Nordson (NDSN) 10-K risk factor changes: FY2020 vs FY2019

We discuss in this section some of the risk factors [removed: that, if they actually occurred,] [added: that] could materially and adversely affect our business, financial condition, value and results of operations.

[removed: Changes] [added: Changes] in United States or international economic conditions, including declines in the industries we serve, could adversely affect the profitability of any of our [removed: operations.][added: operations.]

In [removed: 2019,] [added: 2020,] approximately [removed: 35] [added: 36] percent of our revenue was generated in the United States, while approximately [removed: 65] [added: 64] percent was generated outside the United States.

A general [added: 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.

[removed: Any] [added: The current] significant downturn in the health of the general economy, [removed: globally, regionally] or [removed: in] [added: any recession, depression or other sustained adverse market event resulting from] the [removed: markets in which we sell products,] [added: COVID-19 pandemic,] could have an adverse effect on our revenues and financial performance, resulting in impairment of assets.

We cannot predict the [removed: timing,] strength or duration of [removed: any] [added: the current] economic [removed: slowdown,] [added: slowdown and] instability or [removed: recovery, generally or within] [added: the timing of] any [removed: particular region or industry in which we operate.][added: recovery.]

Nordson Corporation [removed: 9][added: 15]

If we fail to develop new [removed: products or] [added: products or] enhance existing [removed: products,] [added: products,] or our customers do not accept the [removed: new or enhanced products] [added: new or enhanced products] we develop, our revenue and profitability could be adversely impacted.

[removed: Increased IT] [added: Increased information technology (IT)] security threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions and [removed: services.][added: services.]

[removed: 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.

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 [added: and elsewhere] (including but not limited to the European Union’s General Data Protection [removed: Regulation),] [added: Regulation, the Brazilian General Data Protection Law] and [removed: elsewhere,] [added: the California Consumer Privacy Act of 2018),] are uncertain and evolving.

[removed: Our] [added: 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 [removed: governments.][added: governments.]

Our ability to conduct business can be significantly impacted by changes in tariffs, changes or repeals of trade agreements, including [removed: withdrawal from or material modifications to] the [removed: North American Free Trade Agreement, which the U.S. government has renegotiated into] [added: impact of] the “United States-Mexico-Canada Agreement” with Mexico and [removed: Canada and has yet to ratify,] [added: Canada, which replaced the North American Free Trade Agreement,] or the imposition of other trade restrictions or retaliatory actions imposed by various governments.

Nordson Corporation [removed: 10][added: 16]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] diversion of management’s time and attention from other business concerns; [removed: |]

[removed: | • |] [added: -] difficulties in retaining key employees, customers or suppliers of the acquired business; [removed: |]

[removed: | • |] [added: -] difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies; [removed: |]

[removed: | • |] [added: -] adverse effects on existing business relationships with suppliers or customers; [removed: |]

[removed: | • |] [added: -] the risks associated with the assumption of product [removed: liabilities,] [added: liabilities or] contingent or undisclosed liabilities of acquisition targets; and [removed: |]

[removed: | • |] [added: -] the ability to generate future cash flows or the availability of financing. [removed: |]

[removed: Significant] [added: Significant] movements in foreign currency exchange rates or change in monetary policy may harm our financial [removed: results.][added: results.]

For additional detail related to this risk, see [added: Part II,] Item 7A, Quantitative and Qualitative Disclosure About Market Risk.

A significant portion of our consolidated revenues in [removed: 2019] [added: 2020] were generated in currencies other than the United States dollar, which is our reporting currency.

For example, uncertainty surrounding the [removed: effects] [added: impact of the COVID-19 pandemic] and [removed: timing] [added: the effects] of 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 [added: the COVID-19 pandemic and] Brexit may include continued volatility in exchange rates.

[removed: 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.

[removed: Changes] [added: Changes] in United States and international tax law may have a material adverse effect on our business, financial condition and results of [removed: operations.][added: operations.]

[removed: If] [added: 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 [removed: operations.][added: operations.]

[removed: Our] [added: 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 [removed: products.][added: products.]

[removed: We] [added: We] may be exposed to liabilities under the Foreign Corrupt Practices Act (FCPA), which could have a material adverse effect on our [removed: business.][added: business.]

We are subject to compliance with various laws and regulations, including the [removed: FCPA] [added: 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.

[removed: | • |] [added: -] borrow money or guarantee the debts of others; [removed: |]

[removed: | • |] [added: -] use assets as security in other transactions; [removed: |]

[removed: | • |] [added: -] make restricted payments or distributions; and [removed: |]

[removed: | • |] [added: -] sell or acquire assets or merge with or into other companies. [removed: |]

[removed: Changes] [added: Changes] in interest rates could adversely affect [removed: us.][added: us.]

At October 31, [removed: 2019,] [added: 2020,] we had [removed: $1,244,142] [added: $1,105,995] of total debt and notes payable outstanding, of which 51 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 [removed: 2019] [added: 2020] would have resulted in approximately [removed: $7,236] [added: $6,535] of additional interest expense.

In July 2017, the head of the United Kingdom’s Financial Conduct Authority announced its intention to phase out the use of LIBOR by the end of [removed: 2021.][added: 2023.]

Risks Related to the COVID-19 pandemic

The COVID-19 pandemic has negatively disrupted, and may continue to have a negative impact, which could be material, on our ability to operate, results of operations, financial condition, liquidity and capital investments.

In March 2020, the World Health Organization categorized the COVID-19 pandemic outbreak as a pandemic, and the President of the United States declared the COVID-19 pandemic outbreak a national emergency.

COVID-19 continues to spread and intensify throughout the United States and other countries across the world, and the ultimate duration and severity of its effects are currently unknown.

The COVID-19 pandemic has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, social distancing protocols, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures and other measures.

In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of the COVID-19 pandemic.

The COVID-19 pandemic has negatively disrupted, and may continue to negatively impact, our business.

While we have continued to operate during the course of the COVID-19 pandemic in all of our production facilities and have supported 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 experienced unfavorable impacts on our manufacturing efficiencies due to the implementation of worker safety measures and cost increases from COVID-19 pandemic-related supply disruptions.

We have invested and will continue to invest significant time and resources in modifying our business practices for the continued health and safety of our employees and in managing the impact of the COVID-19 pandemic on our global business.

Our focus on managing and mitigating the impacts of the COVID-19 pandemic on our business, including complying with any new or modified government health regulations, for an unknown period of time may cause us to divert or delay the application of our resources toward other or new initiatives or investments, which may have a material adverse impact on our business and results of operations.

Governments around the world have implemented fiscal stimulus measures to counteract the effects of the COVID-19 pandemic.

The magnitude and overall effectiveness of these actions remain uncertain.

The full extent to which the COVID-19 pandemic will impact our business going forward will depend on future developments that are highly uncertain and cannot be accurately predicted, including, but not limited to, the duration and severity 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, the widespread distribution and acceptance of an effective vaccine, and the extent and severity of the impact on our customers, operations, and suppliers, all of which are uncertain and cannot be predicted.

Our future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand.

Additionally, to the extent the COVID-19 pandemic adversely affects our business, results of operations or financial condition, it may heighten other risks described in this “Risk Factors” section below.

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Risks Related to Economic Conditions

The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world have to date negatively impacted the global economy and created significant volatility and disruption of financial markets.

Further, the level of impact from the COVID-19 pandemic and the reactions of governmental authorities and others thereto may have significant adverse effects on international trade policy.

Currency devaluations diminish the United States dollar value

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Risks Related to Our Business and Operations

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 anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.

- government responses to the COVID-19 pandemic.

Depending on their nature and scope, such threats could potentially lead to the compromising of

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Failure to retain our leadership team and attract and retain other important management and technical personnel could place a constraint on our global growth and

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

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.

The significant risk factors affecting our operations include the following:

| --- | --- |

[removed: Critical] [added: Critical] Accounting Policies and [removed: Estimates][added: Estimates]

[removed: Revenue recognition] [added: 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.

Refer to Note 1 to the Consolidated Financial Statements for further discussion [removed: around] [added: regarding] the Company's revenue recognition policy.

[removed: Business] [added: Business] combinations [removed: –] [added: –] The acquisitions of our businesses are accounted for under the acquisition method of accounting.

[removed: Goodwill] [added: Goodwill] – Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations.

Our reporting units are [removed: the Adhesive Dispensing Systems segment,] [added: one level below] the Industrial [removed: Coating Systems segment] [added: Precision Solutions segment,] and one level below the Advanced Technology [removed: Systems] [added: Solutions] segment.

We did not record any goodwill impairment charges in [removed: 2019.][added: 2020.]

For [removed: 2019,] [added: 2020,] the discount rates used ranged from [removed: 9] [added: 7.0] percent to [removed: 12] [added: 8.8] percent depending upon the reporting unit's size, end market volatility, and projection risk.

