Nordson (NDSN) 10-K risk factor changes: FY2021 vs FY2020

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

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

[removed: The COVID-19 pandemic has resulted in governments] [added: Governments] around the world [removed: implementing increasingly stringent] [added: have implemented various] measures [added: during this pandemic] 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 [removed: enacted] [added: utilized] fiscal and monetary stimulus measures to [added: attempt to] counteract the impacts of the COVID-19 pandemic.

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, [added: variations of COVID-19,] 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.

In [removed: 2020,] [added: 2021,] approximately [removed: 36] [added: 33] percent of our revenue was generated in the United States, while approximately [removed: 64] [added: 67] percent was generated outside the United States.

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

We cannot predict the strength or duration of [removed: the current] [added: any] economic slowdown and instability or the timing of any recovery.

A significant portion of our consolidated revenues in [removed: 2020] [added: 2021] were generated in currencies other than the United States dollar, which is our reporting currency.

[removed: As a result, currency fluctuations between the United States dollar and the currencies in which we do business] have caused and will continue to cause foreign currency transaction and translation gains and losses, which historically have been material and could continue to be material.

For example, uncertainty surrounding the impact of the COVID-19 pandemic and the effects of [removed: Brexit] [added: the departure of the United Kingdom from the European Union ("Brexit")] have caused increased volatility in global currency exchange rates that have resulted in the strengthening of the United States dollar against the foreign currencies in which we conduct business.

[added: Currency devaluations diminish the United States dollar value] of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.

- risks of political or economic [removed: instability, such as Brexit;][added: instability;]

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

[added: 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.

[removed: It is therefore possible that in the future we may suffer a] criminal attack, unauthorized parties may gain access to personal information in our possession and we may not be able to identify any such incident in a timely manner.

The interpretation and application of data protection laws, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personally identifiable data in the U.S., Europe and elsewhere (including but not limited to the European Union’s [removed: General Data Protection Regulation,] [added: GDPR,] the Brazilian General Data Protection Law and the [removed: California Consumer Privacy Act of 2018),] [added: CCPA,] are uncertain and evolving.

Our success will continue to depend to a significant extent on the continued service of our executive management team and the ability to recruit, hire and retain other key management [removed: personnel] [added: personnel, including factory production workers and other staff,] to support our growth and operational initiatives and replace [removed: executives] [added: those] who retire or resign.

Failure to retain our leadership team and [added: workforce and to] attract and retain other important management and technical personnel could place a constraint on our global growth and [added: operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.]

If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge, if market conditions for acquired businesses decline, if significant and prolonged negative industry or economic trends exist, if our stock price and market capitalization declines, or if future cash flow estimates decline, we could incur, under current applicable [removed: accounting rules, a non-cash charge to operating earnings for goodwill impairment.]

The level of returns on pension plan [removed: assets and] [added: assets,] changes in the actuarial assumptions [removed: used] [added: used, and management of pension liabilities] could adversely affect us.

[added: Changes in] assumptions, laws or [removed: regulations] [added: regulations, and how the Company manages pension liabilities] could lead to variability in [removed: operating] [added: financial] results and could have a material adverse impact on liquidity.

At October 31, [removed: 2020,] [added: 2021,] we had [removed: $1,105,995] [added: $815,897] of total debt and notes payable outstanding, of which [removed: 51] [added: 38] 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 2020 would have resulted in approximately [removed: $6,535] [added: $3,982] 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 [removed: the end of] [added: June] 2023.

The uncertainty regarding the [removed: future of LIBOR, as well as the] transition from LIBOR to another benchmark rate or rates could have adverse impacts on our [removed: outstanding] [added: available] debt [removed: and notes payable] that currently [removed: use] [added: uses] LIBOR as a benchmark rate, and ultimately, adversely affect our financial condition and results of operations.

