55,200 lower
and third-party costs would have been approximately $24,600 lower. These effects on reported sales do not include the impact
of local price adjustments made in response to changes in currency exchange rates.
Trends
Our solid historical performance is attributed to our diverse geographic and end market participation and our long-term
commitment to develop and provide quality products and worldwide service to meet our customers’ changing needs.
Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995
This annual report, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other
things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the
United States and global economies. Statements in this annual report that are not historical are hereby identified as “forward-
looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,”
“believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar
words or phrases. 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 complete and
successfully integrate acquisitions, including the integration of 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 conflict between Russia and Ukraine, acts of terror, natural disasters and pandemics, including the COVID-19
pandemic.
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. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Factors that could cause our actual results to differ materially from the expected results are discussed in Part 1, Item 1A, Risk
Factors of this annual report.
Nordson Corporation 29
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are
subject to market risk arising from exchange rate movements between the dates foreign currencies are recorded and the dates
they are settled. We regularly use foreign exchange contracts to reduce our risks related to most of these transactions. These
contracts, primarily associated with the euro, yen and pound sterling, typically have maturities of 90 days or less, and generally
require the exchange of foreign currencies for United States dollars at rates stated in the contracts. Gains and losses from
changes in the market value of these contracts offset foreign exchange losses and gains, respectively, on the underlying
transactions. We use foreign exchange contracts on a routine basis to help mitigate the risks related to transactions denominated
in foreign currencies.
Refer to Note 13 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 tables that follow present principal repayments and weighted-average interest rates on outstanding borrowings of fixed-rate
debt.
At October 31, 2022
Annual repayments of
long-term debt
Average interest rate on
total borrowings
outstanding during the year
At October 31, 2021
Annual repayments of
long-term debt
Average interest rate on
total borrowings
outstanding during the year
2023
2024
2025
2026
2027
Thereafter
Total
Value
Fair
Value
$130,643
$110,643
$85,642
$50,000
$10,000
$90,000
$476,928
$452,879
3.7%
3.8%
3.9%
4.0%
4.0%
4.1%
3.7%
2022
2023
2024
2025
2026
Thereafter
Total
Value
Fair
Value
$30,643
$130,643
$110,643
$85,643
$50,000
$100,000
$507,572
$549,895
3.7%
3.7%
3.8%
3.9%
4.0%
4.0%
3.7%
We also have variable-rate long-term debt. The weighted average interest rate of this variable-rate debt was 1.74 percent at
October 31, 2022 and 0.71 percent at October 31, 2021. A one percent increase in interest rates would have resulted in
additional interest expense of approximately $2,841 on the variable rate long-term debt in 2022.
Nordson Corporation 30
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Income
Years ended October 31, 2022, 2021 and 2020
(In thousands except for per-share amounts)
Sales
Operating costs and expenses:
Cost of sales
Selling and administrative expenses
Assets held for sale impairment charge
Operating profit
Other income (expense):
Interest expense
Interest and investment income
Pension settlement charge for U.S. Plans
Other - net
Income before income taxes
Income tax provision:
Current
Deferred
Net income
Average common shares
Incremental common shares attributable to equity compensation
Average common shares and common share equivalents
Basic earnings per share
Diluted earnings per share
Dividends declared per common share
2022
2021
2020
$
2,590,278
$
2,362,209
$
2,121,100
1,163,742
724,176
—
1,887,918
702,360
1,038,129
708,953
—
1,747,082
615,127
990,632
693,552
87,371
1,771,555
349,545
(22,413)
2,026
(41,221)
8,527
(53,081)
649,279
146,908
(10,732)
136,176
(25,491)
(32,160)
2,150
—
(17,610)
(40,951)
574,176
115,737
4,071
119,808
1,681
—
(17,577)
(48,056)
301,489
65,906
(13,956)
51,950
$
513,103
$
454,368
$
249,539
57,629
620
58,249
8.90
8.81
2.18
$
$
$
58,091
643
58,734
7.82
7.74
1.69
$
$
$
57,757
716
58,473
4.32
4.27
1.53
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
Nordson Corporation 31
Consolidated Statements of Comprehensive Income
Years ended October 31, 2022, 2021 and 2020
(In thousands)
Net income
Components of other comprehensive income (loss), net of tax:
2022
2021
2020
$
513,103
$
454,368
$
249,539
Foreign currency translation adjustments
(126,657)
7,033
12,910
Pension and postretirement benefit plans:
Prior service (cost) credit arising during the year
Net actuarial gain (loss) arising during the year
Amortization of prior service cost
Amortization of actuarial loss
Curtailment gain
Settlement loss recognized
Total pension and postretirement benefit plans
—
54,065
(201)
7,575
1,052
32,219
94,710
124
25,289
(304)
14,954
—
3,187
43,250
(6)
(21,607)
(232)
12,767
—
1,931
(7,147)
Total other comprehensive income (loss)
(31,947)
50,283
5,763
Total comprehensive income
$
481,156
$
504,651
$
255,302
The accompanying notes are an integral part of the consolidated financial statements.
Nordson Corporation 32
Consolidated Balance Sheets
October 31, 2022 and 2021
(In thousands)
Assets
Current assets:
Cash and cash equivalents
Receivables - net
Inventories - net
Prepaid expenses and other current assets
Total current assets
Goodwill
Property, plant and equipment - net
Intangible assets - net
Operating right of use lease assets
Deferred income taxes
Other assets
Liabilities and shareholders' equity
Current liabilities:
Current maturities of long - term debt
Accrued liabilities
Accounts payable
Customer advance payments
Income taxes payable
Operating lease liability - current
Finance lease liability
Total current liabilities
Long-term debt
Operating lease liability - noncurrent
Deferred income taxes
Postretirement obligations
Pension obligations
Finance lease liability - noncurrent
Other long-term liabilities
Shareholders' equity:
Preferred shares, no par value; 10,000 shares authorized; none issued
Common shares, no par value; 160,000 shares authorized;
98,023 shares issued at October 31, 2022 and 2021
Capital in excess of stated value
Retained earnings
Accumulated other comprehensive loss
Common shares in treasury, at cost
Total shareholders' equity
The accompanying notes are an integral part of the consolidated financial statements.
Nordson Corporation 33
$
$
$
$
$
$
2022
163,457
537,313
383,398
48,803
1,132,971
1,804,693
353,442
329,402
102,279
10,447
87,141
3,820,375
392,537
206,828
99,276
92,584
22,333
15,738
4,907
834,203
345,320
90,768
110,781
56,804
40,551
11,184
36,389
2021
299,972
489,389
327,195
48,282
1,164,838
1,713,148
355,565
357,367
110,851
11,381
77,811
3,790,961
34,188
201,992
91,689
77,868
16,636
17,222
5,799
445,394
781,709
97,685
88,467
82,652
80,584
14,944
40,396
—
—
12,253
626,697
3,652,216
(207,782)
(1,789,009)
2,294,375
3,820,375
$
12,253
585,334
3,265,027
(175,835)
(1,527,649)
2,159,130
3,790,961
$
Consolidated Statements of Shareholders’ Equity
Years ended October 31, 2022, 2021
and 2020
(In thousands, except for per share
data)
October 31, 2019
Shares issued under company stock and
employee benefit plans
Stock-based compensation
Purchase of treasury shares
(384,498 shares)
Dividends declared ($1.53 per share)
Net income
Reclassification due to adoption of ASU
2016-02
Other comprehensive income (loss):
Foreign currency translation
adjustments
Defined benefit pension and post-
retirement plans adjustment
October 31, 2020
Shares issued under company stock and
employee benefit plans
Stock-based compensation
Purchase of treasury shares
(291,253 shares)
Dividends declared ($1.69 per share)
Net income
Impact of adoption of ASU 2016-13
Other comprehensive income (loss):
Foreign currency translation
adjustments
Defined benefit pension and post-
retirement plans adjustment
October 31, 2021
Shares issued under company stock and
employee benefit plans
Stock-based compensation
Purchase of treasury shares
(1,200,546 shares)
Dividends declared ($2.18 per share)
Net income
Other comprehensive income (loss):
Foreign currency translation
adjustments
Pension plan settlement adjustment
Defined benefit pension and post-
retirement plans adjustment
October 31, 2022
Common
Shares
$ 12,253
Additional
Paid-in-
Capital
$ 483,116
Retained
Earnings
$
2,747,650
Accumulated
Other
Comprehensive
Income (Loss)
$
Common
Shares in
Treasury,
at cost
TOTAL
(231,881) $ (1,430,093) $ 1,581,045
—
—
—
—
—
—
—
38,712
12,856
—
—
—
—
—
—
—
—
(88,347)
249,539
(104)
—
—
—
—
—
—
—
12,910
12,141
—
(52,614)
—
—
—
—
50,853
12,856
(52,614)
(88,347)
249,539
(104)
12,910
—
$ 12,253
—
$ 534,684
$
—
2,908,738
$
(7,147)
(7,147)
(226,118) $ (1,470,566) $ 1,758,991
—
—
—
—
—
—
—
—
27,893
22,757
—
—
—
—
—
—
—
—
(97,683)
454,368
(396)
—
—
—
—
—
—
—
7,033
3,887
—
(60,970)
—
—
—
—
31,780
22,757
(60,970)
(97,683)
454,368
(396)
7,033
—
$ 12,253
—
$ 585,334
$
—
3,265,027
$
43,250
43,250
(175,835) $ (1,527,649) $ 2,159,130
—
—
—
—
—
—
—
—
10,615
30,748
—
—
—
—
—
—
—
—
(125,914)
513,103
—
—
—
—
—
1,509
—
(262,869)
—
—
12,124
30,748
(262,869)
(125,914)
513,103
—
—
(126,657)
33,271
—
—
(126,657)
33,271
—
$ 12,253
—
$ 626,697
$
—
3,652,216
$
61,439
61,439
(207,782) $ (1,789,009) $ 2,294,375
—
The accompanying notes are an integral part of the consolidated financial statements.
Nordson Corporation 34
Consolidated Statements of Cash Flows
Years ended October 31, 2022, 2021 and 2020
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2022
2021
2020
$
513,103
$
454,368
$
249,539
Depreciation
Amortization
Provision for losses on receivables
Deferred income taxes
Non-cash stock compensation
Loss (gain) on sale of property, plant and equipment
Impairment loss on assets held for sale
Pension settlement charge for U.S. Plans
Other non-cash
Changes in operating assets and liabilities:
Receivables
Inventories
Prepaid expenses
Accounts payable
Income taxes payable
Accrued liabilities
Customer advance payments
Other
Net cash provided by operating activities
Cash flows from investing activities:
Additions to property, plant and equipment
Proceeds from sale of property, plant and equipment
Acquisition of businesses, net of cash acquired
Other
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term debt
Repayment of long-term debt
Repayment of capital lease obligations
Issuance of common shares
Purchase of treasury shares
Dividends paid
Net cash used in financing activities
Effect of exchange rate changes on cash
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
49,098
50,825
1,259
(10,732)
30,748
(581)
—
41,221
1,259
(72,907)
(69,132)
(1,708)
10,671
6,155
925
18,682
(55,755)
513,131
(51,428)
280
(171,613)
—
(222,761)
63,067
(96,975)
(5,439)
12,124
(262,869)
(125,914)
(416,006)
(10,879)
(136,515)
299,972
163,457
$
53,332
50,551
32
4,071
22,757
589
—
—
4,907
(13,720)
(50,584)
(5,209)
20,769
8,659
32,929
36,167
(73,691)
545,927
(38,303)
163
—
4,971
(33,169)
9,414
(298,830)
(6,624)
31,780
(60,970)
(97,683)
(422,913)
1,834
91,679
208,293
299,972
$
56,323
56,979
2,165
(13,956)
12,856
484
87,371
—
3,729
50,098
5,785
1,978
(10,673)
(7,816)
6,360
(619)
1,818
502,421
(50,535)
840
(142,414)
(2,000)
(194,109)
165,734
(319,550)
(7,605)
50,853
(52,614)
(88,347)
(251,529)
346
57,129
151,164
208,293
$
The accompanying notes are an integral part of the consolidated financial statements.
Nordson Corporation 35
Notes to Consolidated Financial Statements
NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES
In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson
Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the
context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.
Unless otherwise noted, all references to years relate to our fiscal year.
Note 1 — Significant accounting policies
Consolidation — The consolidated financial statements include the accounts of Nordson Corporation and its 100%-owned and
controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is 50 percent or less or in which we
do not have control but have the ability to exercise significant influence, are accounted for under the equity method. All
significant intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates — The preparation of financial statements in conformity with generally accepted accounting principles in the
United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated
Financial Statements and notes. Actual amounts could differ from these estimates.
Fiscal year — Our fiscal year is November 1 through October 31.
Revenue recognition — A contract exists when it has approval and commitment from both parties, the rights of the parties are
identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is
probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are
satisfied. Generally, our revenue results from short-term, fixed-price contracts and primarily is recognized as of a point in time
when the product is shipped or at a later point when the control of the product transfers to the customer. Revenue for
undelivered items is deferred and included within Accrued liabilities in our Consolidated Balance Sheets. Revenues deferred as
of October 31, 2022 and 2021 were not material.
However, for certain contracts related to the sale of customer-specific products within our Medical and Fluid Solutions
segment, revenue is recognized for these contracts over time as we satisfy performance obligations because of the continuous
transfer of control to the customer. The continuous transfer of control to the customer occurs as we enhance assets that are
customer controlled and we are contractually entitled to payment for work performed to date plus a reasonable margin.
As control transfers over time for these products or services, revenue is recognized based on progress toward completion of the
performance obligations. The selection method to measure progress towards completion requires judgment and is based on the
nature of the products or services to be provided. We have elected to use the input method – costs incurred for these contracts
because it best depicts the transfer of products or services to the customer based on incurring costs on the contract. Under this
method, revenues are recorded proportionally as costs are incurred. Contract assets recognized are recorded in Prepaid expenses
and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were
not material at October 31, 2022 or 2021. Revenue recognized over time represented approximately less than ten percent of our
overall consolidated revenues at October 31, 2022 or 2021.