Nordson Corporation [removed: 21][added: 32]

In [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] the results of our annual impairment tests indicated no impairment.

Based on the results shown in the table below and based on our measurement date of August 1, [removed: 2019,] [added: 2020,] our conclusion is that no goodwill was impaired in [removed: 2019.][added: 2020.]

| | | [removed: WACC] | [added: WACC] | | [removed: Excess] [added: | | | | Excess] of FV over [removed: CV] [added: CV] | | | [removed: Goodwill] | | | [added: Goodwill | | |]

| Industrial [added: Precision Solutions Segment - Industrial] Coating Systems [removed: Segment] | | [removed: 10.5%] | [added: 8.8%] | | [removed: 550%] | | | [added: | 584% | | | | | |] $ | 24,058 | |

| Advanced Technology [removed: Systems] [added: Solutions] Segment - Electronics Systems | | [removed: 10.0%] | [added: 7.8%] | | [removed: 295%] | | | [added: | 343% | | | | | |] $ | [removed: 27,581] [added: 27,962] | |

[removed: Pension] [added: Pension] plans and postretirement medical [removed: plans -] [added: plans \-] The measurement of liabilities related to our pension plans and postretirement medical plans 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 weighted-average discount rate used to determine the present value of our domestic pension plan obligations was [removed: 3.25] [added: 2.85] percent at October 31, [removed: 2019] [added: 2020] and [removed: 4.53] [added: 3.25] percent at October 31, [removed: 2018.][added: 2019.]

The weighted-average discount rate used to determine the present value of our various international pension plan obligations was [removed: 1.26] [added: 1.01] percent at October 31, [removed: 2019,] [added: 2020,] compared to [removed: 2.14] [added: 1.26] percent at October 31, [removed: 2018.][added: 2019.]

The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was [removed: 6.00] [added: 5.75] percent in [removed: both 2019] [added: 2020] and [removed: 2018.][added: 6.00 percent in 2019.]

The average expected rate of return on international pension assets used to determine net benefit costs was [removed: 3.96] [added: 3.22] percent in [removed: 2019] [added: 2020] and [removed: 3.91] [added: 3.96] percent in [removed: 2018.][added: 2019.]

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 4.00 percent at [added: both] October 31, [removed: 2019, compared to 3.90 percent at] [added: 2020 and] October 31, [removed: 2018.][added: 2019.]

The assumed rate of compensation increases used to determine the present value of our international pension plan obligations was [removed: 3.12] [added: 2.69] percent at [removed: both] October 31, [removed: 2019, and] [added: 2020, compared to 3.12 percent at] October 31, [removed: 2018.][added: 2019.]

Nordson Corporation [removed: 22][added: 33]

| | | [removed: United States] | [added: United States] | | | | | | | [removed: International] | | | | | [added: International] | | [added: | | | | | | |]

| | | [removed: 1%] [added: | 1%] Point [removed: Increase] [added: Increase] | | | | [removed: 1%] [added: | | 1%] Point [removed: Decrease] [added: Decrease] | | | | [removed: 1%] [added: | | 1%] Point [removed: Increase] [added: Increase] | | | | [removed: 1%] [added: | | 1%] Point [removed: Decrease] [added: Decrease] | | |

| Discount rate: | | | | | | | | | | | | | | | | | [added: | | | | | | |]

| Effect on total net periodic pension cost in [removed: 2019] [added: 2020] | | [added: |] $ | [removed: (5,413] [added: (4,289)] | [removed: )] | | [added: | |] $ | [removed: 7,862] [added: 4,289] | | | [added: | |] $ | [removed: (1,184] [added: (398)] | [removed: )] | | [added: | |] $ | [removed: 1,333] [added: 398] | |

| Expected return on assets: | | | | | | | | | | | | | | | | | [added: | | | | | | |]

| Effect on total net periodic pension cost in [removed: 2019] [added: 2020] | | [added: |] $ | [removed: (3,890] [added: (7,315)] | [removed: )] | | [added: | |] $ | [removed: 3,890] [added: 9,402] | | | [added: | |] $ | [removed: (407] [added: (1,591)] | [removed: )] | | [added: | |] $ | [removed: 407] [added: 1,723] | |

| Compensation increase: | | | | | | | | | | | | | | | | | [added: | | | | | | |]

With respect to the domestic postretirement medical plan, the discount rate used to value the benefit obligation was [removed: 3.27] [added: 2.84] percent at October 31, [removed: 2019] [added: 2020] and [removed: 4.56] [added: 3.27] percent at October 31, [removed: 2018.][added: 2019.]

The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be [removed: 3.62] [added: 3.40] percent in [removed: 2020,] [added: 2021,] decreasing gradually to [removed: 3.24] [added: 3.17] percent [removed: in] [added: by] 2026.

For the international postretirement [added: medical] plan, the discount rate used to value the benefit obligation was [removed: 3.03] [added: 2.94] percent at October 31, [removed: 2019] [added: 2020] and [removed: 3.88] [added: 3.03] percent at October 31, [removed: 2018.][added: 2019.]

The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be [removed: 4.00] [added: 4.22] percent in [removed: 2020] [added: 2021] to 4.05 percent [removed: in] [added: by] 2040.

| Effect on total net postretirement benefit cost components in [removed: 2019] [added: 2020] | | [added: |] $ | [removed: (535] [added: (604)] | [removed: )] | | [added: | |] $ | [removed: 681] [added: 711] | | | [added: | |] $ | [removed: (3] [added: (2)] | [removed: )] | | [added: | |] $ | [removed: 3] [added: 2] | |

| Health care trend rate: | | | | | | | | | | | | | | | | | [added: | | | | | | |]

| Effect on total net postretirement benefit cost components in [removed: 2019] [added: 2020] | | [added: |] $ | [removed: 494] [added: 431] | | | [added: | |] $ | [removed: (400] [added: (345)] | [removed: )] | | [added: | |] $ | [removed: 9] [added: 7] | | | [added: | |] $ | [removed: (7] [added: (5)] | [removed: )] |

Pension and postretirement expenses in [removed: 2020] [added: 2021] are expected to be approximately [removed: $9,900 higher] [added: $5,500 lower] than [removed: 2019.][added: 2020.]

[removed: Income taxes] [added: Income taxes] – Income taxes are estimated based on income for financial reporting purposes.

Nordson Corporation [removed: 23][added: 34]

[removed: 2019] [added: 2019] compared to [removed: 2018][added: 2018]

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| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Industrial Precision Solutions Segment - Adhesives | | | 7.0% | | | | | | 648% | | | | | | $ | 393,491 | |

| Advanced Technology Solutions Segment - Fluid Management | | | 7.8% | | | | | | 145% | | | | | | $ | 1,176,613 | |

| Advanced Technology Solutions Segment - Test & Inspection | | | 8.5% | | | | | | 218% | | | | | | $ | 79,790 | |

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Effect on pension obligation as of October 31, 2020 | | | $ | (79,095) | | | | | $ | 98,884 | | | | | $ | (16,979) | | | | | $ | 20,430 | |

| Effect on total net periodic pension cost in 2020 | | | $ | 6,433 | | | | | $ | (5,628) | | | | | $ | 538 | | | | | $ | (507) | |

| Effect on pension obligation as of October 31, 2020 | | | $ | 32,766 | | | | | $ | (29,256) | | | | | $ | 3,628 | | | | | $ | (3,366) | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | United States | | | | | | | | | | | | International | | | | | | | | |

| | | | 1% Point Increase | | | | | | 1% Point Decrease | | | | | | 1% Point Increase | | | | | | 1% Point Decrease | | |

| Discount rate: | | | | | | | | | | | | | | | | | | | | | | | |

| Effect on postretirement obligation as of October 31, 2020 | | | $ | (11,184) | | | | | $ | 13,899 | | | | | $ | (84) | | | | | $ | 111 | |

| Effect on postretirement obligation as of October 31, 2020 | | | $ | 11,019 | | | | | $ | (9,100) | | | | | $ | 103 | | | | | $ | (80) | |

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2020 compared to 2019

Worldwide sales for 2020 were $2,121,100, a decrease of 3.3 percent from 2019 sales of $2,194,226.

The decrease consisted of a 3.7 percent decline in sales volume and unfavorable currency translation effects which decreased sales by 0.2 percent partially offset by 0.6 percent growth from acquisitions.

Sales in Europe were $536,636, a decrease of 6.1 percent from 2019.

Sales in Japan were $126,601, a decrease of 0.1 percent from 2019, with volume decreasing 2.1 percent partially offset by favorable currency effects of 1.8 percent and a 0.2 percent increase from acquisitions.

partially offset by a 0.2 percent increase from acquisitions.

Cost of sales were $990,632 in 2020, down 1.1 percent from $1,002,123 in 2019.