While we have taken precautions to prevent production and service interruptions at our global facilities, severe weather [removed: conditions] [added: conditions, including any that may be caused by global climate change,] such as hurricanes or tornadoes, as well as major earthquakes, wildfires and other natural disasters, as well as cyberterrorism, in areas in which we have manufacturing facilities or from which we obtain products may cause physical damage to our properties, closure of one or more of our manufacturing or distribution facilities, lack of an adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities, and delays in the delivery of products to our customers.

Additional risks factors may exist that are not presently known by the Company or that are currently deemed immaterial may also be present.

Nordson Corporation 10

As a result, currency fluctuations between the United States dollar and the currencies in which we do business

A disruption in, shortage of, or price increases for, supply of our components and raw materials may adversely impact our operations.

While we manufacture certain parts and components used in our products, we require substantial amounts of raw materials and purchase some parts and components from suppliers.

The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers' allocation to other purchasers, interruptions in production by suppliers, changes in exchange rates and prevailing price levels, including as a result of inflation.

While we generally attempt to pass along higher raw material, part and component costs to our customers in the form of price increases, there historically has been a delay between an increase in our raw material costs and our ability to increase the prices of our products.

Additionally, we may not be able to increase the prices of our products due to competitive pricing pressure and other factors.

Shortages in raw materials or our inability to pass along price increases could affect the prices we charge, our operating costs and our competitive position, which could adversely affect our business, financial condition, results of operations and cash flows.

In addition, our facilities, supply chains, distribution systems, and products may be impacted by natural or man-made disruptions, including armed conflict, demand surges, damaging weather or other acts of nature, pandemics or other public health crises.

A shutdown of, or inability to utilize, one or more of our facilities, our supply chain, or our distribution system could significantly disrupt our operations, delay production and shipments, impact our relationships and reputation with customers, suppliers, employees and others, result in lost sales, or result in legal exposure and large remediation or other expenses, which could adversely affect our business, financial condition, results of operations and cash flows.

The COVID-19 pandemic has created labor force disruptions impacting factory production and other operations.

It is therefore possible that in the future we may suffer a

accounting rules, a non-cash charge to operating earnings for goodwill impairment.

Our global operations are subject to increasingly complex environmental regulatory requirements.

We are subject to increasingly complex environmental regulations affecting international manufacturers, including those related to air and water emissions, waste management and climate change.

Some environmental laws impose strict, retroactive and joint and several liability for the remediation of the release of hazardous substances, even for conduct that was lawful at the time it occurred, or for the conduct of or conditions caused by prior operators, predecessors or third parties.

Failure to comply with environmental laws could expose us to penalties or clean-up costs, civil or criminal liability and sanctions on certain of our activities, as well as damage to property or natural resources.

These liabilities, sanctions, damages and remediation efforts related to any non-compliance with such laws and regulations could negatively impact our ability to conduct our operations and our financial condition and results of operations.

In addition, there can be no assurances that we will not be adversely affected by costs, liabilities or claims with respect to existing or subsequently acquired operations or under present laws and regulations or those that may be adopted or imposed in the future.

Changes in environmental laws or regulations could result in higher expenses and payments, and uncertainty relating to environmental laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.

Changes in environmental and climate change laws or regulations, including laws relating to greenhouse gas emissions, could subject us to additional costs and restrictions, including increased energy and raw material costs.

If environmental laws or regulations are either changed or adopted and impose significant operational restrictions and compliance requirements upon us or our products, they could negatively impact our business, capital expenditures, results of operations, financial condition and competitive position.

It is our policy to apply strict standards for environmental protection to all of our operations inside and outside of the United States, even when we are not subject to local government regulations.

We may incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, liabilities resulting from third-party property damage or personal injury claims, or our products could be prohibited from entering certain jurisdictions, if we were to violate or become liable under environmental laws, if our products become non-compliant with environmental laws or if we were to undertake environmental protection actions voluntarily.

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

Currency devaluations diminish the United States dollar value

In 2020, approximately 64 percent of our total sales were generated outside the United States.

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

During 2019, we experienced a leadership change with the appointment of a new President and Chief Executive Officer and, in 2020, we appointed a new Chief Financial Officer.

operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.

Changes in

Revenue [removed: recognition –] [added: 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.