Revenue is measured as the amount of consideration we expect
to receive in exchange for transferring products or
services. Taxes, including sales and value add, that we collect concurrently with revenue-producing activities are excluded from
revenue. As a practical expedient, we may exclude the assessment of whether goods or services are performance obligations, if
they are immaterial in the context of the contract, and combine these with other performance obligations. While payment terms
and conditions vary by contract type, we have determined that our contracts generally do not include a significant financing
component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a
significant portion of these costs are incurred prior to transfer of control to the customer. We have also elected to apply the
practical expedient to expense sales commissions as they are incurred, as the amortization period resulting from capitalizing the
costs is one year or less. These costs are recorded within Selling, general and administrative expenses in our Consolidated
Statements of Income.
We offer assurance-type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty
contracts that are sold separately is recognized over the life of the warranty term and is not material. Certain arrangements may
include installation, installation supervision, training and spare parts, which tend to be completed in a short period of time, at an
insignificant cost, and utilizing skills not unique to us; therefore, these items are typically regarded as inconsequential or not
material.
We disclose disaggregated revenues by operating segment and geography in accordance with the revenue standard and on the
same basis used internally by the chief operating decision maker for evaluating performance of operating segments and for
allocating resources. Refer to Note 16 for details on our operating segments.
Nordson Corporation 36
Notes to Consolidated Financial Statements — (Continued)
Shipping and handling costs — Amounts billed to customers for shipping and handling are recorded as revenue. Shipping and
handling expenses are included in cost of sales.
Advertising costs — Advertising costs are expensed as incurred and were $7,028, $5,986 and $7,174 in 2022, 2021 and 2020,
respectively.
Research and development — Investments in research and development are important to our long-term growth, enabling us to
keep pace with changing customer and marketplace needs through the development of new products and new applications for
existing products. We place strong emphasis on technology developments and improvements through internal engineering and
research teams. Research and development costs are expensed as incurred and were $63,031, $59,422 and $63,591 in 2022,
2021 and 2020, respectively.
Earnings per share — Basic earnings per share are computed based on the weighted-average number of common shares
outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares
and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock
options computed using the treasury stock method, as well as restricted stock and deferred stock-based compensation. Options
whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share
because the effect would be anti-dilutive. Options for 78 common shares were excluded from the diluted earnings per share
calculation in 2022 and 46 and 95 options were excluded from the calculation of diluted earnings per share in 2021 and 2020,
respectively because their effect would have been anti-dilutive. Under the 2021 Stock Incentive and Award Plan, executive
officers and selected other key employees receive common share awards based on corporate performance measures over three-
year performance periods. Awards for which performance measures have not been met were excluded from the calculation of
diluted earnings per share.
Cash and cash equivalents — Highly liquid instruments with maturities of 90 days or less at date of purchase are considered
to be cash equivalents.
Allowance for doubtful accounts — An allowance for doubtful accounts is maintained for estimated losses resulting from the
inability of customers to make required payments. The amount of the allowance is determined principally on the basis of past
collection experience and known factors regarding specific customers. Accounts are written off against the allowance when it
becomes evident that collection will not occur. Credit is extended to customers satisfying pre-defined credit criteria. We believe
we have limited concentration of credit risk due to the diversity of our customer base.
Our primary allowance for credit losses is the allowance for doubtful accounts, which is principally determined based on aging
of receivables. Receivables are exposed to credit risk based on the customers' ability to pay which is influenced by, among other
factors, their financial liquidity. We perform ongoing customer credit evaluation to maintain sufficient allowances for potential
credit losses. Our segments perform credit evaluation and monitoring to estimate and manage credit risk through the review of
customer information, credit ratings, approval and monitoring of customer credit limits, and assessment of market conditions.
We may also require prepayments or bank guarantees from customers to mitigate credit risk. Our receivables are generally
short-term in nature with a majority of receivables outstanding less than 90 days. Accounts receivable balances are written-off
against the allowance if deemed uncollectible.
Accounts receivable are net of an allowance for credit losses of $8,218 and $7,522 at October 31, 2022 and October 31, 2021,
respectively. The provision for losses on receivables was $1,259 for the twelve months ended October 31, 2022 compared to
$32 for the same period a year ago. The remaining change in the allowance for credit losses is principally related to the write-
off of uncollectible accounts.
Inventories — Inventories are valued at the lower of cost or net realizable value. Effective in the third quarter of 2022, we
changed our accounting method for certain U.S. inventories from a last-in, first-out basis (LIFO) to a first-in, first-out basis
(FIFO). Previously, the LIFO method was used to determine the cost of a portion of our inventories in the U.S. We believe this
change in accounting method is preferable as it is consistent with how we manage our business, results in a uniform method to
value our inventory across all regions of our business, improves comparability with our peers and is expected to better reflect
the current value of inventory on the consolidated balance sheets. We applied this accounting change as a cumulative effect
adjustment to cost of sales in the third quarter of 2022 and did not restate prior period financial statements because the impact
was not material. Cost was determined using the LIFO method for 16 percent of consolidated inventories at October 31, 2021.
Consolidated inventories would have been $4,216 higher than reported at October 31, 2021 had the FIFO method, which
approximates current cost, been used for valuation of all inventories.
Property, plant and equipment and depreciation — Property, plant and equipment are carried at cost. Additions and
improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as
incurred. Plant and equipment are depreciated for financial reporting purposes using the straight-line method over the estimated
Nordson Corporation 37
Notes to Consolidated Financial Statements — (Continued)
useful lives of the assets or, in the case of property under finance leases, over the terms of the leases. Leasehold improvements
are depreciated over the shorter of the lease term or their useful lives.
Useful lives are as follows:
Land improvements
Buildings
Machinery and equipment
Enterprise management systems
15-25 years
20-40 years
3-18 years
5-13 years
Depreciation expense is included in cost of sales and selling and administrative expenses. Internal use software costs are
expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage
or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning
with the project’s completion. All re-engineering costs are expensed as incurred. Interest costs on significant capital projects are
capitalized. No interest was capitalized in 2022, 2021 or 2020.
Goodwill and intangible assets — Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets
acquired and liabilities assumed in a business combination. Goodwill relates to and is assigned directly to specific reporting
units. Goodwill is not amortized but is subject to annual impairment testing. Our annual impairment testing is performed as of
August 1. Testing is done more frequently if an event occurs or circumstances change that would indicate the fair value of a
reporting unit is less than the carrying amount of those assets.
Other amortizable intangible assets, which consist primarily of patent/technology costs, customer relationships, noncompete
agreements and trade names, are amortized over their useful lives on a straight-line basis.
At October 31, 2022, the weighted-average useful lives for each major category of amortizable intangible assets were:
Patent/technology costs
Customer relationships
Noncompete agreements
Trade names
12 years
14 years
4 years
15 years
Foreign currency translation — The financial statements of subsidiaries outside the United States are generally measured
using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of
exchange at the balance sheet dates. Income and expense items are translated at average monthly rates of exchange. The
resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of
shareholders’ equity. Generally, gains and losses from foreign currency transactions, including forward contracts, of these
subsidiaries and the United States parent are included in net income. Gains and losses from intercompany foreign currency
transactions of a long-term investment nature are included in accumulated other comprehensive income (loss).
Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2022 and 2021 consisted
of:
Balance at October 31, 2021
Pension and postretirement plan
changes, net of tax of ($31,007)
Currency translation losses
Balance at October 31, 2022
$
$
Cumulative
translation
adjustments
Pension and
postretirement benefit
plan adjustments
Accumulated
other comprehensive
loss
(33,389) $
(142,446) $
—
(126,657)
(160,046) $
94,710
—
(47,736) $
(175,835)
94,710
(126,657)
(207,782)
Warranties — We offer warranties to our customers depending on the specific product and terms of the customer purchase
agreement. A typical warranty program requires that we repair or replace defective products within a specified time period
(generally one year) measured from the date of delivery or first use. We record an estimate for future warranty-related costs
based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty
provisions is adjusted as necessary. The liability for warranty costs is included in Accrued liabilities in the Consolidated
Balance Sheet.
Nordson Corporation 38
Notes to Consolidated Financial Statements — (Continued)
Following is a reconciliation of the product warranty liability as of October 31, 2022 and 2021:
Balance at beginning of year
Accruals for warranties
Warranty payments
Currency adjustments
Balance at end of year
2022
2021
$
11,113
17,188
(14,609)
(1,969)
11,723
$
10,550
16,011
(15,475)
27
11,113
$
$
Note 2 — Recently issued accounting standards
There have been no new accounting standards issued that would require either disclosure or adoption for 2022 by the Company.
Note 3 — Acquisitions
Business acquisitions have been accounted for using the acquisition method, with the acquired assets and liabilities recorded at
estimated fair value on the dates of acquisition. The cost in excess of the net assets of the business acquired is included in
goodwill. Operating results since the respective dates of acquisitions are included in the Consolidated Statement of Income.
2022 acquisition
On November 1, 2021, we acquired 100 percent of NDC Technologies (NDC), a leading global provider of precision
measurement solutions for in-line manufacturing process control. NDC's technology portfolio includes in-line measurement
sensors, gauges and analyzers using near-infrared, laser, X-ray, optical and nucleonic technologies, as well as proprietary
algorithms and software. We acquired NDC for an aggregate purchase price of $171,613, net of cash of approximately $7,533
and other working capital adjustments of $2,763, utilizing cash on hand. Based on the fair value of the assets acquired and the
liabilities assumed, goodwill of $131,129 and identifiable intangible assets of $31,130 were recorded. The identifiable
intangible assets consist primarily of $10,800 of tradenames (amortized over 13 years), $10,000 of technology (amortized over
7 years), $9,500 of customer relationships (amortized over 4 years) and $830 of non-compete agreements (amortized over 3
years). Goodwill associated with this acquisition of $72,018 is tax deductible. This acquisition is being reported in our
Industrial Precision Solutions segment and the results of NDC are not material to our Consolidated Financial Statements.
2020 acquisitions
On September 1, 2020, we acquired 100 percent of the outstanding shares of vivaMOS Ltd. ("vivaMOS"), a developer and
fabricator of high-end large-area complementary metal–oxide–semiconductor ("CMOS") image sensors for a wide range of X-
ray applications. We acquired vivaMOS for an aggregate purchase price of $17,154 net of cash and other closing adjustments of
approximately $158, utilizing cash on hand. Based on the fair value of the assets acquired and the liabilities assumed, goodwill
of $14,394 and identifiable intangible assets of $4,040 were recorded. The identifiable intangible assets consist primarily of
$3,900 of technology (amortized over 10 years) and $140 of non-compete agreements (amortized over 3 years). Goodwill
associated with this acquisition was not tax deductible. This acquisition is being reported in our Advanced Technology
Solutions segment and the results of vivaMOS were not material to our Consolidated Financial Statements.
On June 1, 2020, we acquired 100 percent of the outstanding shares of Fluortek, Inc. ("Fluortek"), a precision plastic extrusion
manufacturer that provides custom dimensioned tubing to the medical device industry. We acquired Fluortek for an aggregate
purchase price of $125,260, net of cash and other closing adjustments of approximately $515, utilizing cash on hand. Based on
the fair value of the assets acquired and the liabilities assumed, property, plant and equipment and working capital – net of
$19,843, goodwill of $76,047 and identifiable intangible assets of $29,370 were recorded. The identifiable intangible assets
consist primarily of $19,700 of customer relationships (amortized over 12 years), $7,400 of technology (amortized over 10
years), $1,500 of tradenames (amortized over 10 years) and $770 of non-compete agreements (amortized over 5 years).
Goodwill associated with this acquisition was tax deductible. This acquisition is being reported in our Medical and Fluid
Solutions segment and the results for Fluortek were not material to the our Consolidated Financial Statements.
Nordson Corporation 39
Notes to Consolidated Financial Statements — (Continued)
Note 4 — Divestiture
In the fourth quarter of 2020, we committed to a plan to sell our screws and barrels product line within our Industrial Precision
Solutions operating segment and determined the criteria to be classified as held for sale were met. We entered into a letter of
intent to sell the screws and barrels product line in October 2020, and in December 2020, we entered into a definitive agreement
with the buyer. The assets and liabilities were presented as held for sale in the Condensed Consolidated Balance Sheets and
measured at the lower of carrying value or fair value less cost to sell from October 31, 2020 until the transaction was completed
on February 1, 2021. Before measuring the fair value less costs to sell of the disposal group as a whole, we first reviewed
individual assets and liabilities to determine if any fair value adjustments were required and concluded no individual asset
impairments were required. Then, based on the definitive agreement entered into by us and the buyer, we determined the fair
value of the disposal group to be equal to the selling price, less costs to sell. Based on this review, we recorded a non-cash,
assets held for sale impairment charge of $87,371 in 2020. Excluding the non-cash, assets held for sale impairment charge
recorded in the fourth quarter of 2020, the operating results of the screws and barrels product line were not material to our
Consolidated Financial Statements for any period presented. There were no significant adjustments in 2021 to the loss
recognized in 2020.