Of the 1.0 percentage point decrease in gross margin, unfavorable product mix contributed 0.8 of a percentage point, higher costs and adjustments related to cost structure simplification actions contributed 0.2 of a percentage point, unfavorable currency translation effects contributed 0.1 of a percentage point, and an inventory step-up related to acquisitions contributed 0.1 of a percentage point.

These were partially offset by 0.2 of a percentage point due to the first year effect of acquisitions.

Severance costs were incurred in both of our segments as part of cost structure simplification actions made to improve operational efficiencies.

Selling and administrative expenses were $693,552 in 2020, compared to $708,990 in 2019.

Of the 2.2 percent decrease, lower base business costs contributed 3.7 percentage points, and favorable currency translation effects contributed 0.2 of a percentage point.

These improvements were partially offset by 1.0 percentage point due to higher severance costs, and 0.7 of a percentage point due to the first year effect of acquisitions.

Of the 0.4 percentage point increase, higher severance costs contributed 0.5 of a percentage point, and the first year effect of acquisitions contributed 0.1 of a percentage point.

These increases were partially offset by lower base business costs of 0.2 of a percentage point.

In the fourth quarter of 2020, we committed to a plan to sell our screws and barrels product line within the Adhesives reporting unit under our Industrial Precision Solutions segment and determined that it met the criteria to be classified as held for sale.

The decision was part of a strategy to focus resources on core strategies and businesses and the Board of Directors authorized the disposition on October 23, 2020.

As a result of this decision, the Company incurred a non-cash, assets held for sale impairment charge of $87,371.

Of the 5.5 percentage point decline in operating margin, the assets held for sale impairment charge contributed 4.1 percentage points, unfavorable absorption due to lower sales volume and unfavorable product mix contributed 0.8 of a percentage point, higher severance costs contributed 0.5 of a percentage point, and the amortization of the step-up of acquired inventory, unfavorable foreign currency translation effects, and the first-year effect of acquisitions combined to contribute a negative impact of 0.3 of a percentage point.

This decline was partially offset by 0.2 of a percentage point due to lower base business costs.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Adhesive Dispensing Systems Segment | | 9.0% | | | 564% | | | $ | 386,713 | |

| Advanced Technology Systems Segment - Fluid Management | | 10.0% | | | 127% | | | $ | 1,098,006 | |

| Advanced Technology Systems Segment - Test & Inspection | | 12.0% | | | 178% | | | $ | 77,118 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Effect on pension obligation as of October 31, 2019 | | $ | (74,804 | ) | | $ | 94,969 | | | $ | (13,823 | ) | | $ | 16,523 | |

| Effect on total net periodic pension cost in 2019 | | $ | 4,625 | | | $ | (4,046 | ) | | $ | 522 | | | $ | (461 | ) |

| Effect on pension obligation as of October 31, 2019 | | $ | 28,775 | | | $ | (25,955 | ) | | $ | 3,186 | | | $ | (2,955 | ) |

| Effect on postretirement obligation as of October 31, 2019 | | $ | (12,237 | ) | | $ | 15,551 | | | $ | (87 | ) | | $ | 116 | |

| Effect on postretirement obligation as of October 31, 2019 | | $ | 11,984 | | | $ | (9,800 | ) | | $ | 108 | | | $ | (84 | ) |

Sales of the Adhesive Dispensing Systems segment were $950,917 in 2019, a decrease of $4,275, or 0.4 percent, from 2018 sales of $955,192.

Sales of the Industrial Coating Systems segment were $257,459 in 2019, a decrease of $2,651, or 1.0 percent, from 2018 sales of $260,110.

Within this segment, sales volume increased in the United States, Americas and Japan regions, and was offset by softness in the Europe and Asia Pacific regions.

Growth in cold materials product lines serving automotive end markets was offset by softness in the liquid and container product lines serving industrial end markets.

The decrease in sales volume consisted of 3.8 percent from organic volume offset by a 0.5 percent increase from acquisitions.

The decrease in sales volume consisted of 22.9 percent from organic volume offset by a 0.7 percent increase from acquisitions.

It is estimated that the effect of pricing on 2019 total sales was not material relative to 2018.

Nordson Corporation 24

For the Industrial Coating Systems segment, operating profit as a percentage of sales increased to 20.9 percent in 2019 compared to 20.2 percent in 2018.

Of the 0.7 percentage point improvement in operating margin, 2.1 percentage points were due to favorable leverage of our selling and administrative expenses, offset by 1.1 percentage points related to unfavorable product mix and 0.3 percentage points related to unfavorable foreign currency translation effects.

It reduces the U.S. federal corporate income tax rate from 35 percent to 21 percent.

We also recorded a provisional tax expense of $27,618 to reflect the transition tax on previously deferred foreign earnings.

2018 compared to 2017

Sales – Worldwide sales for 2018 were $2,254,668, an increase of 9.1 percent from 2017 sales of $2,066,982.

Sales volume increased 7.1 percent and favorable currency translation effects increased sales by 2.0 percent.

The volume increase consisted of 2.5 percent from organic growth and 4.6 percent from acquisitions.

We had four acquisitions during 2017, ACE Production Technologies, Inc. (“ACE”), Plas-Pak Industries, Inc. (“Plas-Pak), InterSelect GmbH (“InterSelect”), and Vention Medical’s Advanced Technologies business (“Vention”), which are also included within the Advanced Technology Systems segment.

Sales of the Adhesive Dispensing Systems segment were $955,192 in 2018, an increase of $39,173, or 4.3 percent, from 2017 sales of $916,019.

The increase was the result of a sales volume increase of 1.5 percent and favorable currency effects that increased sales by 2.8 percent.

Within this segment, sales volume increased in all geographic regions with the exception of the United States.

Growth in packaging and product assembly product lines was offset by softness in product lines serving polymer processing end markets.

Sales of the Advanced Technology Systems segment were $1,039,366 in 2018, an increase of $141,743 or 15.8 percent, from 2017 sales of $897,623.

The increase was the result of a sales volume increase of 14.5 percent and favorable currency effects that increased sales by 1.3 percent.

The sales volume increase consisted of 3.8 percent from organic volume and 10.7 percent from the first-year effect of acquisitions.

Within this segment, sales volume, inclusive of acquisitions, increased in all geographic regions with the exception of the Asia Pacific region.

Organic volume was driven by demand in our fluid management product lines serving industrial and medical end markets.

Sales of the Industrial Coating Systems segment were $260,110 in 2018, an increase of $6,770, or 2.7 percent, from 2017 sales of $253,340.

The increase was the result of a sales volume increase of 1.1 percent and favorable currency effects that increased sales by 1.6 percent.

Within this segment, sales volume increased in Europe, Japan and the Asia Pacific regions.

Growth in powder, liquid and container product lines serving industrial end markets was offset by softness in cold materials product lines serving automotive end markets.

[removed: As a result of the] [added: We] use [removed: of] foreign exchange contracts on a routine basis to [removed: reduce] [added: help mitigate] the risks related to [removed: most of our] transactions denominated in foreign [removed: currencies, as of October 31, 2019, we did not have material foreign currency exposure.][added: currencies.]

Refer to Note [removed: 12] [added: 13] to the Consolidated Financial Statements for further discussion about our foreign currency transactions and the methods and assumptions used to record these transactions.

| [removed: At] [added: At] October 31, [removed: 2019] [added: 2019] | | [removed: 2020] | [added: 2020] | | | [removed: 2021] | | | [added: 2021] | [removed: 2022] | | | | [removed: 2023] | [added: 2022] | | | [removed: 2024] | | | [added: 2023] | [removed: Thereafter] | | | | [removed: Value] | [added: 2024] | | | [removed: Value] | | | [added: Thereafter | | | | | | Total Value | | | | | | Fair Value | | |]

| Annual repayments of long-term debt | | [added: |] $ | 68,738 | | | [added: | |] $ | 38,187 | | | [added: | |] $ | 30,791 | | | [added: | |] $ | 130,796 | | | [added: | |] $ | 110,801 | | | [added: | |] $ | 235,851 | | | [added: | |] $ | 615,164 | | | [added: | |] $ | 647,982 | |

| Average interest rate on total borrowings outstanding during the year | | | 3.5 | [added: |] % | | | [added: |] 3.6 | [added: |] % | | | [added: |] 3.7 | [added: |] % | | | [added: |] 3.7 | [added: |] % | | | [added: |] 3.8 | [added: |] % | | | [added: |] 3.9 | [added: |] % | | | [added: |] 3.5 | [added: |] % | | | | | [added: | |]

| [removed: At] [added: At] October 31, [removed: 2018] [added: 2020] | | [removed: 2019] | [added: 2021] | | | [removed: 2020] | | | [added: 2022] | [removed: 2021] | | | | [removed: 2022] | [added: 2023] | | | [removed: 2023] | | | [added: 2024] | [removed: Thereafter] | | | | [removed: Value] | [added: 2025] | | | [removed: Value] | | | [added: Thereafter | | | | | | Total Value | | | | | | Fair Value | | |]

| Average interest rate on total borrowings outstanding during the year | | | [removed: 3.5] [added: 3.6] | [removed: %] | [added: %] | | [removed: 3.5] | [removed: %] | [added: 3.7] | | [removed: 3.6] [added: %] | [removed: %] | | | [removed: 3.7] [added: 3.7] | [removed: %] | [added: %] | | [removed: 3.7] | [removed: %] | [added: 3.8] | | [removed: 3.8] [added: %] | [removed: %] | | | [removed: 3.5] [added: 3.9] | [removed: %] | [added: %] | | | | [added: 4.0 | | % | | | | 3.6 | | % | | | | | | |]

The weighted average interest rate of this [added: variable-rate] debt was [removed: 3.0] [added: 0.76] percent at October 31, [removed: 2019] [added: 2020] and [removed: 3.2] [added: 3.0] percent at October 31, [removed: 2018.][added: 2019.]