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.

We test goodwill in accordance with Accounting Standards Codification [removed: (ASC)] [added: ("ASC")] 350.

We did not record any goodwill impairment charges in [removed: 2020.][added: 2021.]

We use an independent valuation specialist to assist with refining our assumptions and methods used to determine fair [removed: values using these methods.][added: values.]

Terminal value calculations employ a published formula known as the Gordon Growth Model Method that essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted Average Cost of Capital [removed: (WACC)] [added: ("WACC")] methodology and growth rate.

For [removed: 2020,] [added: 2021,] the [removed: discount] [added: WACC] rates used ranged from [removed: 7.0] [added: 7.5] percent to [removed: 8.8] [added: 10.0] percent depending upon the reporting unit's size, end market volatility, and projection risk.

In [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] the results of our annual impairment tests indicated no impairment.

The [removed: excess of] fair value [removed: (FV) over carrying value (CV)] [added: ("FV")] was compared to the carrying value [added: ("CV")] for each reporting unit.

Based on the results shown in the table below and based on our measurement date of August 1, [removed: 2020,] [added: 2021,] our conclusion is that no goodwill was impaired in [removed: 2020.][added: 2021.]

| Industrial Precision Solutions Segment - Adhesives | | | [removed: 7.0%] [added: 7.5%] | | | | | | [removed: 648%] [added: 865%] | | | | | | $ | [removed: 393,491] [added: 393,900] | |

| Industrial Precision Solutions Segment - Industrial Coating Systems | | | [removed: 8.8%] [added: 10.0%] | | | | | | [removed: 584%] [added: 982%] | | | | | | $ | 24,058 | |

| Advanced Technology Solutions Segment - Electronics Systems | | | [removed: 7.8%] [added: 8.0%] | | | | | | [removed: 343%] [added: 404%] | | | | | | $ | [removed: 27,962] [added: 28,014] | |

| Advanced Technology Solutions Segment - Fluid Management | | | [removed: 7.8%] [added: 8.0%] | | | | | | [removed: 145%] [added: 215%] | | | | | | $ | [removed: 1,176,613] [added: 1,177,303] | |

| Advanced Technology Solutions Segment - Test & Inspection | | | [removed: 8.5%] [added: 10.0%] | | | | | | [removed: 218%] [added: 287%] | | | | | | $ | [removed: 79,790] [added: 95,290] | |

Pension [removed: plans and postretirement medical plans] [added: plan in the United States] \- The measurement of [added: the] liabilities related to our [added: domestic] pension [removed: plans and postretirement medical plans] [added: plan] is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions, and health care cost trend rates.

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was [removed: 2.85] [added: 3.02] percent at October 31, [removed: 2020] [added: 2021] and [removed: 3.25] [added: 2.85] percent at October 31, [removed: 2019.][added: 2020.]

The [removed: weighted-average discount] [added: assumed] rate [added: of compensation increases] used to determine the present value of our [removed: various international] [added: domestic] pension plan obligations was [removed: 1.01] [added: 4.00] percent at [added: both] October 31, [removed: 2020, compared to 1.26 percent at] [added: 2021 and] October 31, [removed: 2019.][added: 2020.]

The discount [removed: rates] [added: rate] used [removed: for all plans were] [added: was] determined by using quality fixed income investments with a duration period approximately equal to the period over which pension obligations are expected to be settled.

The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 5.75 percent in [removed: 2020] [added: both 2021] and [removed: 6.00 percent in 2019.][added: 2020.]