Note 5 — Details of Consolidated Balance Sheet
2022
2021
Receivables:
Accounts
Notes
Other
Allowance for doubtful accounts
Inventories:
Finished goods
Raw materials and component parts
Work-in-process
Obsolescence and other reserves
Property, plant and equipment:
Land
Land improvements
Buildings
Machinery and equipment
Enterprise management system
Construction-in-progress
Leased property under finance leases
Accumulated depreciation and amortization
Accrued liabilities:
Salaries and other compensation
Taxes other than income taxes
Warranty
Interest
Pension and retirement
Customer commissions
Other
Nordson Corporation 40
$
$
$
$
$
$
$
$
510,300
417
34,814
545,531
(8,218)
537,313
218,491
157,447
53,195
429,133
(45,735)
383,398
9,278
4,979
271,450
505,343
52,513
31,466
27,512
902,541
(549,099)
353,442
81,181
14,869
11,723
6,018
4,456
3,526
85,055
206,828
$
479,594
2,504
14,843
496,941
(7,552)
489,389
211,628
111,089
54,557
377,274
(50,079)
327,195
9,238
4,786
263,399
491,180
50,532
32,719
37,506
889,360
(533,795)
355,565
87,066
13,095
11,113
6,262
5,622
10,460
68,374
201,992
$
$
$
$
$
$
$
Notes to Consolidated Financial Statements — (Continued)
Note 6 — Goodwill and intangible assets
We account for goodwill and other intangible assets in accordance with the provisions of ASC 350 and account for business
combinations using the acquisition method of accounting and accordingly, the assets and liabilities of the entities acquired are
recorded at their estimated fair values at the acquisition date. Goodwill is the excess of purchase price over the fair value of
tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is
subject to annual impairment testing. Our annual impairment testing is performed as of August 1. Testing is done more
frequently if an event occurs or circumstances change that would indicate the fair value of a reporting unit is less than the
carrying amount of those assets. We assess the fair value of reporting units on a non-recurring basis using a quantitative
analysis that uses a combination of the discounted cash flow method of the Income Approach and the guideline public company
method of the Market Approach, and compare the result against the reporting unit’s carrying value of net assets. The implied
fair value of our reporting units is determined based on significant unobservable inputs, as discussed below; accordingly, these
inputs fall within Level 3 of the fair value hierarchy. 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. Terminal value calculations employ a published formula
known as the Gordon Growth Model Method that essentially captures the present value of perpetual cash flows beyond the last
projected period assuming a constant Weighted Average Cost of Capital (WACC) methodology and growth rate. For each
reporting unit, a sensitivity analysis is performed to vary the discount and terminal growth rates in order to provide a range of
reasonableness for detecting impairment. Discount rates are developed using a WACC methodology. 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.
In the application of the guideline public company method (Market Approach), fair value is determined using transactional
evidence for similar publicly traded equity. The comparable company guideline group is determined based on relative
similarities to each reporting unit since exact correlations are not available. An indication of fair value for each reporting unit is
based on the placement of each reporting unit within a range of multiples determined for its comparable guideline company
group. Valuation multiples are derived by dividing latest twelve-month performance for revenues and Earnings Before Interest,
Taxes, Depreciation and Amortization (EBITDA) into total invested capital, which is the sum of traded equity plus interest
bearing debt less cash. These multiples are applied against the revenue and EBITDA of each reporting unit. While the implied
indications of fair value using the guideline public company method yield meaningful results, the discounted cash flow method
of the income approach includes management’s thoughtful projections and insights as to what the reporting units will
accomplish in the near future. Accordingly, the reasonable, implied fair value of each reporting unit is a blend based on the
consideration of both the Income and Market approaches.
An impairment charge is recorded for the amount by which the carrying value of the reporting unit exceeds the fair value of the
reporting unit, as calculated in the quantitative analysis described above. Based on our annual impairment tests in 2022, 2021
and 2020, the fair value of each reporting unit exceeded its carrying value, and accordingly, we did not record any goodwill
impairment charges in 2022, 2021 or 2020.
Effective in the fourth quarter of 2022, we realigned our former two operating segments into three: Industrial Precision
Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions. Previously, Advanced Technology Solutions was
comprised of Medical and Fluid Solutions and the former Advanced Technology Solutions. Our segment change did not have
any impact on our reporting units.
Our reporting units include components of the Industrial Precision Solutions, Medical and Fluid Solutions, and the Advanced
Technology Solutions segments. Changes in the carrying amount of goodwill during 2022 by operating segment:
Industrial
Precision Solutions
Medical Fluid
Systems
Advanced
Technology Systems
Total
Balance at October 31, 2021
Acquisitions
Currency effect
Balance at October 31, 2022
$
$
$
415,020
131,129
(25,913)
1,176,149
—
$
(4,080)
520,236
$
1,172,069
$
$
121,979
—
(9,591)
112,388
$
1,713,148
131,129
(39,584)
1,804,693
The increase in goodwill for 2022 was due to the acquisition of NDC. See Note 3 for additional details.
Nordson Corporation 41
Notes to Consolidated Financial Statements — (Continued)
Changes in the carrying amount of goodwill during 2021 by operating segment:
Balance at October 31, 2020
Currency effect
Balance at October 31, 2021
Industrial
Precision Solutions
415,862
$
(842)
415,020
$
$
$
Medical Fluid
Systems
Advanced
Technology Systems
121,520
459
121,979
1,175,972 $
177
1,176,149 $
Total
1,713,354
(206)
1,713,148
$
$
Accumulated impairment losses, which were recorded in 2009, were $232,789 of which $229,173 related to the Advanced
Technology Solutions segment and $3,616 related to the Industrial Precision Solutions segment.
Information regarding intangible assets subject to amortization:
Customer relationships
Patent/technology costs
Trade names
Noncompete agreements
Other
Total
Customer relationships
Patent/technology costs
Trade names
Noncompete agreements
Other
Total
Carrying
Amount
480,058
157,549
82,759
10,253
446
731,065
Carrying
Amount
483,815
154,267
74,301
9,896
1,385
723,664
$
$
$
$
October 31, 2022
Accumulated
Amortization
250,798
$
96,426
44,707
9,290
442
401,663
$
October 31, 2021
Accumulated
Amortization
226,658
$
89,299
39,858
9,099
1,383
366,297
$
$
$
$
$
Net Book
Value
229,260
61,123
38,052
963
4
329,402
Net Book
Value
257,157
64,968
34,443
797
2
357,367
Amortization expense for 2022, 2021 and 2020 was $50,825, $50,551 and $56,979, respectively. See Note 3 for details
regarding intangibles recorded due to the acquisition of NDC.
Estimated amortization expense for each of the five succeeding years:
Year
2023
2024
2025
2026
2027
$
Amounts
49,169
46,532
42,685
38,625
34,878
Note 7 — Retirement, pension and other postretirement plans
Retirement plans — We have funded contributory retirement plans covering certain employees. Our contributions are
primarily determined by the terms of the plans, subject to the limitation that they shall not exceed the amounts deductible for
income tax purposes. We also sponsor unfunded contributory supplemental retirement plans for certain employees. Generally,
benefits under these plans vest gradually over a period of approximately three years from date of employment, and are based on
the employee’s contribution. The expense applicable to retirement plans for 2022, 2021 and 2020 was approximately $26,635,
$22,983 and $20,265, respectively.
Pension plans — We have various pension plans covering a portion of our United States and international employees. Pension
plan benefits are generally based on years of employment and, for salaried employees, the level of compensation. Actuarially
determined amounts are contributed to United States plans to provide sufficient assets to meet future benefit payment
Nordson Corporation 42
Notes to Consolidated Financial Statements — (Continued)
requirements. We also sponsor an unfunded supplemental pension plan for certain employees. International subsidiaries fund
their pension plans according to local requirements.
During the second quarter of 2022, we completed a partial plan settlement transaction in regards to two of our U.S. pension
plans in which plan assets amounting to $171,181 were used to purchase a group annuity contract from The Prudential
Insurance Company of America (Prudential). The settlement resulted in a loss of $41,221, which is included in Pension
settlement charge for U.S. Plans on the Consolidated Statements of Income. This transaction relieved the Company of its
responsibility for the pension obligation related to certain retired employees and transferred the obligation and payment
responsibility to Prudential for retirement benefits owed to approximately 1,500 retirees and other beneficiaries. The annuity
contract covered retirees who commenced receiving benefits on or before November 1, 2021. The monthly retirement benefit
payment amounts currently received by retirees and their beneficiaries did not change as a result of this transaction. Plan
participants not included in the transaction remain in the plans and responsibility for payment of the retirement benefits remains
with the Company.
A reconciliation of the benefit obligations, plan assets, accrued benefit cost and the amount recognized in financial statements
for pension plans is as follows:
Change in benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Participant contributions
Amendments
Settlements
Curtailments
Foreign currency exchange rate change
Actuarial (gain) loss
Benefits paid
Benefit obligation at end of year
Change in plan assets:
Beginning fair value of plan assets
Actual return on plan assets
Company contributions
Participant contributions
Settlements
Foreign currency exchange rate change
Benefits paid
Ending fair value of plan assets
United States
International
2022
2021
2022
2021
$ 627,271
16,820
14,486
—
—
(171,181)
(2,715)
—
(165,697)
(15,464)
$ 303,520
$ 615,768
22,555
13,652
—
—
(9,016)
(2,436)
—
4,561
(17,813)
$ 627,271
$ 106,049
1,693
1,105
72
—
(1,446)
(705)
(14,291)
(29,414)
(2,183)
$ 60,880
$ 104,849
2,120
887
80
15
(714)
—
1,024
(121)
(2,091)
$ 106,049
$ 639,589
(121,912)
2,819
—
(171,181)
—
(15,464)
$ 333,851
$ 510,250
62,063
94,105
—
(9,016)
—
(17,813)
$ 639,589
$ 47,274
301
2,381
72
(1,446)
(8,083)
(2,183)
$ 38,316
$ 45,476
243
3,318
80
(714)
962
(2,091)
$ 47,274
Funded status at end of year
$ 30,331
$ 12,318
$ (22,564) $ (58,775)
Amounts recognized in financial statements:
Noncurrent asset
Accrued benefit liability
Long-term pension obligations
Total amount recognized in financial statements
$ 41,548
(813)
(10,404)
$ 30,331
$ 30,840
(799)
(17,723)
$ 12,318
Nordson Corporation 43
$
$
7,588
(5)
(30,147)
4,086
—
(62,861)
$ (22,564) $ (58,775)
Notes to Consolidated Financial Statements — (Continued)
The net actuarial gain included in the projected benefit obligation for the United States pension plans for 2022 was primarily
due to higher discount rates partially offset by an increase in the compensation increase assumption. The net actuarial loss
included in the projected benefit obligation for the United States pension plans for 2021 was primarily due to updated census
data partially offset by gains due to changes in the discount rates.
Amounts recognized in accumulated other comprehensive (gain) loss:
United States
International
Net actuarial loss (gain)
Prior service cost (credit)
Accumulated other comprehensive loss (income)
2022
74,293
—
74,293
$
$
2021
$ 142,070
48
$ 142,118
The following table summarizes the changes in accumulated other comprehensive loss (income):
Balance at beginning of year
Net (gain) loss arising during the year
Prior service cost arising during the year
Net gain recognized during the year
Prior service adjustment recognized during the year
Settlement (gain) loss
Curtailment (gain) loss
Exchange rate effect during the year
Balance at end of year
United States
2022
$ 142,118
(16,010)
—
(7,504)
(48)
(41,548)
(2,715)
—
74,293
$
2021
$ 192,577
(29,091)
—
(14,885)
64
(4,111)
(2,436)
—
$ 142,118
2022
(2,280) $
(133)
(2,413) $
2021
30,544
(1,808)
28,736
International
$
2022
28,736
(28,234)
—
(2,278)
104
29
1,406
(2,176)
(2,413) $
2021
29,960
1,220
15
(3,144)
303
(32)
—
414
28,736
$
$
$
$
Information regarding the funded status of the Company's plans is as follows:
For plans with accumulated benefit obligation in excess of plan assets:
Accumulated benefit obligation
Fair value of plan assets
For plans with projected benefit obligation in excess of plan assets:
Projected benefit obligation
Fair value of plan assets
Net periodic pension costs include the following components:
United States
International
2022
2021
2022
2021
$
$
10,555
—
16,182
—
$
32,514
4,724
$
85,559
32,306
11,217
—
18,522
—
34,931
4,778
95,221
32,360
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service credit
Amortization of net actuarial loss
Settlement loss (gain)
Curtailment gain
Total benefit cost
$
$
$
United States
2021
22,555
13,652
(28,410)
(64)
14,885
4,111
2022
16,820
14,486
(27,776)
48
7,504
41,548
$
2020
20,635
15,824
(24,667)
(84)
14,032
2,508
—
52,630
$
—
26,729
$
—
28,248
$
$
International
2021
2020
2022
1,693
1,105
(1,430)
(104)
2,278
(29)
(2,112)
1,401
$
$
2,120
887
(1,585)
(303)
3,144
32
—
4,295
$
$
2,099
1,025
(1,273)
(290)
2,972
—
—
4,533
Nordson Corporation 44
Notes to Consolidated Financial Statements — (Continued)
Net periodic pension cost for 2022, 2021 and 2020 also included settlement losses of $298, $4,143 and $2,508, respectively,
due to lump sum retirement payments. Net periodic pension cost for 2022 included a curtailment gain of $2,112 due to the
freeze of an international defined benefit plan.
The components of net periodic pension cost other than service cost are included in Pension settlement charge for U.S. Plans
and Other – net in our Consolidated Statements of Income.
The weighted average assumptions used in the valuation of pension benefits were as follows:
United States
2021
2022
2020
2022
International
2021
2020
Assumptions used to determine benefit obligations at October 31:
Discount rate
Rate of compensation increase
Assumptions used to determine net benefit costs for the years
ended October 31:
5.70 % 3.02 % 2.85 % 3.78 % 1.30 % 1.01 %
4.30
2.69
4.00
2.90
4.00
3.44
Discount rate - benefit obligation
Discount rate - service cost
Discount rate - interest cost
Expected return on plan assets
Rate of compensation increase
3.02
3.42
2.35
5.75
4.00
2.85
3.30
2.10
5.75
4.00
3.25
3.56
2.78
5.75
4.00
1.30
1.14
1.37
3.29
2.90
1.01
0.93
0.80
3.31
2.69
1.26
1.12
1.05
3.22
3.12
The amortization of prior service cost is determined using a straight-line amortization of the cost over the average remaining
service period of employees expected to receive benefits under the plans.
The discount rate reflects the current rate at which pension liabilities could be effectively settled at the end of the year. The
discount rate used considers a yield derived from matching projected pension payments with maturities of a portfolio of
available bonds that receive the highest rating given from a recognized investments ratings agency. The changes in the discount
rates in 2022, 2021 and 2020 are due to changes in yields for these types of investments as a result of the economic
environment.
In determining the expected return on plan assets using the calculated value of plan assets, we consider both historical
performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and
consider the opinions of financial and other professionals in developing appropriate return assumptions. The rate of
compensation increase is based on management’s estimates using historical experience and expected increases in rates.