A one percent increase in interest rates would have resulted in additional interest expense of approximately [removed: $7,236] [added: $6,535] on the variable rate notes payable and long-term debt in [removed: 2019.][added: 2020.]

Nordson Corporation [removed: 32][added: 35]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Annual repayments of long-term debt | | | $ | 38,043 | | | | | $ | 30,643 | | | | | $ | 130,643 | | | | | $ | 110,643 | | | | | $ | 85,643 | | | | | $ | 150,000 | | | | | $ | 545,615 | | | | | $ | 608,752 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | Fair | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Annual repayments of long-term debt | | $ | 28,734 | | | $ | 68,738 | | | $ | 38,187 | | | $ | 30,791 | | | $ | 130,796 | | | $ | 346,652 | | | $ | 643,898 | | | $ | 622,283 | |

[removed: General] [added: General] Description of [removed: Business][added: Business]

Consistent with this global strategy, approximately [removed: 65] [added: 64] percent of our revenues were generated outside the United States in [removed: 2019.][added: 2020.]

We have [removed: 7,579] [added: 7,555] employees worldwide.

[removed: New] [added: New] Chief [removed: Executive Officer][added: Financial Officer]

[removed: Hilton,] [added: Thaxton,] who previously announced his plans to retire.

[removed: Corporate] [added: Corporate] Purpose and [removed: Goals][added: Goals]

[removed: Although every] [added: Each] quarter [added: we] may not produce increased sales, net income, or earnings per share, or exceed the comparative prior year's [removed: quarter, we expect to produce long-term gains.][added: quarter.]

When short-term swings occur, we do not intend to alter our [removed: basic] [added: foundational] objectives in efforts to mitigate the impact of these temporary occurrences.

[removed: Principal] [added: Principal] Products and [removed: Uses][added: Uses]

[removed: | | • | 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, feminine hygiene products and surgical drapes, gowns, shoe covers and face masks. [removed: |]

[removed: | | • | Packaging – Automated adhesive dispensing systems used in the rigid packaged goods industries.] Key strategic markets include food and beverage packaging, pharmaceutical packaging, and other consumer goods packaging. [removed: |]

[removed: | | • |] [added: -] Polymer Processing – Components and systems used in the thermoplastic melt stream in plastic extrusion, injection molding, compounding, polymerization and recycling processes. [removed: Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods. |]

[removed: | | • | 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. [removed: |]

[removed: | | 2. |] Advanced Technology [removed: Systems |][added: Solutions]

This segment integrates our proprietary product technologies found in progressive stages of a customer’s production [removed: process,] [added: processes,] such as surface treatment, precisely controlled [removed: automated, semi-automated or manual] dispensing of [removed: material,] [added: material] and post-dispense [removed: bond testing, optical inspection] [added: test] and [removed: x-ray] inspection to ensure quality.

Related single-use plastic molded syringes, cartridges, tips, [removed: tubing and] fluid connection [removed: components] [added: components, tubing, balloons and catheters] are used to dispense or control fluids in production processes or within customers’ end products.

This segment [removed: primarily] [added: predominantly] serves [added: customers in] the [removed: specific needs of] electronics, medical and related high-tech [removed: industries.][added: industrial markets.]

[removed: | | • | Electronics Systems –] [added: - 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. [removed: Key strategic markets include the breadth of the electronics industry manufacturing supply chain that produces semiconductor, printed circuit board assemblies and electronic components. |]

[removed: | | • | Fluid] [added: - Fluid] Management – Precision manual and semi-automated dispensers, minimally invasive interventional delivery devices, and highly engineered single-use plastic molded syringes, cartridges, tips, fluid connection components, tubing, balloons, and catheters. [removed: Products are used for applying and controlling the flow of adhesives, sealants, lubricants, and biomaterials in critical industrial production processes and within medical equipment and related surgical procedures. Key strategic markets include consumer goods, electronics, industrial assembly, and medical. |]

[removed: | | • | 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, [removed: MEMS,] [added: MEMS] and semiconductor packaging. [removed: |]

This segment primarily serves the [removed: industrial capital equipment and] [added: industrial,] consumer durables [added: and non-durables] markets.

[removed: | | • | Cold] [added: - Cold] Materials – Automated and manual dispensing products and systems used to apply multiple component adhesive and sealant materials in the general industrial and transportation manufacturing industries. [removed: Key strategic markets include aerospace, electric battery, appliances, automotive, building and construction, composites, electronics and medical. |]

[removed: | | • | Container] [added: - Container] Coating – Automated and manual dispensing and curing systems used to coat and cure containers. [removed: Key strategic markets include beverage containers and food cans. |]

[removed: | | • | Curing] [added: - Curing] and Drying Systems – Ultraviolet equipment used primarily in curing and drying operations for specialty coatings, semiconductor materials and paints. [removed: Key strategic markets include electronics, containers, and durable goods products. |]

[removed: | | • | Liquid] [added: - Liquid] Finishing – Automated and manual dispensing systems used to apply liquid paints and coatings to consumer and industrial products. [removed: Key strategic markets include automotive components, agriculture, construction, metal shelving and drums. |]

[removed: | | • | Powder Coating – Automated and manual dispensing systems used to apply powder paints and coatings to a variety of metal, plastic and wood products.] Key strategic markets include agriculture and construction equipment, appliances, automotive components, home and office furniture, lawn and garden equipment, pipe coating, and wood and metal shelving. [removed: |]

[removed: Manufacturing and] [added: Manufacturing,] Raw Materials [added: and Other Resources]

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, [removed: Tennessee,] [added: Tennessee] and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, Israel, Mexico, the Netherlands, Thailand and the United Kingdom.

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, [removed: components,] [added: components] and sourced finished goods.

We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, [removed: service,] [added: service] and price.

[removed: Intellectual Property][added: Intellectual Property]

Risk factors associated with our intellectual property are discussed in [added: Part I,] Item 1A, [removed: Risk Factors.][added: "Risk Factors."]

As of October 31, [removed: 2019,] [added: 2020,] we held [removed: 598] [added: 564] United States patents and [removed: 1,449] [added: 1,362] foreign patents and had [removed: 160] [added: 142] United States patent applications pending and [removed: 778] [added: 787] foreign patent applications pending, but there is no assurance that any patent application will be issued.

Our patent portfolio as of October 31, [removed: 2019] [added: 2020] had expiration dates ranging from November [removed: 2019] [added: 2020] to August [removed: 2038.][added: 2039.]

The actual protection a patent provides, which can vary from country to country, depends upon the type of patent, the scope of its [removed: coverage,] [added: coverage] and the availability of legal remedies in each country.

We also own a number of trademarks in the United States and foreign countries, including registered trademarks for Nordson, Asymtek, Avalon, Dage, EFD, [added: March, Sonoscan,] Value [removed: Plastics and] [added: Plastics, Vention,] Xaloy and [added: YESTech and] various common law trademarks which are important to our [removed: business, inasmuch as they identify Nordson and our products to our customers.]

As of October 31, [removed: 2019,] [added: 2020,] we had a total of [removed: 987] [added: 1,056] trademark registrations in the United States and in various foreign countries.

Although in [added: the] aggregate our intellectual property is important to our operations, we do not believe that the loss of any one [removed: patent,] [added: patent or] trademark, or group of related patents or trademarks would have a material adverse effect on our results of operations or financial position of our overall business.

[removed: Seasonal] [added: Seasonal] Variation in [removed: Business][added: Business]

Working [removed: Capital] [added: Capital] Practices

COVID-19 Pandemic Update

In December 2019, a novel strain of coronavirus ("COVID-19") emerged and has since spread to other countries, including the United States.

In March 2020, the World Health Organization declared COVID-19 as a pandemic (the "COVID-19 pandemic").

The COVID-19 pandemic has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business interruptions and other measures.

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 benefited from our geographical and product diversification as the end markets we serve have remained resilient in response to the COVID-19 pandemic, and we continue to invest in the businesses, people, and strategies necessary to achieve our long-term priorities as we focus on driving profitable growth.