The international plans include a cash balance plan with promised interest crediting rates. The weighted average crediting rates
were 0.60%, 0.50% and 0.40% for 2022, 2021 and 2020, respectively.
Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when exceeding the accounting corridor, which is
set at 10 percent of the greater of the plan assets or benefit obligations. Gains or losses within the corridor remain in other
comprehensive income and are retested in subsequent measurements. Gains or losses outside of the corridor are subject to
amortization over an average employee future service period that differs by plan. If substantially all of the plan’s participants
are no longer actively accruing benefits, the average life expectancy is used.
The allocation of pension plan assets as of October 31, 2022 and 2021 is as follows:
Asset Category
Equity securities
Debt securities
Insurance contracts
Pooled investment funds
Other
Total
United States
International
2022
2021
2022
2021
3 %
42
—
54
1
100 %
13 %
46
—
41
—
100 %
— %
—
47
51
2
100 %
— %
—
51
48
1
100 %
Our investment objective for defined benefit plan assets is to meet the plans’ benefit obligations, while minimizing the potential
for future required plan contributions.
Nordson Corporation 45
Notes to Consolidated Financial Statements — (Continued)
Our United States plans comprise 90 percent of the Company's worldwide pension assets. In general, the investment strategies
focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment
return and risk. Target ranges for asset allocations are determined by dynamically matching the actuarial projections of the
plans’ future liabilities and benefit payments with expected long-term rates of return on the assets, taking into account
investment return volatility and correlations across asset classes. For 2022, the target in “return-seeking assets” is 30 percent
and 70 percent in longer duration fixed income assets. Plan assets are diversified across multiple investment managers and are
invested in liquid funds that are selected to track broad market indices. Investment risk is carefully controlled with plan assets
rebalanced to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to
the guidelines established with each investment manager.
Our international plans comprise 10 percent of the Company's worldwide pension assets. Asset allocations are developed on a
country-specific basis. Our investment strategy is to cover pension obligations with insurance contracts or to employ
independent managers to invest the assets.
The fair values of our pension plan assets at October 31, 2022 by asset category are in the table below:
United States
International
Cash
Money market funds
Equity securities:
Basic materials
Consumer goods
Financial
Healthcare
Industrial goods
Technology
Fixed income securities:
U.S. Government
Corporate
Other
Other types of investments:
Insurance contracts
Other
Total investments in the fair value
hierarchy
Level 2
$
Level 3
— $ — $
—
—
Total
$
381
155
Level 1
381
$
155
719
1,802
1,489
1,801
1,713
1,569
719
1,802
1,489
1,801
1,713
1,569
—
—
—
—
—
—
29,252
109,433
2,964
328
28,924
— 109,433
2,964
—
—
1,474
—
1,474
—
—
Total
775
—
—
—
—
—
—
—
—
—
—
18,066
—
Level 1 Level 2 Level 3
$ — $ —
$
—
775
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 18,066
—
—
—
—
—
—
—
—
—
—
—
—
—
$152,752
$11,431
$141,321
$ — $ 18,841
$
775
$ — $18,066
Investments measured at Net Asset Value:
Real estate collective funds
Pooled investment funds
Total Investments at Fair Value
51,961
129,138
$333,851
—
19,475
$ 38,316
Nordson Corporation 46
Notes to Consolidated Financial Statements — (Continued)
The fair values of our pension plan assets at October 31, 2021 by asset category are in the table below:
United States
International
Cash
Money market funds
Equity securities:
Basic materials
Consumer goods
Financial
Healthcare
Industrial goods
Technology
Mutual funds
Fixed income securities:
U.S. Government
Corporate
Other
Other types of investments:
Insurance contracts
Other
Level 2
$
Level 3
— $ — $
—
—
Total
$
1,467
4,495
Level 1
$ 1,467
4,495
2,038
4,360
3,753
4,864
3,640
5,080
52,319
2,038
4,360
3,753
4,864
3,640
5,080
52,319
—
—
—
—
—
—
—
89,614
194,793
9,619
4,024
85,590
— 194,793
9,619
—
—
1,494
—
1,494
—
—
Total
519
—
—
—
—
—
—
—
—
—
—
—
23,993
—
Level 1 Level 2 Level 3
$ — $ —
$
—
519
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 23,993
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Total investments in the fair value
hierarchy
$377,536
$87,534
$290,002
$ — $ 24,512
$
519
$ — $23,993
Investments measured at Net Asset Value:
Real estate collective funds
Pooled investment funds
Total Investments at Fair Value
44,056
217,997
$639,589
—
22,762
$ 47,274
These investment funds did not own a significant number of Nordson Corporation common shares for any year presented.
The inputs and methodology used to measure fair value of plan assets are consistent with those described in Note 12. Following
are the valuation methodologies used to measure these assets:
•
•
•
•
•
•
Money market funds - Money market funds are public investment vehicles that are valued with a net asset value of
one dollar. This is a quoted price in an active market and is classified as Level 1.
Equity securities - Common stocks and mutual funds are valued at the closing price reported on the active market on
which the individual securities are traded and are classified as Level 1.
Fixed income securities - U.S. Treasury bills reflect the closing price on the active market in which the securities are
traded and are classified as Level 1. Securities of U.S. agencies are valued using bid evaluations and are classified as
Level 2. Corporate fixed income securities are valued using evaluated prices, such as dealer quotes, bids and offers and
are therefore classified as Level 2.
Insurance contracts - Insurance contracts are investments with various insurance companies. The contract value
represents the best estimate of fair value. These contracts do not hold any specific assets. These investments are
classified as Level 3.
Real estate collective funds – These funds are valued using the net asset value of the underlying properties. Net asset
value is calculated using a combination of key inputs, such as revenue and expense growth rates,
terminal
capitalization rates and discount rates.
Pooled investment funds - These are public investment vehicles valued using the net asset value. The net asset value
is based on the value of the assets owned by the plan, less liabilities. These investments are not quoted on an active
exchange.
Nordson Corporation 47
Notes to Consolidated Financial Statements — (Continued)
The following tables present an analysis of changes during the years ended October 31, 2022 and 2021 in Level 3 plan assets,
by plan asset class, for U.S. and international pension plans using significant unobservable inputs to measure fair value:
Beginning balance at October 31, 2021
Actual return on plan assets:
Purchases
Sales
Settlements
Unrealized losses
Foreign currency translation
Ending balance at October 31, 2022
Beginning balance at October 31, 2020
Actual return on plan assets:
Purchases
Sales
Settlements
Unrealized losses
Foreign currency translation
Ending balance at October 31, 2021
Fair Value Measurements
Using Significant Unobservable
Inputs (Level 3)
Insurance
contracts
$
$
23,993
1,525
(1,519)
(1,446)
(254)
(4,233)
18,066
Fair Value Measurements
Using Significant Unobservable
Inputs (Level 3)
Insurance
contracts
$
$
24,496
1,441
(541)
(714)
(440)
(249)
23,993
Contributions to pension plans in 2022 are estimated to be approximately $3,105.
Retiree pension benefit payments, which include expected future service, are anticipated to be paid as follows:
Year
2023
2024
2025
2026
2027
2026-2030
United States
International
$
$
6,925
8,728
10,834
12,863
14,835
103,524
2,425
2,790
3,466
4,060
2,783
17,257
Other postretirement plans - We sponsor an unfunded postretirement health care benefit plan covering certain of our United
States employees. Employees hired after January 1, 2002, are not eligible to participate in this plan. For eligible retirees under
the age of 65 who enroll in the plan, the plan is contributory in nature, with retiree contributions in the form of premiums that
are adjusted annually. For eligible retirees age 65 and older who enroll in the plan, the plan delivers a benefit in the form of a
Health Reimbursement Account (HRA), which retirees use for eligible reimbursable expenses, including premiums paid for
purchase of a Medicare supplement plan or other out-of-pocket medical expenses such as deductibles or co-pays.
Nordson Corporation 48
Notes to Consolidated Financial Statements — (Continued)
A reconciliation of the benefit obligations, accrued benefit cost and the amount recognized in financial statements for other
postretirement plans is as follows:
Change in benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Participant contributions
Foreign currency exchange rate change
Actuarial gain
Benefits paid
Benefit obligation at end of year
Change in plan assets:
Beginning fair value of plan assets
Company contributions
Participant contributions
Benefits paid
Ending fair value of plan assets
United States
International
2022
2021
2022
2021
$
$
$
$
85,290
687
1,923
687
—
(25,513)
(3,223)
59,851
$
$
87,645
778
1,805
722
—
(2,799)
(2,861)
85,290
$
$
— $
— $
2,536
687
(3,223)
2,139
722
(2,861)
— $
— $
416
12
12
—
(37)
(215)
(5)
183
$
$
— $
5
—
(5)
— $
445
15
12
—
33
(83)
(6)
416
—
6
—
(6)
—
Funded status at end of year
$ (59,851) $ (85,290) $
(183) $
(416)
Amounts recognized in financial statements:
Accrued benefit liability
Long-term postretirement obligations
Total amount recognized in financial statements
$
(3,224) $
(3,048) $
(56,627)
(82,242)
$ (59,851) $ (85,290) $
(6) $
(177)
(183) $
(6)
(410)
(416)
United States
International
2022
2021
2022
2021
Amounts recognized in accumulated other comprehensive (gain) loss:
Net actuarial (gain) loss
Accumulated other comprehensive (gain) loss
$
$
(5,035) $
(5,035) $
21,456
21,456
$
$
(661) $
(661) $
(543)
(543)
The following table summarizes the changes in accumulated other comprehensive (gain) loss:
Balance at beginning of year
Net gain arising during the year
Net gain (loss) recognized during the year
Exchange rate effect during the year
Balance at end of year
United States
$
2022
21,456
(25,513)
(978)
—
(5,035) $
2021
25,614
(2,799)
(1,359)
—
21,456
$
$
$
$
International
2022
2021
(543) $
(217)
51
48
(661) $
(466)
(83)
41
(35)
(543)
Nordson Corporation 49
Notes to Consolidated Financial Statements — (Continued)
Net postretirement benefit costs include the following components:
Service cost
Interest cost
Amortization of prior service credit
Amortization of net actuarial (gain) loss
Total benefit cost (credit)
United States
2021
2022
2020
2022
International
2021
2020
$
$
687
1,923
—
978
3,588
$
$
778
1,805
—
1,359
3,942
$
$
666
2,345
(17)
1,355
4,349
$
$
$
12
12
—
(48)
(24) $
$
15
12
—
(41)
(14) $
15
13
—
(36)
(8)
The components of net postretirement benefit cost other than service cost are included in Other – net in our Consolidated
Statements of Income.
The weighted average assumptions used in the valuation of postretirement benefits were as follows:
United States
2021
2022
2020
2022
International
2021
2020
Assumptions used to determine benefit obligations at October 31:
Discount rate
Health care cost trend rate
Rate to which health care cost trend rate is assumed to
incline/decline (ultimate trend rate)
Year the rate reaches the ultimate trend rate
Assumption used to determine net benefit costs for the years
ended October 31:
Discount rate benefit obligation
Discount rate service cost
Discount rate interest cost
5.59 % 2.98 % 2.84 % 5.41 % 3.43 % 2.94 %
3.50
4.22
4.65
3.40
4.43
3.34
3.19
2032
3.15
2031
3.17
2026
4.05
2040
4.05
2040
4.05
2040
2.98 % 2.84 % 3.27 % 3.43 % 2.94 % 3.03 %
3.55
2.30
3.05
2.88
3.48
3.13
3.00
2.60
3.44
2.08
3.61
2.79
The weighted average health care trend rates reflect expected increases in the Company’s portion of the obligation.
Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when exceeding the accounting corridor, which is
set at 10 percent of the greater of the plan assets or benefit obligations. Gains or losses outside of the corridor are subject to
amortization over an average employee future service period that differs by plan. If substantially all of the plan’s participants
are no longer actively accruing benefits, the average life expectancy is used. Contributions to postretirement plans in 2023 are
estimated to be approximately $3,230.
Retiree postretirement benefit payments are anticipated to be paid as follows:
Year
2023
2024
2025
2026
2027
2028-2030
United States
3,225
$
3,386
International
5
$
5
3,552
3,690
3,832
20,438
5
5
5
34
Nordson Corporation 50
Notes to Consolidated Financial Statements — (Continued)
Note 8 — Income taxes
Income tax expense includes the following:
Current:
U.S. federal
State and local
Foreign
Total current
Deferred:
U.S. federal
State and local
Foreign
Total deferred
2022
2021
2020
$
$
59,639
7,535
79,734
146,908
(9,408)
(596)
(728)
(10,732)
136,176
$
$
40,879
4,429
70,429
115,737
6,371
1,470
(3,770)
4,071
119,808
$
$
17,507
984
47,415
65,906
(9,919)
(1,023)
(3,014)
(13,956)
51,950
Earnings before income taxes of domestic operations, which are calculated after intercompany profit eliminations, were
$302,549, $279,701 and $111,704 in 2022, 2021 and 2020, respectively.
Our income tax provision for 2022 included a tax benefit of $3,273 due to our share-based payment transactions.
Our income tax provision for 2021 included a tax benefit of $5,982 due to our share-based payment transactions.
Our income tax provision for 2020 included a tax benefit of $15,661 due to our share-based payment transactions. Income
before taxes in 2020 included a non-cash, assets held for sale impairment charge of $87,371 related to our commitment to sell
our screws and barrels product line within the Adhesives reporting unit under our Industrial Precision Solutions segment and
the tax benefit of the impairment was $15,254. A portion of the impairment charge did not have related tax benefits.