We have continued to operate during the COVID-19 pandemic in all our production 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.

Additionally, we are taking steps to offset cost increases from COVID-19 pandemic-related supply chain disruptions.

For more information on how we have modified our business practices during the COVID-19 pandemic, see “Human Capital Resources” below.

We continue to actively monitor the rapidly 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.

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, 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.

See Part I, Item 1A, “Risk Factors” in this report.

Segment Update

As described in Note 16, effective in the second quarter of 2020, we made changes to realign our management team and our operating segments.

This realignment will enable us to better serve global customers and markets, to more efficiently leverage technology synergies, to operate divisions of significant size in a consistent and focused way and to position ourselves for our next chapter of profitable growth.

The revised segments better reflect how we manage the Company, allocate resources, and assess performance of the businesses.

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

We realigned our former three operating segments into two: Industrial Precision Solutions (IPS) and Advanced Technology Solutions (ATS).

Existing product lines were unchanged as part of this new structure.

On May 8, 2020, we announced that Joseph P.

Kelley had been named Executive Vice President and Chief Financial Officer of the Company, effective July 6, 2020.

Mr. Kelley succeeded Gregory A.

Upon Mr. Kelley’s start date, Mr. Thaxton became Executive Vice President to the Company until he retired on August 28, 2020.

We focus on long-term growth and returns.

In 2020, we launched the next generation of the Nordson Business System – the NBS Next growth framework – to prioritize investments that will drive profitable growth and identify opportunities to simplify our cost structure.

Fundamental to this strategy is to select and invest in the best profitable growth opportunities.

This data-driven customer and product segmentation approach identifies where we create the greatest value for our customers.

Using data in a consistent and disciplined way, leaders across the Company work to define their strategic business priorities.

For more information, see "Human Capital Resources" below.

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

Industrial Precision Solutions

This segment combines our legacy Adhesive Dispensing Systems (ADS) and Industrial Coating Systems (ICS) businesses.

Industrial Precision Solutions enhances the technology synergies between ADS and ICS to deliver proprietary dispensing and processing technology to diverse end markets.

Product lines reduce material consumption, increase line efficiency and enhance product brand and appearance.

Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials.

- Nonwovens – Dispensing, coating and laminating systems for applying adhesives, lotions, liquids and fibers to disposable products and continuous roll goods.

- Packaging – Automated adhesive dispensing systems used in the rigid packaged goods industries.

Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods.

On June 14, 2019, we announced the appointment of Sundaram Nagarajan as our President and Chief Executive Officer, effective August 1, 2019.

Mr. Nagarajan succeeds Michael F.

On Mr. Nagarajan’s start date, Mr. Hilton became Senior Advisor to the Company and will remain as an Executive Officer and Senior Advisor, and as a member of our Board of Directors until he retires on December 31, 2019.

We create benefits for our customers through a Package of Values®, which includes carefully engineered, durable products; strong service support; the backing of a well-established, worldwide company with financial and technical strengths; and a corporate commitment to deliver what was promised.

We drive continuous improvement in all areas of the company through the Nordson Business System (NBS), our collected set of tools and best practices.

Rooted in Lean Six Sigma methodologies, the NBS is applied throughout all business units and corporate functions.

Closely tied to the NBS are a set of key performance indicators that help define and measure progress toward corporate goals.

The NBS is underpinned by our timeless corporate values of customer passion, energy, excellence, integrity and respect for people.

| | 1. | Adhesive Dispensing Systems |

| --- | --- | --- |

This segment delivers our proprietary precision dispensing and processing technology to diverse markets for applications that commonly reduce material consumption, increase line efficiency and enhance product strength, durability, brand and appearance.

| | 3. | Industrial Coating Systems |

This segment provides both standard and highly-customized equipment used primarily for applying coatings, paint, finishes, sealants and other materials, and for curing and drying of dispensed material.

Customers

Backlog

Our backlog of open orders was approximately $385,000 at October 31, 2019, compared to approximately $390,000 at October 31, 2018.

The amounts for both years were calculated based upon exchange rates in effect at October 31, 2019.

All orders in the 2019 year-end backlog are expected to be shipped to customers in 2020.

Government Contracts

Our business neither includes nor depends upon a significant amount of governmental contracts or subcontracts.

Therefore, no material part of our business is subject to renegotiation or termination at the option of the government.

Environmental Compliance

Employees

See Note 19, “Contingencies” in the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

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 litigation and environmental matters 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.

Class Action Litigation

On February 22, 2019, a former employee, Mr. Ortiz, filed a purported class action lawsuit in the San Diego County Superior Court, California, against Nordson Asymtek, Inc. and Nordson Corporation, alleging various violations of the California Labor Code.

Plaintiff seeks, among other things, an unspecified amount for unpaid wages, actual, consequential and incidental losses, penalties, and attorneys’ fees and costs.

Management believes, based on currently available information, that the ultimate outcome of the proceeding described above will not have a material adverse effect on the Company’s financial condition or results of operations.

Environmental

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 constructing a potable water delivery system serving the impacted area down gradient of the Site.

At October 31, 2019 and 2018, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $401 and $439, 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 different 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.

[added: UNITED STATES] SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[added: | ☒ | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF] THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934 | | |]

[removed: (Mark One)][added: (Mark One)]

| [removed: ☒] [added: ☐] | [removed: ANNUAL] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended October 31, [removed: 2019][added: 2020]

| [removed: ☐] [added: Securities registered pursuant to Section 12(b) of the Act:] | [removed: TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934] | [added: | | | | | | |]

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file number [removed: 0-7977][added: 0-7977]

[removed: NORDSON CORPORATION][added: NORDSON CORPORATION]

[removed: (Exact] [added: (Exact] name of Registrant as specified in its [removed: charter)][added: charter)]

[removed: | Ohio | | 34-0590250 |][added: Ohio]

[removed: | (State of incorporation) | | (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.) |][added: No.)]

[removed: | 28601] [added: 28601] Clemens Road Westlake, [removed: Ohio | | 44145 |][added: Ohio]

[removed: | (Address] [added: (Address] of principal executive [removed: offices) | | (Zip Code) |][added: offices)]

[removed: (440) 892-1580][added: (440) 892-1580]

[removed: (Registrant’s] [added: (Registrant’s] Telephone Number, including area [removed: code)][added: code)]

[removed: | Securities] [added: Securities] registered pursuant to Section [removed: 12(b)] [added: 12(g)] of the [removed: Act: | | |][added: Act:]

| [removed: Title] [added: Title] of Each [removed: class] [added: Class] | [removed: Trading Symbol(s)] | [removed: Name] [added: | Trading Symbol(s) | | | Name] of Each Exchange on which [removed: Registered] [added: Registered] | [added: | |]

| [removed: Common] [added: Common] Shares, without par [removed: value] [added: value] | [removed: NDSN] | [removed: Nasdaq] [added: | NDSN | | | Nasdaq] Stock Market [removed: LLC] [added: LLC] | [added: | |]

[removed: None][added: None]

Yes [removed: ☒] [added: x] No ☐

Yes ☐ No [removed: ☒][added: x]

| Large accelerated filer | [removed: ☒] | [added: | x | | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| Emerging growth company | [added: | |] ☐ | | | [added: | | | | | |]

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 30, [removed: 2019] [added: 2020] was approximately [removed: $8,347,622,072.][added: $8,999,983,246.]

There were [removed: 57,708,386] [added: 58,094,487] Common Shares outstanding as of November 30, [removed: 2019.][added: 2020.]