A reconciliation of the U.S. statutory federal rate to the worldwide consolidated effective tax rate follows:
Statutory federal income tax rate
Share-based and other compensation
Foreign tax rate variances
State and local taxes, net of federal income tax benefit
Foreign-Derived Intangible Income Deduction
Global Intangible Low-Taxed Income net of foreign tax credits
Other – net
Effective tax rate
2022
2021
2020
21.00 %
0.26
0.95
0.84
(1.59)
0.23
(0.72)
20.97 %
21.00 %
(0.30)
0.84
0.81
(1.19)
0.44
(0.73)
20.87 %
21.00 %
(4.15)
1.51
(0.01)
(0.95)
0.97
(1.14)
17.23 %
Earnings before income taxes of international operations, which are calculated before intercompany profit elimination entries,
were $346,730, $294,475 and $189,785 in 2022, 2021 and 2020, respectively. Deferred income taxes are not provided on
undistributed earnings of international subsidiaries that are intended to be permanently invested in their operations. These
undistributed earnings represent the post-income tax earnings under U.S. GAAP not adjusted for previously taxed income
which aggregated approximately $1,485,360 and $1,255,112 at October 31, 2022 and 2021, respectively. Should these earnings
be distributed, applicable foreign tax credits, distributions of previously taxed income and utilization of other attributes would
substantially offset taxes due upon the distribution. It is not practical to estimate the amount of additional taxes that might be
payable on these basis differences because of the multiple methods by which these differences could reverse and the impact of
withholding, U.S. state and local taxes and currency translation considerations.
At October 31, 2022 and 2021, total unrecognized tax benefits were $2,872 and $3,720, respectively. The amounts that, if
recognized, would impact the effective tax rate were $2,769 and $3,567 at October 31, 2022 and 2021, respectively. During
2022, unrecognized tax benefits related primarily to domestic positions and, as recognized, a substantial portion of the gross
unrecognized tax benefits were offset against assets recorded in the Consolidated Balance Sheet.
Nordson Corporation 51
Notes to Consolidated Financial Statements — (Continued)
A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2022, 2021 and 2020 is as follows:
Balance at beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Settlements
Lapse of statute of limitations
Balance at end of year
2022
2021
2020
$
$
3,720
310
—
(70)
—
(1,088)
2,872
$
$
6,717
370
—
(350)
—
(3,017)
3,720
$
$
2,909
370
4,068
—
(137)
(493)
6,717
At October 31, 2022 and 2021, we had accrued interest and penalty expense related to unrecognized tax benefits of $541 and
$859, respectively. We include interest accrued related to unrecognized tax benefits in interest expense. Penalties, if incurred,
would be recognized as other income (expense).
We are subject to United States Federal income tax as well as income taxes in numerous state and foreign jurisdictions. We are
subject to examination in the U.S. by the Internal Revenue Service (IRS) for the 2019 through 2022 tax years; tax years prior to
the 2019 year are closed to further examination by the IRS. Generally, major state and foreign jurisdiction tax years remain
open to examination for tax years after 2016. Within the next twelve months, it is reasonably possible that certain statute of
limitations periods would expire, which could result in a minimal decrease in our unrecognized tax benefits.
Significant components of deferred tax assets and liabilities are as follows:
Deferred tax assets:
Lease Liabilities
Employee benefits
Tax credit and loss carryforwards
Other accruals not currently deductible for taxes
Inventory adjustments
Total deferred tax assets
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Depreciation and amortization
Lease right-of-use assets
Other - net
Total deferred tax liabilities
Net deferred tax liabilities
2022
2021
$
$
$
28,413
22,079
15,616
11,336
6,423
83,867
(10,130)
73,737
145,285
27,548
1,238
174,071
(100,334) $
32,572
39,798
19,269
16,542
6,924
115,105
(14,141)
100,964
145,494
31,615
941
178,050
(77,086)
At October 31, 2022, we had $12,648 of tax credit carryforwards, $5,053 of which expires in 2028-2032 and $7,595 of which
has an indefinite carryforward period. We also had $34,352 of state operating loss carryforwards, $16,965 of foreign operating
loss carryforwards, and a $3,570 capital loss carryforward, of which $41,269 will expire in 2023 through 2038, and $13,618 of
which has an indefinite carryforward period. The net change in the valuation allowance was a decrease of $4,011 in 2022 and a
decrease of $8,092 in 2021. The valuation allowance of $10,130 at October 31, 2022, related primarily to tax credits and loss
carryforwards that may expire before being realized. We continue to assess the need for valuation allowances against deferred
tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized.
Note 9 — Bank lines of credit
Bank lines of credit are summarized as follows:
Maximum borrowings available under bank lines of credit (all foreign banks)
Unused bank lines of credit
2022
2021
$
$
61,213
61,213
$
$
60,627
57,082
Nordson Corporation 52
Notes to Consolidated Financial Statements — (Continued)
Note 10 — Long-term debt
A summary of long-term debt is as follows:
Notes Payable
Senior notes, due 2023-2025
Senior notes, due 2023-2027
Senior notes, due 2023-2030
Euro loan, due 2023
Less current maturities
Less unamortized debt issuance costs
Long-term maturities
2022
2021
$
$
— $
55,500
71,429
350,000
261,893
738,822
392,537
965
345,320
$
3,545
79,000
78,572
350,000
306,358
817,475
34,188
1,578
781,709
Revolving credit agreement — In April 2019, we entered into a $850,000 unsecured multi-currency credit facility with a
group of banks, which amended, restated and extended our then existing syndicated revolving credit agreement. This facility
has a five-year term and includes a $75,000 subfacility for swing-line loans. It expires in April 2024. At October 31, 2022 and
October 31, 2021, we had no balances outstanding under this facility.
Senior notes, due 2023-2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies
have a remaining weighted-average life of 1.47 years. The weighted-average interest rate at October 31, 2022 was 3.10 percent.
Senior notes, due 2023-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies
have a remaining weighted-average life of 2.44 years. The weighted-average interest rate at October 31, 2022 was 3.10 percent.
Senior notes, due 2023-2030 — These unsecured fixed-rate notes entered in 2018 with a group of insurance companies have a
remaining weighted-average life of 3.04 years. The weighted-average interest rate at October 31, 2022 was 3.90 percent.
Euro loan, due 2023 — In March 2020 we amended, restated and extended the term of our existing term loan facility with
Bank of America Merrill Lynch International Limited. The interest rate is variable based on the EURIBOR rate. The term loan
facility provides for the following term loans due in two tranches: €115,000 is due in March 2023 and an additional €150,000
that was drawn down in March 2020 is due in March 2023. The weighted average interest rate at October 31, 2022 was 0.71
percent.
We were in compliance with all covenants at October 31, 2022 and the amount we could borrow would not have been limited
by any debt covenants.
Annual maturities — The annual maturities of long-term debt for the five years subsequent to October 31, 2022, are as
follows: $392,537 in 2023; $110,643 in 2024; $85,642 in 2025; $50,000 in 2026 and $10,000 in 2027.
Note 11 — Leases
We review new contracts to determine if the contracts include a lease. To the extent a lease agreement includes an extension
option that is reasonably certain to be exercised, we have recognized those amounts as part of the right-of-use assets and lease
liabilities. We combine lease and non-lease components, such as common area maintenance, in the calculation of the lease
assets and related liabilities. As most lease agreements do not provide an implicit rate, we use an incremental borrowing rate
(IBR) based on information available at the lease commencement date in determining the present value of lease payments and
to help classify the lease as operating or financing. We calculate the IBR based on a bond yield curve which considers secured
borrowing rates based on our credit rating and current economic environment, as well as other publicly available data.
We lease certain manufacturing facilities, warehouse space, machinery and equipment, and vehicles. We often have options to
renew lease terms for buildings and other assets. We evaluate renewal and termination options at the lease commencement date
to determine if we are reasonably certain to exercise the option on the basis of economic factors. Leases with an initial term of
12 months or less (short-term leases) are not recorded on the Consolidated Balance Sheet. Lease expense for operating leases is
recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments
occur. Variable payments for leases primarily relate to future rates or amounts, miles, or other quantifiable usage factors which
are not determinable at the time the lease agreement commences. Finance lease assets are recorded in Property, plant and
equipment – net on the Consolidated Balance Sheet with related amortization recorded in depreciation expense on the
Consolidated Statement of Cash Flows. As of October 31, 2022, we had no material leases that had yet to commence.
Nordson Corporation 53
Notes to Consolidated Financial Statements — (Continued)
Additional lease information is summarized below for the twelve months ended October 31:
Amortization of right of use assets
Interest
Lease cost (1)
Short-term and variable lease cost (1)
Total lease cost
October 31, 2022
October 31, 2021
Finance
Leases
Operating
Leases
Finance
Leases
Operating
Leases
$
$
6,388
374
6,762
1,876
8,638
$
$
$
$
20,354
1,611
21,965
6,929
373
7,302
1,445
8,747
$
$
20,176
2,938
23,114
(1) Lease costs are recorded in both Cost of sales and Selling and administrative expenses on the Consolidated Statements of
Income.
Supplemental cash flow information is summarized below for the twelve months ended October 31, 2022:
Finance
Leases
Cash outflows for leases
Weighted average remaining lease term (years)
Weighted average discount rate
$
5,439
$
8.03
2.20%
Operating
Leases
20,125
9.52
1.80%
The following table reconciles the undiscounted cash flows for five years and thereafter to the operating and finance lease
liabilities recognized on the Consolidated Balance Sheet as of October 31, 2022. The reconciliation excludes short-term leases
that are not recognized on the Consolidated Balance Sheet.
Year:
2023
2024
2025
2026
2027
Later years
Total minimum lease payments
Amounts representing interest
Present value of minimum lease payments
Finance
Leases
Operating
Leases
4,907
3,306
2,133
929
438
6,113
17,826
1,735
16,091
$
$
15,738
14,171
12,299
11,552
9,775
53,876
117,411
10,905
106,506
$
$
Rental expense for operating leases during the fiscal years ended October 31, 2022, 2021 and 2020 was $20,479, $20,618 and
$22,061, respectively.
Capitalized net finance leases included in property, plant and equipment during the fiscal years ended October 31, 2022 and
October 31, 2021 was $15,176 and $19,745, respectively.
Note 12 — Fair value measurements
The inputs to the valuation techniques used to measure fair value are classified into the following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
Nordson Corporation 54
Notes to Consolidated Financial Statements — (Continued)
The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:
October 31, 2022
Assets:
Foreign currency forward contracts (a)
Total assets at fair value
Liabilities:
Deferred compensation plans (b)
Foreign currency forward contracts (a)
Total liabilities at fair value
October 31, 2021
Assets:
Foreign currency forward contracts (a)
Total assets at fair value
Liabilities:
Deferred compensation plans (b)
Foreign currency forward contracts (a)
Total liabilities at fair value
Total
Level 1
Level 2
Level 3
$
$
$
$
$
$
$
$
5,035
5,035
9,076
11,724
20,800
Total
2,755
2,755
9,115
4,507
13,622
$
$
$
$
$
$
$
$
— $
— $
— $
—
— $
5,035
5,035
9,076
11,724
20,800
Level 1
Level 2
— $
— $
— $
—
— $
2,755
2,755
9,115
4,507
13,622
$
$
$
$
$
$
$
$
Level 3
—
—
—
—
—
—
—
—
—
—
(a)
(b)
We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from
receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies.
Foreign exchange contracts are valued using market exchange rates. These foreign exchange contracts are not
designated as hedges.
Executive officers and other highly compensated employees may defer up to 100 percent of their salary and annual
cash incentive compensation and for executive officers, up to 90 percent of their long-term incentive compensation,
into various non-qualified deferred compensation plans. Deferrals can be allocated to various market performance
measurement funds. Changes in the value of compensation deferred under these plans are recognized each period
based on the fair value of the underlying measurement funds.
Fair value disclosures related to goodwill and indefinite-lived intangible assets are disclosed in Note 6.
The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables and accounts
payable, are shown in the table below. The carrying values of cash and cash equivalents, receivables and accounts payable
approximate fair value due to the short-term nature of these instruments.
2022
2021
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Long-term debt (including current portion)
$
737,857
$
714,286
$
812,352
$
855,376
Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar
terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The carrying amount of long-
term debt is shown net of unamortized debt issuance costs as described in Note 10.
Note 13 — Derivative financial instruments
We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are
subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the
dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these
transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies
for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments under
U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each
accounting period in “Other – net” on the Consolidated Statement of Income together with the transaction gain or loss from the
related balance sheet position.
In 2022, we recognized net losses of $4,937 on foreign currency forward contracts and net gains of $11,207 from the change in
fair value of balance sheet positions. In 2021, we recognized net gains of $1,485 on foreign currency forward contracts and net
Nordson Corporation 55
Notes to Consolidated Financial Statements — (Continued)
losses of $7,411 from the change in fair value of balance sheet positions. In 2020, we recognized net losses of $5,899 on foreign
currency forward contracts and net gains of $4,367 from the change in fair value of balance sheet positions. The fair values of
our foreign currency forward contract assets and liabilities are included in Receivables-net and Accrued liabilities, respectively
in the Consolidated Balance Sheets.
The following table summarizes, by currency, the contracts outstanding at October 31, 2022 and 2021:
October 31, 2022 contract amounts:
Euro
Pound sterling
Japanese yen
Mexican peso
Hong Kong dollar
Singapore dollar
Australian dollar
Taiwan dollar
Other
Total
October 31, 2021 contract amounts:
Euro
Pound sterling
Japanese yen
Mexican peso
Hong Kong dollar
Australian dollar
Singapore dollar
Other
Total
Notional Amounts
Buy
Sell
85,879
31,361
12,849
9,802
5,174
411
327
—
4,327
150,130
100,922
50,333
14,338
5,906
6,948
709
200
10,461
189,817
$
$
$
$
337,530
101,960
33,210
26,509
73,953
18,817
9,163
24,047
60,104
685,293
325,581
79,934
45,436
23,424
44,831
10,088
18,029
63,068
610,391
$
$
$
$
We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These
financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings
of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic
regions. As of October 31, 2022 and 2021, there were no significant concentrations of credit risk.
Note 14 — Capital shares
Preferred — We have authorized 10,000 Series A convertible preferred shares without par value. No preferred shares were
outstanding in 2022, 2021 or 2020.
Common — We have 160,000 authorized common shares without par value. At October 31, 2022 and 2021, there were 98,023
common shares issued. At October 31, 2022 and 2021, the number of outstanding common shares, net of treasury shares, was
57,111 and 58,154, respectively.