[removed: Documents incorporated by reference:] Portions of the Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting - Part III of the Form 10-K

[added: |] Table of Contents [added: | | | | | | | | |]

[removed: | [PART I](#PART_I) | | | 4 |][added: PART I]

| [removed: Item 1.] [added: [Item 1.](#ibc9b182fdd384ad3862872c12a18e216_13)] | | [removed: [Business](#ITEM_1_BUSINESS)] | [removed: 4] [added: [Business](#ibc9b182fdd384ad3862872c12a18e216_13)] | [added: | | [4](#ibc9b182fdd384ad3862872c12a18e216_13) | | |]

| | | [added: |] [General Description of [removed: Business](#GENERAL_DESCRIPTION_BUSINESS)] [added: Business](#ibc9b182fdd384ad3862872c12a18e216_16)] | [removed: 4] | [added: | [4](#ibc9b182fdd384ad3862872c12a18e216_16) | | |]

| | | [added: |] [Corporate Purpose and [removed: Goals](#CORPORATE_PURPOSE_GOALS)] [added: Goals](#ibc9b182fdd384ad3862872c12a18e216_19)] | [removed: 4] | [added: | [5](#ibc9b182fdd384ad3862872c12a18e216_19) | | |]

| | | [added: |] [Principal Products and [removed: Uses](#PRINCIPAL_PRODUCTS_USES)] [added: Uses](#ibc9b182fdd384ad3862872c12a18e216_22)] | [removed: 5] | [added: | [5](#ibc9b182fdd384ad3862872c12a18e216_22) | | |]

| | | [removed: [Manufacturing] [added: | [Manufacturing](#ibc9b182fdd384ad3862872c12a18e216_25)[,](#ibc9b182fdd384ad3862872c12a18e216_25) [Raw Materials](#ibc9b182fdd384ad3862872c12a18e216_25)] and [removed: Raw Materials](#MANUFACTURING_RAW_MATERIALS)] [added: Other Resources] | [removed: 6] | [added: | [7](#ibc9b182fdd384ad3862872c12a18e216_25) | | |]

| | | [added: |] [Intellectual [removed: Property](#INTELLECTUAL_PROPERTY)] [added: Property](#ibc9b182fdd384ad3862872c12a18e216_28)] | [removed: 7] | [added: | [7](#ibc9b182fdd384ad3862872c12a18e216_28) | | |]

| | | [added: |] [Seasonal Variation in [removed: Business](#SEASONAL_VARIATION_IN_BUSINESS)] [added: Business](#ibc9b182fdd384ad3862872c12a18e216_31)] | [removed: 7] | [added: | [8](#ibc9b182fdd384ad3862872c12a18e216_31) | | |]

| | | [added: |] [Working Capital [removed: Practices](#WORKING_CAPITAL_PRACTICES)] [added: Practices](#ibc9b182fdd384ad3862872c12a18e216_34)] | [removed: 8] | [added: | [8](#ibc9b182fdd384ad3862872c12a18e216_34) | | |]

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OR

| | | | | | |

| --- | --- | --- | --- | --- | --- |

(State of incorporation)

34-0590250

44145

(Zip Code)

| | | | | | | | | |

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Yes x No ☐

Yes x No ☐

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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.

Yes ☐ No x

Documents incorporated by reference:

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

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| | | | [Compliance with Government](#ibc9b182fdd384ad3862872c12a18e216_49)[al](#ibc9b182fdd384ad3862872c12a18e216_49) [Regulations](#ibc9b182fdd384ad3862872c12a18e216_49) | | | [8](#ibc9b182fdd384ad3862872c12a18e216_49) | | |

| | | | [Human Capital](#ibc9b182fdd384ad3862872c12a18e216_52) Resources | | | [9](#ibc9b182fdd384ad3862872c12a18e216_52) | | |

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[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

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| Table of Contents | | | | | | | | |

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| [PART IV](#ibc9b182fdd384ad3862872c12a18e216_271) | | | | | | [78](#ibc9b182fdd384ad3862872c12a18e216_271) | | |

| | | | [(a) 3. Exhibits](#ibc9b182fdd384ad3862872c12a18e216_283) | | | [78](#ibc9b182fdd384ad3862872c12a18e216_283) | | |

| | | | [Signatures](#ibc9b182fdd384ad3862872c12a18e216_292) | | | [82](#ibc9b182fdd384ad3862872c12a18e216_292) | | |

UNITED STATES

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF

| --- | --- |

OR

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| --- | --- | --- |

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

| --- | --- | --- | --- |

| | | [Customers](#CUSTOMERS) | 8 |

| | | [Backlog](#BACKLOG) | 8 |

| | | [Government Contracts](#GOVERNMENT_CONTRACTS) | 8 |

| | | [Environmental Compliance](#ENVIRONMENTAL_COMPLIANCE) | 8 |

| | | [Employees](#EMPLOYEES) | 9 |

| | | | |

| | | [(a) 3. Exhibits](#a_3_Exhibits) | 73 |

| | | [Signatures](#Signatures) | 78 |

| | | Subsidiaries of the Registrant | |

| | | Consent of Independent Registered Public Accounting Firm | |

| | | Certifications | |

PART I

Nordson Corporation [removed: 15][added: 18]

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

Our principal owned and leased properties (defined as greater than 20,000 square feet or related to a principal operation) as of October 31, [removed: 2019 are] [added: 2020 were] as follows:

| [removed: Location] [added: Location] | | [removed: Description] [added: | | | | Description] of [removed: Property] [added: Property] | | [removed: Approximate] [added: | | | | Approximate] Square [removed: Feet] [added: Feet] | [added: | |]

| Amherst, Ohio [removed: 2, 3] [added: 1, 2] | | [added: | | | |] A manufacturing, laboratory and office complex | | [added: | | | |] 521,000 | [added: | |]

| Austintown, Ohio 1 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 207,000 | [added: | |]

| Carlsbad, California 2 | | [added: | | | |] Three manufacturing and office buildings (leased) | | [added: | | | |] 181,000 | [added: | |]

| Duluth, Georgia 1 | | [added: | | | |] A manufacturing, laboratory and office building | | [added: | | | |] 176,000 | [added: | |]

| Norwich, Connecticut 2 | | [added: | | | |] A manufacturing, laboratory and office building | | [added: | | | |] 159,000 | [added: | |]

| Chippewa Falls, Wisconsin 1 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [removed: 145,000] | [added: | | | 295,000 | | |]

| Swainsboro, Georgia 1 | | [added: | | | |] A manufacturing building (leased) | | [added: | | | |] 136,000 | [added: | |]

| East Providence, Rhode Island 2 | | [added: | | | |] A manufacturing, warehouse and office building | | [added: | | | |] 116,000 | [added: | |]

| Loveland, Colorado 2 | | [added: | | | |] A manufacturing, warehouse and office building | | [added: | | | |] 115,000 | [added: | |]

| Robbinsville, New Jersey 2 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 88,000 | [added: | |]

| Salem, New Hampshire 2 | | [added: | | | |] Two manufacturing, warehouse and office buildings (leased) | | [added: | | | |] 83,000 | [added: | |]

| Minneapolis, Minnesota 2 | | [added: | | | |] Two office, laboratory and warehouse buildings (leased) | | [added: | | | |] 69,000 | [added: | |]

| Wixom, Michigan [removed: 3] [added: 1] | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 64,000 | [added: | |]

| Vista, California 2 | | [added: | | | |] A manufacturing building (leased) | | [added: | | | |] 41,000 | [added: | |]

| Hickory, North Carolina 1 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 41,000 | [added: | |]

| Marlborough, Massachusetts 2 | | [added: | | | |] An office, laboratory and warehouse building (leased) | | [added: | | | |] 30,000 | [added: | |]

| Westlake, Ohio | | [added: | | | |] Corporate headquarters | | [added: | | | |] 28,000 | [added: | |]

| [removed: Spokane,] [added: Liberty Lake,] Washington 2 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 27,000 | [added: | |]

| Chattanooga, Tennessee 2 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 25,000 | [added: | |]

| Sunnyvale, California 2 | | [added: | | | |] Two office, laboratory and warehouse buildings (leased) | | [added: | | | |] 24,000 | [added: | |]

| Huntington Beach, California 2 | | [added: | | | |] An office, laboratory and warehouse building (leased) | | [added: | | | |] 21,000 | [added: | |]

| Münster, Germany 1 | | [added: | | | |] Two manufacturing, warehouse and office buildings (leased) | | [removed: 488,000] | [added: | | | 598,000 | | |]

| Shanghai, China 1, [removed: 2, 3] [added: 2] | | [added: | | | |] Three manufacturing, warehouse, laboratory and office buildings | | [added: | | | |] 178,000 | [added: | |]

| Lüneburg, Germany 1 | | [added: | | | |] A manufacturing and laboratory building | | [added: | | | |] 129,000 | [added: | |]

| Guaymas, Mexico 2 | | [added: | | | |] Three manufacturing, warehouse and office buildings (leased) | | [added: | | | |] 89,000 | [added: | |]

| Tokyo, Japan 1, [removed: 2, 3] [added: 2] | | [added: | | | |] Four office, laboratory and warehouse buildings (leased) | | [added: | | | |] 75,700 | [added: | |]

| Bangalore, India 1, [removed: 2, 3] [added: 2] | | [added: | | | |] A manufacturing, warehouse and office building | | [added: | | | |] 56,000 | [added: | |]

| Maastricht, Netherlands 1, [removed: 2, 3] [added: 2] | | [added: | | | |] A manufacturing, warehouse and office building | | [added: | | | |] 54,000 | [added: | |]

| Chonburi, Thailand 1 | | [added: | | | |] A manufacturing, warehouse and office building | | [added: | | | |] 52,000 | [added: | |]

| Erkrath, Germany 1, [removed: 2, 3] [added: 2] | | [added: | | | |] An office, laboratory and warehouse building (leased) | | [added: | | | |] 50,000 | [added: | |]

| Boyle, Ireland 2 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 47,000 | [added: | |]

| Deurne, Netherlands 2 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 46,000 | [added: | |]

| [removed: Munich, Germany 2] [added: Singapore 1] | | [removed: An office, laboratory and] [added: | | | | Two] warehouse [added: and office] buildings (leased) | | [removed: 43,000] | [added: | | | 22,000 | | |]

| Suzhou, China 2 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 42,000 | [added: | |]

| Aylesbury, U.K. 1, 2 | | [added: | | | |] A manufacturing, warehouse and office building (leased) | | [added: | | | |] 36,000 | [added: | |]

| Galway, Ireland 2 | | [added: | | | |] An office, laboratory and warehouse building (leased) | | [added: | | | |] 36,000 | [added: | |]

| Seongnam-City, South Korea 1, [removed: 2, 3] [added: 2] | | [added: | | | |] An office, laboratory and warehouse building (leased) | | [added: | | | |] 35,000 | [added: | |]

| Shanghai, China [removed: 1,2, 3] [added: 1, 2] | | [added: | | | |] Three manufacturing, warehouse and office buildings (leased) | | [added: | | | |] 33,000 | [added: | |]