Common shares repurchased as part of publicly announced programs during 2022, 2021 and 2020 were as follows:
Year
2022
2021
2020
Number
of Shares
Total
Amount
Average
per Share
$
1,190
262
303
260,288
55,033
38,138
$
$
$
218.69
209.97
125.70
These amounts exclude share repurchases associated with employee equity award exercises and vesting.
Nordson Corporation 56
Notes to Consolidated Financial Statements — (Continued)
Note 15 — Stock-based compensation
During the 2021 Annual Meeting of Shareholders, our shareholders approved the Nordson Corporation 2021 Stock Incentive
and Award Plan (the “2021 Plan”) as the successor to the Amended and Restated 2012 Stock Incentive and Award Plan (the
"2012 Plan"). The 2021 plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted
share units, performance shares, cash awards and other stock or performance-based incentives. A maximum of 900 common
shares were authorized for grant under the 2021 Plan plus the number of shares that were available to be granted under the 2012
Plan. As of October 31, 2022, a total of 2,122 common shares were available to be granted under the 2021 Plan.
Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options
granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year
and expire 10 years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in
control. In the event of termination of employment due to early retirement or normal retirement at age 65, options granted
within 12 months prior to termination are forfeited, and vesting continues post retirement for all other unvested options granted.
In the event of disability or death, all unvested stock options granted within 12 months prior to termination fully vest.
Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The
amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises
are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense related to
stock options of $7,265, $6,946 and $10,087 for 2022, 2021 and 2020, respectively.
The following table summarizes activity related to stock options during 2022:
Number of
Options
Weighted˗Average
Exercise Price
Per Share
Aggregate
Intrinsic
Value
Weighted˗Average
Remaining
Term
Outstanding at October 31, 2021
Granted
Exercised
Forfeited or expired
Outstanding at October 31, 2022
Expected to vest
Exercisable at October 31, 2022
$
1,235
85
$
(115) $
(18) $
$
$
$
1,187
372
813
130.93
266.69
108.33
197.31
141.82
185.15
121.76
$
$
$
Summarized information on currently outstanding options follows:
101,946
18,004
83,887
5.4 years
7.0 years
4.6 years
Number outstanding
Weighted-average remaining contractual life, in years
Weighted-average exercise price
Number exercisable
Weighted-average exercise price
Range of Exercise Price
$126 - $190
$191 - $268
$61 - $125
518
4.5
104.76
447
101.55
$
$
506
6.3
150.57
345
143.04
$
$
163
8.6
232.62
21
201.42
$
$
As of October 31, 2022, there was $6,663 of total unrecognized compensation cost related to unvested stock options. That cost
is expected to be amortized over a weighted average period of approximately 1.0 year.
The fair value of each option grant was estimated at the date of the grant using the Black-Scholes option-pricing model with the
following assumptions:
Expected volatility
Expected dividend yield
Risk-free interest rate
Expected life of the option (in years)
2020
2022
2021
30.6%-30.8% 30.8%-32.6% 24.5%- 30.5%
0.76%-0.89% 0.83%-0.85% 0.87%- 1.16%
1.36%-2.65% 0.43%-0.77% 0.44%- 1.69%
5.3-6.2
5.3- 6.3
5.3-6.2
The weighted-average expected volatility used to value options granted in 2022, 2021 and 2020 was 30.6 percent, 31.0 percent
and 25.4 percent, respectively.
Nordson Corporation 57
Notes to Consolidated Financial Statements — (Continued)
Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the
expected lives of the options. The risk-free interest rate was selected based upon yields of United States Treasury issues with
terms equal to the expected life of the option being valued.
The weighted average grant date fair value of stock options granted during 2022, 2021 and 2020 was $78.88, $56.02 and
$38.57, respectively.
The total intrinsic value of options exercised during 2022, 2021 and 2020 was $15,376, $32,791 and $65,783, respectively.
Cash received from the exercise of stock options for 2022, 2021 and 2020 was $12,124, $31,780 and $50,853, respectively.
Restricted shares and restricted share units — We may grant restricted shares and/or restricted share units to our employees
and directors. These shares or units may not be transferred for a designated period of time (generally one to three years) defined
at the date of grant. We may also grant continuation awards in the form of restricted share units with cliff vesting and a
performance measure that must be achieved for the restricted share units to vest.
For employee recipients, in the event of termination of employment due to early retirement, with consent of the Company,
restricted shares and units granted within 12 months prior to termination are forfeited, and other restricted shares and units vest
on a pro-rata basis, subject to the consent of the Compensation Committee. In the event of termination of employment due to
normal retirement at age 65, restricted shares and units granted within 12 months prior to termination are forfeited, and, for
other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be
transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee. In the
event of a recipient's disability or death, all restricted shares and units granted within 12 months prior to termination fully vest.
Termination for any other reason prior to the lapse of any restrictions or vesting of units results in forfeiture of the shares or
units.
For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination
of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units.
As shares or units are issued, stock-based compensation equivalent to the fair market value on the date of grant is expensed over
the vesting period.
The following table summarizes activity related to restricted shares during 2022:
Restricted at October 31, 2021
Vested
Restricted at October 31, 2022
Number of
Shares
Weighted˗Average
Grant Date Fair
Value Per Share
19
$
(13) $
$
6
157.36
153.28
167.99
As of October 31, 2022, there was $331 of unrecognized compensation cost related to restricted shares. The cost is expected to
be amortized over a weighted average period of 0.3 years. The amount charged to expense related to restricted shares was
$1,096, $2,054 and $3,956 in 2022, 2021 and 2020, respectively. These amounts included common share dividends of $19, $43
and $87 in 2022, 2021 and 2020, respectively.
The following table summarizes activity related to restricted share units in 2022:
Restricted share units at October 31, 2021
Granted
Forfeited
Vested
Restricted share units at October 31, 2022
Number of
Units
Weighted˗Average
Grant Date Fair
Value
$
67
43
$
(10) $
(19) $
$
81
202.81
253.04
224.84
215.57
223.77
As of October 31, 2022, there was $8,790 of remaining expense to be recognized related to outstanding restricted share units,
which is expected to be recognized over a weighted average period of 0.9 years. The amounts charged to expense related to
restricted share units in 2022, 2021 and 2020 were $8,403, $6,264 and $1,181, respectively. Restricted share unit expense
increased in 2021 compared to prior years as the granting of restricted share units has generally replaced the granting of stock
options for key employees.
Nordson Corporation 58
Notes to Consolidated Financial Statements — (Continued)
Performance share incentive awards — Executive officers and selected other key employees are eligible to receive common
share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate
financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance
periods. No payout will occur unless threshold performance is achieved.
The amount of compensation expense is based upon current performance projections and the percentage of the requisite service
that has been rendered. The calculations are based upon the grant date fair value which is principally driven by the stock price
on the date of grant or a Monte Carlo valuation for awards with market conditions. The per share values were $260.60, $273.50
and $221.94 for 2022; $202.05 for 2021; and $201.50 modified per share value compared to original per share values of
$160.02, $133.01 and $184.04 for 2020. The amount charged to expense for executive officers and selected other key
employees in 2022 was $13,626 and $7,178 in 2021 while the amount credited to expense in 2020 was $2,732. The cumulative
amount recorded in shareholders’ equity at October 31, 2022 and 2021 was $20,641 and $7,015, respectively. As of October 31,
2022, there was $8,029 of unrecognized compensation cost related to performance share incentive awards.
Deferred compensation — Our executive officers and other highly compensated employees may elect to defer up to 100
percent of their base pay and cash incentive compensation and, for executive officers, up to 90 percent of their share-based
performance incentive award payout each year. Additional share units are credited for quarterly dividends paid on our common
shares. Expense related to dividends paid under this plan was $72, $96 and $276 for 2022, 2021 and 2020, respectively.
Deferred directors’ compensation — Non-employee directors may defer all or part of their cash and equity-based
compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts
are recorded as liabilities, and share equivalent units are recorded as equity. Additional share equivalent units are earned when
common share dividends are declared.
The following table summarizes activity related to director deferred compensation share equivalent units during 2022:
Outstanding at October 31, 2021
Restricted stock units vested
Dividend equivalents
Distributions
Outstanding at October 31, 2022
Number of
Shares
Weighted˗Average
Grant Date Fair
Value Per Share
$
106
$
4
1
$
(21) $
$
90
68.11
255.04
227.65
68.12
77.70
The amount charged to expense related to director deferred compensation was $305, $262 and $175 in 2022, 2021 and 2020,
respectively.
Shares reserved for future issuance — At October 31, 2022, there were 1,640 of common shares reserved for future issuance
through the exercise of outstanding options or rights.
Note 16 — Operating segments and geographic area data
We conduct business in three primary operating segments: Industrial Precision Solutions, Medical and Fluid Solutions, and
Advanced Technology Solutions. The composition of segments and measure of segment profitability is consistent with that
used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of
making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales
less cost of sales and certain operating expenses. Items below the operating profit line of the Consolidated Statement of Income
(interest and investment income, interest expense and other income/expense) are excluded from the measure of segment
profitability reviewed by our chief operating decision maker and are not presented by operating segment. The accounting
policies of the segments are the same as those described in Note 1, Significant Accounting Policies.
Effective in the fourth quarter of 2022, we realigned our former two operating segments into three: Industrial Precision
Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions. Existing product lines were unchanged as part of
this new structure. We made changes to realign our management team and our operating segments. This realignment gives us
better visibility into our medical and electronics platforms, which have grown significantly through both organic and acquisitive
opportunities. The revised operating segments better reflect how we now manage the Company, allocate resources and assess
performance of the businesses. Certain reclassifications have been made to our segment disclosures, principally related to this
segment change. We also revised our geographic regions, such that the United States and Japan are now included in the
Americas and Asia Pacific, respectively. As such, our geographical regions as used throughout this report include the Americas
(United States, Canada, Mexico and Central and South America), Asia Pacific (including Japan) and Europe.
Nordson Corporation 59
Notes to Consolidated Financial Statements — (Continued)
Industrial Precision Solutions: This segment is focused on delivering proprietary dispensing and processing technology, both
standard and highly customized equipment, to diverse end markets. Product lines commonly reduce material consumption,
increase line efficiency through precision dispense and measurement and control, and enhance product brand and appearance.
Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily
serves the industrial, consumer durables and non-durables markets.
Medical and Fluid Solutions: This segment includes the Company’s fluid management solutions for medical, high-tech
industrial and other diverse end markets. Related plastic tubing, balloons, catheters, syringes, cartridges, tips and fluid
connection components are used to dispense or control fluids within customers’ medical devices or products, as well as
production processes.
is focused on products serving electronics end markets. Advanced
Advanced Technology Solutions: This segment
Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics
customer’s production processes, such as surface treatment, precisely controlled dispensing of material and test and inspection
to ensure quality and reliability. Applications include, but are not limited to, semiconductors, printed circuit boards, electronic
components and automotive electronics.
No single customer accounted for 10 percent or more of sales in 2022, 2021 or 2020.
The following table presents information about our reportable segments:
Year ended October 31, 2022
Net external sales
Depreciation and amortization
Operating profit (loss)
Identifiable assets (b)
Property, plant and equipment
expenditures
Year ended October 31, 2021
Net external sales
Depreciation and amortization
Operating profit (loss)
Identifiable assets (b)
Property, plant and equipment
expenditures
Year ended October 31, 2020
Net external sales
Depreciation and amortization
Operating profit (loss)
Identifiable assets (b)
Property, plant and equipment
expenditures
Industrial
Precision
Solutions
Medical and
Fluid
Solutions
Advanced
Technology
Solutions
Corporate
Total
$
$ 1,337,242
27,891
434,476
1,112,825
$
690,177
54,674
217,199
1,558,861
$
562,859
8,780
133,253
397,250
—
8,578
(82,568)
812,964 (a)
$ 2,590,278
99,923
702,360
3,881,900
9,490
31,009
2,383
8,546
51,428
$
$ 1,246,947
25,673
414,192
964,840
$
641,654
56,600
198,194
1,519,144
$
473,608
11,826
73,466
394,572
—
9,784
(70,725)
967,796 (a)
$ 2,362,209
103,883
615,127
3,846,352
9,009
21,115
1,949
6,230
38,303
$
$ 1,143,423
38,939
208,028
915,148
$
564,899
53,588
150,296
1,482,585
$
412,778
10,955
41,306
396,617
—
9,820
(50,085)
928,358 (a)
$ 2,121,100
113,302
349,545
3,722,708
18,545
27,892
3,628
470
50,535
(a)
(b)
Corporate assets are principally cash and cash equivalents, deferred income taxes, leases, headquarter facilities, the
major portion of our enterprise management system and intangible assets. Includes assets held for sale in 2020, see
Note 4.
Operating segment identifiable assets include notes and accounts receivable net of allowance for doubtful accounts,
inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill.
Nordson Corporation 60
Notes to Consolidated Financial Statements — (Continued)
We have significant sales and long-lived assets in the following geographic areas:
Net external sales
Americas
Europe
Asia Pacific
Total net external sales
Long-lived assets
Americas
Europe
Asia Pacific
Total long-lived assets
2022
2021
2020
$
$
$
$
1,096,596
645,603
848,079
2,590,278
332,709
62,039
60,973
455,721
$
$
$
$
969,110
617,492
775,607
2,362,209
322,878
67,776
75,762
466,416
$
$
$
$
897,115
536,636
687,349
2,121,100
331,697
69,854
79,192
480,743
Long-lived assets includes property, plant and equipment - net and operating right of use lease assets, which were recorded as a
result of the new lease standard as codified in ASC 842 and excludes amounts held for sale in 2020, see Note 4.
A reconciliation of total assets for reportable segments to total consolidated assets is as follows:
Total identifiable assets for reportable segments
Eliminations
Total consolidated assets
Note 17 — Supplemental information for the statement of cash flows
Cash operating activities:
Interest paid
Income taxes paid
Note 18 — Contingencies
$
$
$
2022
3,881,900
(61,525)
3,820,375
2022
22,975
141,212
$
$
$
2021
3,846,352
(55,391)
3,790,961
2021
27,122
106,942
$
$
$
2020
3,722,708
(48,052)
3,674,656
2020
31,095
80,849
We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and
other matters arising from the normal course of business. Including the environmental matter discussed below, after
consultation with legal counsel, we do not believe that losses in excess of the amounts we have accrued would have a material
adverse effect on our financial condition, quarterly or annual operating results or cash flows.