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[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

1 - Industrial Precision Solutions

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1 - Adhesive Dispensing Systems

3 - Industrial Coating Systems

[removed: Information] [added: Information] About Our Executive [removed: Officers][added: Officers]

Our executive officers as of October 31, [removed: 2019,] [added: 2020,] were as follows:

| [removed: Name] [added: Name] | | [removed: Age] | | [removed: Officer Since] | | [removed: Position] [added: Age | | | | | | Officer Since | | | | | | Position] or Office with The Company and Business Experience During the Past Five (5) Year [removed: Period] [added: Period] | [added: | |]

| Sundaram Nagarajan | | [removed: 57] | | [added: | | 58 | | | | | |] 2019 | | [added: | | | |] President and Chief Executive Officer, 2019 | [added: | |]

| [removed: Gregory A. Thaxton] [added: Joseph P. Kelley] | | [removed: 58] | | [removed: 2007] | | [added: 48 | | | | | | 2020 | | | | | |] Executive Vice President, Chief Financial Officer, [removed: 2012] [added: 2020] | [added: | |]

| Gina A. Beredo | | [removed: 45] | | [added: | | 46 | | | | | |] 2018 | | [added: | | | |] Executive Vice President, General Counsel and Secretary, 2018 | [added: | |]

| James E. DeVries | | [removed: 60] | | [added: | | 61 | | | | | |] 2012 | | [added: | | | |] Executive Vice President, 2012 | [added: | |]

| John J. Keane | | [removed: 58] | | [added: | | 59 | | | | | |] 2003 | | [added: | | | |] Executive Vice President, 2005 | [added: | |]

| Stephen P. Lovass | | [removed: 50] | | [added: | | 51 | | | | | |] 2017 | | [added: | | | |] Executive Vice President, 2017 | [added: | |]

| Gregory P. Merk | | [removed: 48] | | [added: | | 49 | | | | | |] 2006 | | [added: | | | |] Executive Vice President, 2013 | [added: | |]

| Shelly M. Peet | | [removed: 54] | | [added: | | 55 | | | | | |] 2007 | | [added: | | | |] Executive Vice President, 2009 | [added: | |]

| Jeffrey A. Pembroke | | [removed: 52] | | [added: | | 53 | | | | | |] 2015 | | [added: | | | |] Executive Vice President, 2015 | [added: | |]

| Joseph Stockunas | | [removed: 59] | | [added: | | 60 | | | | | |] 2015 | | [added: | | | |] Executive Vice President, 2015 | [added: | |]

Nordson Corporation [removed: 17][added: 20]

[removed: On June 14,] [added: Effective August 1,] 2019, [removed: we announced the appointment of Sundaram] [added: Mr.] Nagarajan [removed: as] [added: was appointed] President and Chief Executive Officer and as a member of the Board of Directors of the [removed: Company, effective August 1, 2019.][added: Company.]

Prior to joining the Company, Mr. Lovass served as President for one of the global sensors and controls businesses for Danaher [removed: Corporation, a publicly-traded,] [added: Corporation (NYSE: DHR), an] international Fortune 200, diversified science and technology [removed: company] [added: company,] from 2012 to 2016.

Prior to joining Danaher, Mr. Lovass served as a Senior Vice President and Corporate Officer for Gerber [removed: Scientific.][added: Scientific, Inc., an automated systems manufacturer for sign-making, specialty graphics and packaging.]

Nordson Corporation [removed: 18][added: 21]

[removed: PART II][added: PART II]

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

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Effective July 6, 2020, Joseph P.

Kelley was appointed as Executive Vice President, Chief Financial Officer of the Company.

Mr. Kelley succeeded Gregory A.

Thaxton, who stepped down from his role as Chief Financial Officer of the Company effective July 6, 2020 and was employed as an Executive Vice President of the Company until his retirement on August 28, 2020.

Mr. Kelley 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.

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

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Michael Hilton (age 65) ceased as President and Chief Executive Officer effective August 1, 2019 and has since been employed as Senior Advisor to the Company.

Mr. Hilton will continue to serve as an Executive Officer and Senior Advisor, and as a member of the Company’s Board of Directors until his retirement effective December 31, 2019.

[removed: Market] [added: Market] Information and [removed: Dividends][added: Dividends]

As of November 30, [removed: 2019,] [added: 2020,] there were [removed: 1,366] [added: 1,303] record shareholders.

[removed: Performance Graph][added: Performance Graph]

The following is a graph that compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, [removed: 2009] [added: 2010] 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 Proxy Peer Group, which includes: AIN, AME, B, DCI, ENTG, EPAC, [removed: ESL,] FLIR, GDI, GGG, GTLS, IEX, ITT, KEYS, LECO, NATI, ROP, TER, WTS, and WWD.

[removed: ][added: ]

| [removed: Company/Market/Peer Group] [added: Company/Market/Peer Group] | | [removed: 2009] | [added: 2010] | | [removed: 2010] | [added: 2011] | | [removed: 2011] | [added: 2012] | | [removed: 2012] | [added: 2013] | | [removed: 2013] | [added: 2014] | | [removed: 2014] | [added: 2015] | | [removed: 2015] | [added: 2016] | | [removed: 2016] | [added: 2017] | | [removed: 2017] | [added: 2018] | | [removed: 2018] | [added: 2019] | | [removed: 2019] | [added: 2020] | [added: | |]

[removed: | (b) | Use] [added: (b)Use] of Proceeds. [removed: Not applicable. |]

[removed: | (c) | Issuer] [added: (c)Issuer] Purchases of Equity Securities [removed: |]

Nordson Corporation [removed: 19][added: 22]

| [added: Total] | | | [added: 4] | | | | | | | [removed: Total Number of] | | | | | [added: 3] | | [added: | | | | | | |]

| | | [removed: Total] [added: | Total] Number [added: of Shares Repurchased] | | | | [removed: Average] | | [added: Average Price Paid per Share] | | [removed: as] [added: | | | | Total Number of Shares Repurchased as] Part of [removed: Publicly] [added: Publicly Announced Plans or Programs (2)] | | | | [removed: Shares] [added: | | Maximum Value of Shares] That May [removed: Yet] [added: Yet Be Purchased Under the Plans or Programs (2)] | | |

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| Nordson Corporation | | | $ | 100.00 | | $ | 121.14 | | $ | 157.44 | | $ | 194.09 | | $ | 208.21 | | $ | 196.14 | | $ | 279.33 | | $ | 356.75 | | $ | 348.63 | | $ | 450.67 | | $ | 560.87 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 108.09 | | $ | 124.52 | | $ | 158.36 | | $ | 185.71 | | $ | 195.37 | | $ | 204.17 | | $ | 252.43 | | $ | 270.97 | | $ | 309.79 | | $ | 339.87 | |

| S&P MidCap 400 | | | $ | 100.00 | | $ | 108.55 | | $ | 121.69 | | $ | 162.44 | | $ | 181.37 | | $ | 187.58 | | $ | 199.31 | | $ | 246.11 | | $ | 248.62 | | $ | 271.03 | | $ | 267.92 | |

| S&P 500 Ind. Machinery | | | $ | 100.00 | | $ | 103.46 | | $ | 123.82 | | $ | 176.80 | | $ | 199.37 | | $ | 199.07 | | $ | 227.30 | | $ | 313.37 | | $ | 289.14 | | $ | 352.62 | | $ | 386.78 | |

| S&P MidCap 400 Ind. Machinery | | | $ | 100.00 | | $ | 113.73 | | $ | 124.21 | | $ | 172.45 | | $ | 182.74 | | $ | 152.97 | | $ | 179.53 | | $ | 257.49 | | $ | 252.07 | | $ | 299.53 | | $ | 320.07 | |

| Peer Group | | | $ | 100.00 | | $ | 113.30 | | $ | 128.23 | | $ | 177.35 | | $ | 193.38 | | $ | 188.81 | | $ | 193.62 | | $ | 292.26 | | $ | 299.10 | | $ | 383.02 | | $ | 414.51 | |

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

Not applicable.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| August 1, 2020 to August 31, 2020 | | | 1 | | | (1) | | | $ | 187.96 | | | | | — | | | | | | $ | 447,703 | |

| September 1, 2020 to September 30, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 447,703 | |

| October 1, 2020 to October 31, 2020 | | | 3 | | | | | | $ | 198.39 | | | | | 3 | | | | | | $ | 447,104 | |

(1) Includes shares tendered for taxes related to 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.