We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs
associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable
water delivery system serving the impacted area down gradient of the Site. At October 31, 2022 and October 31, 2021, our
accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $266 and $319, respectively. The
liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable
undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected
by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the
complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation
requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs
associated with remediation will have a material adverse effect on our financial condition or results of operations.
Note 19 — Subsequent Events
On November 3, 2022, the Company completed the acquisition of CyberOptics Corporation (“CyberOptics”) pursuant to the
terms of the Agreement and Plan of Merger, dated as of August 7, 2022, by and among the Company, Meta Merger Company
and CyberOptics. CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology
solutions. The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that
expands our product offering in the semiconductor and electronics industries and will be reported in our Advanced Technology
Solutions segment. The all-cash transaction of approximately $380,000, net of cash acquired, was funded using our revolving
credit facility and is not expected to have a material impact on our Consolidated Financial Statements.
Nordson Corporation 61
Management’s Report on Internal Control Over Financial Reporting
The management of Nordson Corporation is responsible for establishing and maintaining adequate internal control over
financial reporting.
Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework (2013 framework), Nordson’s management assessed the effectiveness of our internal control
over financial reporting as of October 31, 2022.
Based on our assessment, management concluded that our internal control over financial reporting was effective as of
October 31, 2022.
The independent registered public accounting firm, Ernst & Young LLP, has also audited the effectiveness of our internal
control over financial reporting as of October 31, 2022. Their report is included herein.
/s/ Sundaram Nagarajan
President and Chief Executive Officer
/s/ Joseph P. Kelley
Executive Vice President, Chief Financial Officer
December 19, 2022
December 19, 2022
Nordson Corporation 62
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Nordson Corporation
Opinion on Internal Control over Financial Reporting
We have audited Nordson Corporation’s internal control over financial reporting as of October 31, 2022, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, Nordson Corporation (the Company) maintained, in all
material respects, effective internal control over financial reporting as of October 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of October 31, 2022 and 2021, the related consolidated
statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period
ended October 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report
dated December 19, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 19, 2022
Nordson Corporation 63
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Nordson Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Nordson Corporation (the Company) as of October 31, 2022
and 2021, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each
of the three years in the period ended October 31, 2022, and the related notes and financial statement schedule listed in the
Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at October 31, 2022 and 2021,
and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2022, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of October 31, 2022, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated December 19, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the account or disclosure to which it relates.
Nordson Corporation 64
Description of the
Matter
How We Addressed the
Matter in Our Audit
Valuation of Goodwill
At October 31, 2022, the Company had $1,804,693 thousand of goodwill. As discussed in Note 6
to the consolidated financial statements, the Company evaluates the carrying amount of goodwill
for impairment annually as of August 1, and between annual evaluations if an event occurs or
circumstances change that would indicate the fair value of a reporting unit is less than the carrying
amount of those assets. The Company performed a quantitative impairment test for all reporting
units in fiscal 2022. As part of the quantitative impairment test, the Company estimated the fair
value of each reporting unit using a combination of valuation techniques including the discounted
cash flow method, a form of the income approach, and the guideline public company method, a
form of the market approach.
Auditing management’s annual goodwill impairment assessment relating to goodwill was complex
due to the use of valuation methodologies in the determination of the estimated fair values of the
reporting units. These fair value estimates are impacted by assumptions such as the selection of
comparable guideline companies and the related valuation multiples, as well as discount rates,
revenue growth rates, and operating margins which are affected by expectations about future
market or economic conditions.
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company’s goodwill
impairment process whereby the Company develops
assumptions that are used as inputs to the annual goodwill impairment test. This included controls
over management's review of the valuation models and the assumptions, described above.
To test the implied fair value of the Company’s reporting units, we performed audit procedures
that included, among others, assessing the valuation methodologies, testing the assumptions, and
testing the completeness and accuracy of the underlying data. We involved our internal valuation
specialists in assessing the fair value methodologies applied and evaluating the reasonableness of
selected by management. We assessed the historical accuracy of
certain assumptions
management’s estimates and performed sensitivity analyses of assumptions to evaluate the
changes in the fair value of the reporting units that would result from changes in the assumptions.
We tested management’s reconciliation of the fair value of the reporting units to the market
capitalization of the Company. We also assessed the appropriateness of the disclosures in the
consolidated financial statements.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1956.
Cleveland, Ohio
December 19, 2022
Nordson Corporation 65
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a)
(b)
(c)
Evaluation of disclosure controls and procedures. Our management, with the participation of the principal
executive officer (president and chief executive officer) and the principal financial officer (executive vice
president and chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as
defined in the Securities Exchange Act Rule 13a-15e) as of October 31, 2022. Based on that evaluation, our
management, including the principal executive and financial officers, has concluded that our disclosure
controls and procedures were effective as of October 31, 2022 in ensuring that information required to be
disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms and is
accumulated and communicated to our management, including the principal executive officer and the
principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s report on internal control over financial reporting. The Report of Management on Internal
Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm (Ernst &
Young LLP, PCAOB ID: 42) thereon are set forth in Part II, Item 8 of this annual report and are incorporated
by reference.
Changes in internal control over reporting. There were no changes in our internal controls over financial
reporting that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Nordson Corporation 66
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the captions “Proposal 1: Election of Directors” and
"Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers, and Large Beneficial
Owners—Delinquent Section 16(a) Reports” of our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders.
Information regarding the Audit Committee and Audit Committee financial experts is incorporated by reference to the caption
“Committees of the Board of Directors” of our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders.
Our executive officers serve for a term of one year from date of election to the next organizational meeting of the board of
directors and until their respective successors are elected and qualified, except in the case of death, resignation or removal.
Information concerning executive officers is contained in Part I of this annual report under the caption “Information about Our
Executive Officers.”
We have adopted a code of ethics and business conduct for all employees and directors, including the principal executive
officer, other executive officers, principal financial officer and other finance personnel. A copy of the code of ethics is available
free of charge on our website at http://www.nordson.com/en/our-company/corporate-governance. We intend to satisfy our
disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our code of ethics
and business conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in
Item 406(b) of Regulation S-K by posting such information on our website.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to the “Executive Compensation Discussion and Analysis”
section of the definitive Proxy Statement for the 2023 Annual Meeting of Shareholders, along with the sections captioned
“Directors Compensation,” “Summary Compensation for Fiscal Year 2022,” “Grants of Plan-Based Awards,” “Outstanding
Equity Awards at October 31, 2022,” “Stock Option Exercises and Stock Vested Tables,” “Pension Benefits,” “Nonqualified
Deferred Compensation,” “Potential Benefits Upon Termination or Change of Control,” “CEO Pay Ratio,” "Risks Related to
Executive Compensation Policies and Practices" and "Compensation Committee Report" in our definitive Proxy Statement for
the 2023 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common
Shares by Directors, Director Nominees, Executive Officers and Large Beneficial Owners” in our definitive Proxy Statement
for the 2023 Annual Meeting of Shareholders.
Nordson Corporation 67
Equity Compensation Plan Information
The following table sets forth (in whole shares) information regarding equity compensation plans in effect as of October 31,
2022:
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (1)
Weighted-average
exercise price of
outstanding options,
warrants and rights (2)
Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in
first reporting column) (3)
1,612,786
$
—
1,612,786
$
141.82
—
141.82
2,122,034
—
2,122,034
Plan category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
(1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards at their maximum
payout level.
(2) Full value equity awards such as performance share incentive awards are not taken into account in the weighted-average
price, as such awards have no exercise price.
(3) As of October 31, 2022, includes shares available for future issuance under the 2021 Plan, including for awards other than
options, warrants and rights.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the captions “Corporate Governance—Director
Independence” and “Corporate Governance—Review of Transactions with Related Persons” in our definitive Proxy Statement
for the 2023 Annual Meeting of Shareholders.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the caption “Proposal 2: Ratify the Appointment of
Independent Registered Public Accounting Firm—Fees Paid to Ernst & Young LLP” and the caption “Proposal 2: Ratify the
Appointment of Independent Registered Public Accounting Firm—Pre-Approval of Audit and Non-Audit Services” in our
definitive Proxy Statement for the 2023 Annual Meeting of Shareholders.
Nordson Corporation 68
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following are filed as part of this annual report:
(a) 1. Financial Statements
The following financial statements are included in Part II, Item 8:
Consolidated Statements of Income for each of the three years in the period ended October 31, 2022
Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, 2022
Consolidated Balance Sheets as of October 31, 2022 and October 31, 2021
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, 2022
Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2022
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42)
(a) 2. Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended October 31, 2022.
No other consolidated financial statement schedules are presented because the schedules are not required, because the required
information is not present or not present in amounts sufficient to require submission of the schedule, or because the information
required is included in the financial statements, including the notes thereto.
(a) 3. Exhibits
The exhibits listed on the accompanying index to exhibits are filed as part of this annual report.
Nordson Corporation 69
NORDSON CORPORATION
Index to Exhibits
Tabl
Exhibit
Number Description
(2)
2-a
Plan of Acquisition, Reorganization or Arrangement
Agreement and Plan of Merger, dated as of August 7, 2022, by and among Nordson Corporation, Meta Merger
Company and CyberOptics Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-K
dated August 10, 2022)**
Articles of Incorporation and By-Laws
1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a to Registrant’s Annual
Report on Form 10-K for the year ended October 31, 2017)
Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit
3-a-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017)
1998 Amended Regulations (incorporated herein by reference to Exhibit 3-b to Registrant’s Annual Report on
Form 10-K for the year ended October 31, 2016)
Instruments Defining the Rights of Security Holders, including indentures
Description of Nordson Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act
of 1934 (incorporated herein by reference to Exhibit 4-a to Registrant's Annual Report on Form 10-K for the year
ended October 31, 2019)
Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed
therein (incorporated herein by reference to Exhibit 4-e to Registrant’s Annual Report on Form 10-K for the year
ended October 31, 2018)
Third Amended and Restated Credit Agreement dated April 30, 2019, among Nordson Corporation, various
financial institutions named therein, and KeyBank, National Association, as administrative agent (incorporated
herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated May 6, 2019)**
Master Note Purchase Agreement dated July 28, 2015 between Nordson Corporation and the purchasers listed
therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the
quarter ended July 31, 2015)
Amended and Restated Term Loan Agreement, dated April 30, 2019, among Nordson Corporation, various
financial institutions named therein, and PNC Bank, National Association, as administrative agent (incorporated
herein by reference to Exhibit 4.2 to Registrant’s Form 8-K dated May 6, 2019)**
Master Note Purchase Agreement, dated as of June 22, 2018, by and among Nordson Corporation and the
purchasers named therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated June 28,
2018)
Amended and Restated Note Purchase Agreement and Private Shelf Agreement for $200 million, dated October
29, 2020 between Nordson Corporation and New York Life Investment Management LLC
Material Contracts
Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009)
(incorporated herein by reference to Exhibit 10-b-2 to Registrant’s Annual Report on Form 10-K for the year
ended October 31, 2014)*
First Amendment to the Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated
Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on
Form 10-Q for the quarter ended April 30, 2016)*
Form of Indemnity Agreement between the Registrant and Directors, effective November 1, 2016 (incorporated
herein by reference to Exhibit 10-c-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31,
2016)
Form of Indemnity Agreement between the Registrant and Executive Officers, effective November 1, 2016
(incorporated herein by reference to Exhibit 10-c-2 to Registrant’s Annual Report on Form 10-K for the year
ended October 31, 2016)
Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to
Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*
First Amendment to Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated
herein by reference to Exhibit 10-d-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31,
2018)*
Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (as Amended and Restated Effective
January 1, 2009) (incorporated herein by reference to Exhibit 10-d-3 to Registrant’s Annual Report on Form 10-K
for the year ended October 31, 2014)*
Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e to
Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*
First Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference
to Exhibit 10-f-1 to Registrant’s Annual Report on Form 10-K for the year ended October 29, 2000)*
(3)
3-a
3-a-1
3-b
(4)
4-a
4-e
4-h
4-j
4-k
4-l
4-m
(10)
10-b-2
10-b-3
10-c-1
10-c-2
10-d
10-d-1
10-d-3
10-e
10-e-1
Nordson Corporation 70
NORDSON CORPORATION
Index to Exhibits
Exhibit
Number Description
10-e-2
10-e-3
10-e-4
10-e-5
10-g-1
10-g-2
10-g-3
10-g-4
10-g-5
10-g-6
10-g-7
10-g-8
10-g-9
10-g-10
10-h
10-i
10-j
10-k
10-l
10-m
(21)
(23)
(24)
31.1
31.2
Second Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by
reference to Exhibit 10-e-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018)*
Nordson Corporation 2005 Excess Defined Benefit Pension Plan (as Amended and Restated Effective January 1,
2009) (incorporated herein by reference to Exhibit 10-e-3 to Registrant’s Annual Report on Form 10-K for the
year ended October 31, 2014)*
Nordson Corporation 2005 Excess Defined Benefit Pension Plan (First Amendment Effective July 9, 2009)
(incorporated by reference to Exhibit 10-e-4 to Registrant's Annual Report on Form 10-K for the year ended
October 31, 2021)*
Nordson Corporation 2005 Excess Defined Benefit Pension Plan (Second Amendment Effective July 1, 2021)
(incorporated by reference to Exhibit 10-e-5 to Registrant's Annual Report on Form 10-K for the year ended
October 31, 2021)*
Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan (incorporated herein by
reference to Exhibit 10-g-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*
Nordson Corporation Amended and Restated 2012 Stock Incentive and Award Plan (incorporated herein by
reference to Exhibit 10.1 to Registrant’s Form 8-K dated March 2, 2018)*
Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award - Key Employees (as
amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-3 to Registrant’s Annual Report
on Form 10-K for the year ended October 31, 2014)*
Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers (as
amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-4 to Registrant’s Annual Report
on Form 10-K for the year ended October 31, 2014)*
Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan
(incorporated herein by reference to Exhibit 10-g-5 to Registrant’s Annual Report on Form 10-K for the year
ended October 31, 2013)*
Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan, Form
of Notice of Award (incorporated herein by reference to Exhibit 10-g-6 to Registrant’s Annual Report on Form
10-K for the year ended October 31, 2013)*
Amended and Restated Nordson Corporation Directors’ Deferred Compensation Sub-Plan (incorporated herein by
reference to Exhibit 10-g-7 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017)*
Nordson Corporation 2021 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to
Registrant's Form 8-K dated March 2, 2021)*
Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Key Employees
(incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated April 19, 2021)*
Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers
(incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated April 19, 2021)*
Assurance Trust Agreement between Nordson Corporation and Key Trust Company of Ohio, N.A. amended and
restated as of January 22, 2014 (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report
on Form 10-Q for the quarter ended January 31, 2014)*
Form of Change in Control Retention Agreement between the Registrant and Executive Officers (incorporated
herein by reference to Exhibit 10-h-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31,
2014)*
Compensation Committee Rules of the Nordson Corporation Amended and Restated Nordson Corporation 2004
Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to
Exhibit 10-j to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*
Employment Agreement, effective as of August 1, 2019, between Nordson Corporation and Sundaram Nagarajan
(incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated June 14, 2019)*
Change-in-Control Retention Agreement between Nordson Corporation and Sundaram Nagarajan (incorporated
herein by reference to Exhibit 10.3 to Registrant’s Form 8-K dated June 14, 2019)*
Separation agreement between Gregory P. Merk and Nordson Corporation, effective January 27, 2022
(incorporated herein by reference to Exhibit 10.1 to Registrant's Form 10-Q dated February 25, 2022)
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Power of Attorney (included on the signature page to this Annual Report on Form 10-K)
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
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
Nordson Corporation 71
NORDSON CORPORATION
Index to Exhibits
Exhibit
Number Description
32.1
32.2
99-a
101
104
*
**
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (furnished herewith)
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 (furnished herewith)
Form S-8 Undertakings (incorporated herein by reference to Exhibit 99-a to Registrant’s Annual Report on Form
10-K for the year ended October 31, 2016)
The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended
October 31, 2022, formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated
Statements of Income for the years ended October 31, 2022, 2021 and 2020, (ii) the Consolidated Statements of
Comprehensive Income for the years ended October 31, 2022, 2021 and 2020, (iii) the Consolidated Balance
Sheets at October 31, 2022 and 2021, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the
years ended October 31, 2022, 2021 and 2020, (v) the Consolidated Statements of Cash Flows for the years ended
October 31, 2022, 2021 and 2020, and (vi) the Notes to Consolidated Financial Statements.