Under the current authorization, the Company may repurchase shares on an annual basis sufficient to offset dilution of the compensation plans.

Approximately $447,104 of the total $1,000,000 authorized remained available for share repurchases at October 31, 2020.

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 is being funded using cash from operations and proceeds from borrowings under our credit facilities.

Nordson Corporation 23

[Table of](#ibc9b182fdd384ad3862872c12a18e216_7) [Co](#ibc9b182fdd384ad3862872c12a18e216_7)[ntents](#ibc9b182fdd384ad3862872c12a18e216_7)

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Nordson Corporation | $ | 100.00 | | $ | 151.62 | | $ | 183.67 | | $ | 238.70 | | $ | 294.28 | | $ | 315.68 | | $ | 297.38 | | $ | 423.52 | | $ | 540.90 | | $ | 528.58 | | $ | 683.29 | |

| S&P 500 Index | $ | 100.00 | | $ | 116.52 | | $ | 125.94 | | $ | 145.09 | | $ | 184.52 | | $ | 216.38 | | $ | 227.64 | | $ | 237.90 | | $ | 294.12 | | $ | 315.73 | | $ | 360.96 | |

| S&P MidCap 400 | $ | 100.00 | | $ | 127.64 | | $ | 138.55 | | $ | 155.32 | | $ | 207.33 | | $ | 231.49 | | $ | 239.42 | | $ | 254.39 | | $ | 314.12 | | $ | 317.33 | | $ | 345.94 | |

| S&P 500 Ind. Machinery | $ | 100.00 | | $ | 127.95 | | $ | 132.38 | | $ | 158.43 | | $ | 226.22 | | $ | 255.10 | | $ | 254.71 | | $ | 290.84 | | $ | 400.96 | | $ | 369.97 | | $ | 451.20 | |

| S&P MidCap 400 Ind. Machinery | $ | 100.00 | | $ | 129.97 | | $ | 147.82 | | $ | 161.44 | | $ | 224.14 | | $ | 237.52 | | $ | 198.82 | | $ | 233.34 | | $ | 334.67 | | $ | 327.62 | | $ | 389.31 | |

| Peer Group | $ | 100.00 | | $ | 123.63 | | $ | 139.16 | | $ | 157.09 | | $ | 217.28 | | $ | 239.51 | | $ | 230.50 | | $ | 235.93 | | $ | 354.82 | | $ | 364.75 | | $ | 464.87 | |

| --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | Shares Repurchased | | | | Maximum Value of | | |

| | | of Shares | | | | Price Paid | | | | Announced Plans | | | | Be Purchased Under | | |

| | | Repurchased | | | | per Share | | | | or Programs(1) | | | | the Plans or Programs(1) | | |

| August 1, 2019 to August 31, 2019 | | | — | | | $ | — | | | | — | | | $ | 487,628 | |

| September 1, 2019 to September 30, 2019 | | | — | | | $ | — | | | | — | | | $ | 487,628 | |

| October 1, 2019 to October 31, 2019 | | | 17 | | | $ | 138.38 | | | | 17 | | | $ | 485,242 | |

| Total | | | 17 | | | | | | | | 17 | | | | | |

| | (1) | 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. Approximately $485,242 of the total $1,000,000 authorized remained available for share repurchases at October 31, 2019. 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 is being funded using cash from operations and proceeds from borrowings under our credit facilities. |

| --- | --- | --- |

| [added: Operating Data (a) (e)] | | [removed: 2019] | [added: 2020] | | | [removed: 2018] | | | [added: 2019] | [removed: 2017] | | | | [removed: 2016] | [added: 2018] | | | [removed: 2015] | | | [added: 2017 | | | | | | 2016 | | |]

| [removed: (In] [added: *(In] thousands except for per-share [removed: amounts)] [added: amounts)*] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Sales | | [added: | $ | 2,121,100 | | | | |] $ | 2,194,226 | | | [added: | |] $ | 2,254,668 | | | [removed: $] | [removed: 2,066,982] | [added: $] | [added: 2,066,982] | [removed: $] | [removed: 1,808,994] | | | $ | [removed: 1,688,666] [added: 1,808,994] | |

| Cost of sales | | | [added: 990,632 | | | | | |] 1,002,123 | | | | [added: | |] 1,018,340 | | | | [removed: 927,692] | | [added: 927,692] | | [removed: 813,792] | | | | [removed: 772,225] [added: 813,792] | | [added: |]

| % of sales | | | [removed: 46] [added: 47] | | | | [removed: 45] | | [added: 46] | | [added: | | | |] 45 | | | | [added: | |] 45 | | | | [removed: 46] | | [added: 45 | | |]

| Selling and administrative expenses | | | [added: 693,552 | | | | | |] 708,990 | | | | [added: | |] 733,749 | | | | [removed: 672,888] | | [added: 672,888] | | [removed: 597,076] | | | | [removed: 582,848] [added: 597,076] | | [added: |]

| % of sales | | | [removed: 32] [added: 33] | | | | [removed: 33] | | [added: 32] | | [added: | | | |] 33 | | | | [added: | |] 33 | | | | [removed: 35] | | [added: 33 | | |]

| Operating profit | | | [added: 349,545 | | | | | |] 483,113 | | | | [added: | |] 502,579 | | | | [removed: 466,402] | | [added: 466,402] | | [removed: 398,126] | | | | [removed: 333,593] [added: 398,126] | | [added: |]

| % of sales | | | [removed: 22] [added: 4] | | | | [removed: 22] | | [added: —] | | [removed: 23] | | | | [removed: 22] [added: —] | | | | [removed: 20] | | [added: — | | | | | | — | | |]

| Net income | | | [added: 249,539 | | | | | |] 337,091 | | | | [added: | |] 377,375 | | | | [removed: 295,802] | | [added: 295,802] | | [removed: 271,843] | | | | [removed: 211,111] [added: 271,843] | | [added: |]

| % of sales | | | [removed: 15] [added: 16] | | | | [removed: 17] | | [added: 22] | | [removed: 14] | | | | [removed: 15] [added: 22] | | | | [removed: 13] | | [added: 23 | | | | | | 22 | | |]

| [removed: Financial Data (a) (f)] [added: Financial Data (a) (f)] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| [removed: Working capital] [added: Net current assets (g)] | | [added: | $ | 657,523 | | | | |] $ | 533,569 | | | [added: | |] $ | 533,822 | | | [removed: $] | [removed: 240,626] | [added: $] | [added: 240,626] | [removed: $] | [removed: 414,032] | | | $ | [removed: 420,815] [added: 414,032] | |

| Net property, plant and equipment and other non-current assets | | | [added: 2,654,044 | | | | | |] 2,505,252 | | | | [added: | |] 2,536,910 | | | | [removed: 2,526,167] | | [added: 2,526,167] | | [removed: 1,675,008] | | | | [removed: 1,646,723] [added: 1,675,008] | | [added: |]

| Total capital (b) | | | [added: 2,656,693 | | | | | |] 2,674,023 | | | | [added: | |] 2,669,154 | | | | [removed: 2,648,094] | | [added: 2,648,094] | | [removed: 1,767,369] | | | | [removed: 1,724,211] [added: 1,767,369] | | [added: |]

| Total assets | | | [added: 3,674,656 | | | | | |] 3,516,447 | | | | [added: | |] 3,421,012 | | | | [removed: 3,414,539] | | [added: 3,414,539] | | [removed: 2,420,583] | | | | [removed: 2,358,314] [added: 2,420,583] | | [added: |]

| Long-term liabilities | | | [added: 1,552,576 | | | | | |] 1,457,776 | | | | [added: | |] 1,619,991 | | | | [removed: 1,611,300] | | [added: 1,611,300] | | [removed: 1,237,437] | | | | [removed: 1,407,522] [added: 1,237,437] | | [added: |]

| Shareholders’ equity | | | [added: 1,758,991 | | | | | |] 1,581,045 | | | | [added: | |] 1,450,741 | | | | [removed: 1,155,493] | | [added: 1,155,493] | | [removed: 851,603] | | | | [removed: 660,016] [added: 851,603] | | [added: |]

| Return on average total capital — % (c) | | | [added: 10 | | | | | |] 14 | | | | [added: | |] 15 | | | | [removed: 14] | | [added: 14] | | [removed: 16] | | | | [removed: 13] [added: 16] | | [added: |]