The cover page from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2022,
formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101).
Indicates management contract or compensatory plan, contract or arrangement in which one or more directors and/or
executive officers of Nordson Corporation may be participants.
Schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The
Registrant will provide a copy of any omitted schedule to the SEC or its staff upon request.
Item 16. Form 10-K Summary
None.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 19, 2022
NORDSON CORPORATION
By:
/s/ Joseph P. Kelley
Joseph P. Kelley
Executive Vice President, Chief Financial Officer
Nordson Corporation 72
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints
Joseph P. Kelley as his or her true and lawful attorney-in-fact and agent with full power to act alone, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and
to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures
Title
Date
/s/ Sundaram Nagarajan
Sundaram Nagarajan
/s/ Joseph P. Kelley
Joseph P. Kelley
Director, President and Chief Executive Officer (Principal Executive
Officer)
December 19, 2022
Executive Vice President, Chief Financial Officer (Principal
Financial Officer) (Principal Accounting Officer)
December 19, 2022
/s/ Michael J. Merriman, Jr.
Chair of the Board
Michael J. Merriman, Jr.
/s/ Dr. John A. DeFord
Director
Dr. John A. DeFord
/s/ Frank M. Jaehnert
Director
Frank M. Jaehnert
/s/ Ginger M. Jones
Ginger M. Jones
Director
/s/ Milton M. Morris
Director
Milton M. Morris
/s/ Jennifer A. Parmentier
Director
Jennifer A. Parmentier
/s/ Mary G. Puma
Mary G. Puma
/s/ Victor L. Richey, Jr.
Victor L. Richey, Jr.
Director
Director
December 19, 2022
December 19, 2022
December 19, 2022
December 19, 2022
December 19, 2022
December 19, 2022
December 19, 2022
December 19, 2022
Nordson Corporation 73
Schedule II – Valuation and Qualifying Accounts and Reserves
Allowance for Doubtful Accounts
2020
2021
2022
Inventory Obsolescence and Other Reserves
2020
2021
2022
Balance at
Beginning
of Year
$
$
$
$
$
$
9,801
9,045
7,552
39,377
41,315
45,863
Charged to
Expense
Deductions
Currency
Effects
Balance
at End
of Year
2,165
32
1,259
24,767
11,718
18,694
3,074
1,572
1,336
23,255
7,436
18,372
153
47
743
$
$
$
9,045
7,552
8,218
$
426
266
$
(450) $
41,315
45,863
45,735
Nordson Corporation 74
Exhibit 21
NORDSON CORPORATION
Subsidiaries of the Registrant
The following table sets forth the subsidiaries of the Registrant (each of which is included in the Registrant's consolidated
financial statements), and the jurisdiction under the laws of which each subsidiary was organized:
Name
Jurisdiction of Incorporation
UNITED STATES:
Nordson Test and Inspection Americas, Inc.
Value Plastics, Inc. dba Nordson MEDICAL
EDI Holdings, Inc.
Nordson BKG LLC (fka Nordson Xaloy Incorporated)
Nordson BKG Superior Holdings, Inc. (fka Xaloy Superior Holdings, Inc.)
Nordson Extrusion Dies Industries, LLC
Nordson MEDICAL (CA), LLC
Nordson MEDICAL Design and Development, Inc.
Nordson MEDICAL, Inc.
NDC Technologies, Inc.
Sonoscan, Inc.
Vention Medical Acquisition Co.
J and M Laboratories, Inc.
CyberOptics Corporation *
Micromedics, Inc. dba Nordson MEDICAL
Nordson Medical (NH), Inc.
Fluortek, LLC
Nordson Advanced Technology LLC
Nordson Atlantic LLC
Nordson England L.L.C.
Nordson Medical Corporation
Nordson Pacific, Inc.
Nordson U.S. Trading Company
Realty Land Conservancy III LLC
EFD International, Inc.
Nordson EFD LLC
INTERNATIONAL:
Nordson Australia Pty. Limited
Nordson Osterreich GmbH
Nordson Benelux S.A./N.V.
California
Colorado
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Georgia
Minnesota
Minnesota
New Hampshire
New Jersey
Ohio
Ohio
Ohio
Ohio
Ohio
Ohio
Ohio
Rhode Island
Rhode Island
Australia
Austria
Belgium
Name
Jurisdiction of Incorporation
INTERNATIONAL:
NDC Technologies S.A.
Nordson do Brasil Industria e Comercio Ltda.
Nordson Canada Limited
CyberOptics (China) Co., Ltd. *
Dage Test Systems (Suzhou) Co. Ltd.
Hanshitong (Shanghai) Enterprise Management Consulting Co. Ltd.
Nordson (China) Co., Ltd.
Nordson (Shanghai) Business Consulting Co., Ltd.
Nordson China Business Trust
Nordson PPS (Shanghai) Co. Ltd.
PDMC Branch Company of Nordson (China) Ltd.
Sonoscan Acoustic Imaging Instruments (Shanghai) Limited
Suzhou Nordson Electronics Equipment., Co., Ltd.
Nordson Andina Limitada
Nordson CS, spol.s.r.o.
Nordson Danmark A/S
Nordson Finland Oy
Dosage 2000 S.A.R.L
NDC Technologies S.A.R.L.
Nordson France S.A.S.
Dage Deutschland GmbH
Matrix Technologies GmbH
NDC Technologies GmbH
Nordson BKG GmbH
Nordson Deutschland GmbH
Nordson Engineering GmbH
Nordson Germania Ltd. & Co. KG
Nordson Holdings S.à r.l. & Co. KG
Ligonia Limited
Macaria Limited
Nordson Advanced Technology (Hong Kong) Ltd.
Nordson Asia Pacific, Limited
Nordson Hungary Kft
Nordson India Private Limited
Nordson S.E. Asia (Pte.) Limited, Indonesia Representative Office
Chartview Investments Limited
Nordson MEDICAL Ireland Limited
CardioNiti Ltd.
Great Aspirations Ltd.
MedKardia Ltd.
Nordson MEDICAL Israel AC Ltd.
Nordson MEDICAL Israel Ltd.
SafePass Vascular Ltd.
Score It Ltd.
NDC Technologies SRL
Nordson Italia S.p.A.
Nordson Advanced Technology (Japan) K.K.
Belgium
Brazil
Canada
China
China
China
China
China
China
China
China
China
China
Colombia
Czech Republic
Denmark
Finland
France
France
France
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hungary
India
Indonesia
Ireland
Ireland
Israel
Israel
Israel
Israel
Israel
Israel
Israel
Italy
Italy
Japan
Name
Jurisdiction of Incorporation
INTERNATIONAL:
Nordson K.K.
Nordson European Holdings Luxembourg S.à r.l.
Nordson Luxembourg S.à r.l.
Nordson S.à r.l.
Cybe Malaysia Sdn. Bhd. *
Nordson (Malaysia) Sdn. Bhd. *
Nordson de Mexico, S.A. de C.V.
Nordson de Mexico Trading, S.A. de C.V.
Nordson MEDICAL S.A. de C.V. (Mexico)
Nordson Benelux B.V.
Nordson B.V.
Nordson Dima B.V.
Nordson New Zealand
Nordson Norge A/S
Nordson Polska Sp.z.o.o.
Nordson Portugal Equipamento Industrial, Lda.
Nordson RUS LLC (fka Nordson Russia Limited Liability Company)
CyberOptics (Singapore) Pte. Ltd. *
Nordson Advanced Technology (Singapore) Pte. Ltd.
Nordson Advanced Technology International Pte. Ltd.
Nordson S.E. Asia (Pte.) Ltd.
Primount Singapore Pte. Ltd.
Nordson SA (Pty) Limited
Nordson Korea Ltd.
Nordson Iberica, S.A.
Nordson AB
Nordson (Schweiz) A.G.
CyberOptics Taiwan Branch *
Nordson Advanced Technology LLC (Taiwan Branch)
Nordson (Thailand) Ltd.
CyberOptics Holdings Limited *
CyberOptics Limited *
Dage Holdings Limited
Dage Pension Trustees Limited
Dage Precision Industries Limited
Majority Kingdom Investment Limited
Minority Kingdom Investment Limited
NDC Technologies Limited
Nordson (U.K.) Limited
Nordson London Limited
Primount LLP
Nordson International de Venezuela, CA
Representative Office of Nordson S.E. Asia (Pte.) Limited in Hanoi City
Representative Office of Nordson S.E. Asia (Pte.) Limited in Ho Chi Minh City
* These entities were acquired by Nordson Corporation effective November 3, 2022.
Japan
Luxembourg
Luxembourg
Luxembourg
Malaysia
Malaysia
Mexico
Mexico
Mexico
The Netherlands
The Netherlands
The Netherlands
New Zealand
Norway
Poland
Portugal
Russia
Singapore
Singapore
Singapore
Singapore
Singapore
South Africa
South Korea
Spain
Sweden
Switzerland
Taiwan
Taiwan
Thailand
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Venezuela
Vietnam
Vietnam
Exhibit 23
NORDSON CORPORATION
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
1. Registration Statement (Form S-8 No. 333-167406) pertaining to the Nordson Employees’ Savings Trust Plan and
Nordson Hourly-Rated Employees’ Savings Trust Plan,
2. Registration Statement (Form S-8 No. 33-18309) pertaining to the Nordson Employees’ Savings Trust Plan,
3. Registration Statement (Form S-8 No. 33-33481) pertaining to the Nordson Hourly-Rated Employees’ Savings Trust
Plan,
4. Registration Statement (Form S-8 No. 333-119399) pertaining to the Nordson Corporation 2004 Long-Term
Performance Plan,
5. Registration Statement (Form S-8 No. 333-188980) pertaining to the Nordson Corporation 2012 Stock Incentive and
Award Plan,
6. Registration Statement (Form S-8 No. 333-225378) pertaining to the Amended and Restated Nordson Corporation
2012 Stock Incentive and Award Plan; and
7. Registration Statement (Form S-8 No. 333-254753) pertaining to the Nordson Corporation 2021 Stock Incentive and
Award Plan
8. Registration Statement (Form S-8 No. 333-268305) pertaining to the CyberOptics Corporation 1998 Stock Incentive
Plan, as amended
of our reports dated December 19, 2022, with respect to the consolidated financial statements and schedule of Nordson
Corporation and the effectiveness of internal control over financial reporting of Nordson Corporation, included in this Annual
Report (Form 10-K) of Nordson Corporation for the year ended October 31, 2022.
/s/ Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
December 19, 2022
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Sundaram Nagarajan, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Nordson Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: December 19, 2022
/s/ Sundaram Nagarajan
Sundaram Nagarajan
President and Chief Executive Officer
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Joseph P. Kelley, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Nordson Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date: December 19, 2022
/s/ Joseph P. Kelley
Joseph P. Kelley
Executive Vice President, Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Nordson Corporation (the "Company") on Form 10-K for the year ended October 31,
2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sundaram Nagarajan,
president and chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: December 19, 2022
/s/ Sundaram Nagarajan
Sundaram Nagarajan
President and Chief Executive Officer
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Nordson Corporation (the "Company") on Form 10-K for the year ended October 31,
2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph P. Kelley, executive
vice president, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: December 19, 2022
/s/ Joseph P. Kelley
Joseph P. Kelley
Executive Vice President, Chief Financial Officer
2022
Nordson Corporation
28601 Clemens Road
Westlake, Ohio 44145-4551 USA
+1.440.892.1580
nordson.com
Nasdaq: NDSN