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

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

| Effect on total net periodic pension cost in [removed: 2020] [added: 2021] | | | $ | [removed: (7,315)] [added: (7,223)] | | | | | $ | [removed: 9,402] [added: 9,334] | | | | | [removed: $] | [removed: (1,591)] | | | | | [removed: $] | [removed: 1,723] | |

| Effect on total net periodic pension cost in [removed: 2020] [added: 2021] | | | $ | [removed: (4,289)] [added: (4,468)] | | | | | $ | [removed: 4,289] [added: 4,467] | | | | | [removed: $] | [removed: (398)] | | | | | [removed: $] | [removed: 398] | |

| Effect on total net periodic pension cost in [removed: 2020] [added: 2021] | | | $ | [removed: 6,433] [added: 6,663] | | | | | $ | [removed: (5,628)] [added: (5,794)] | | | | | [removed: $] | [removed: 538] | | | | | [removed: $] | [removed: (507)] | |

[removed: 2020] [added: 2021] compared to [removed: 2019][added: 2020]

[removed: Refer] [added: (1)Refer] to Note [removed: 3] [added: 10] to the Consolidated Financial Statements for further discussion.

As used throughout this [removed: Form 10-K,] [added: annual report,] geographic regions include the Americas (Canada, Mexico and Central and South America), Asia Pacific (excluding Japan), Europe, Japan, and the United States.

Worldwide sales for [removed: 2020] [added: 2021] were [removed: $2,121,100, a decrease] [added: $2,362,209, an increase] of [removed: 3.3] [added: 11.4] percent from [removed: 2019] [added: 2020] sales of [removed: $2,194,226.][added: $2,121,100.]

The [removed: decrease] [added: increase] consisted of a [removed: 3.7] [added: 11.3] percent [removed: decline] [added: improvement] in sales volume and [removed: unfavorable] [added: favorable] currency translation [removed: effects] [added: effects,] which [removed: decreased] [added: increased] sales by [removed: 0.2] [added: 2.7] percent partially offset by [removed: 0.6] [added: a net 2.6] percent [removed: growth] [added: decrease] from [removed: acquisitions.][added: acquisitions and divestitures.]

Sales outside the United States accounted for [removed: 64.4] [added: 66.6] percent of total sales in [removed: 2020,] [added: 2021,] as compared to [removed: 65.4] [added: 64.4] percent in [removed: 2019.][added: 2020.]

On a geographic basis, sales in the United States were [removed: $755,642, a decrease] [added: $789,303, an increase] of [removed: 0.4] [added: 4.5] percent from [removed: 2019.][added: 2020.]

The [removed: decrease] [added: increase] in sales consisted of a [removed: 1.1] [added: 8.3] percent [removed: decrease] [added: increase] in sales volume partially offset by a [removed: 0.7] [added: 3.8] percent [removed: increase] [added: decrease] from [removed: acquisitions.][added: acquisitions and divestitures.]

The [removed: decrease] [added: increase] in sales consisted of a [removed: 6.4] [added: 11.4] percent volume [removed: decrease] [added: increase] and [removed: unfavorable] [added: favorable] currency effects of [removed: 0.1] [added: 5.7] percent partially offset by a [removed: 0.4] [added: 2.0] percent [removed: increase] [added: decrease] from [removed: acquisitions.][added: acquisitions and divestitures.]

Sales in the Asia Pacific region were [removed: $560,748, a decrease] [added: $668,035, an increase] of [removed: 1.6] [added: 19.1] percent from [removed: 2019,] [added: 2020,] with volume [removed: decreasing 1.7] [added: increasing 16.7] percent and [removed: unfavorable] [added: favorable] currency effects of [removed: 0.1] [added: 4.2] percent.

Gross profit, expressed as a percentage of sales, [removed: decreased] [added: increased] to [removed: 53.3] [added: 56.1] percent in [removed: 2020] [added: 2021] from [removed: 54.3] [added: 53.3] percent in [removed: 2019.][added: 2020.]

Selling and administrative expenses were [removed: $693,552] [added: $708,953] in [removed: 2020, compared to $708,990] [added: 2021, up from $693,552] in [removed: 2019.][added: 2020.]

Selling and administrative expenses as a percentage of sales [removed: increased] [added: decreased] to [removed: 32.7] [added: 30.0] percent in [removed: 2020] [added: 2021] from [removed: 32.3] [added: 32.7] percent in [removed: 2019.][added: 2020.]

[removed: In the fourth quarter of 2020, we committed to] [added: Net income in 2020 included] a [removed: plan] [added: non-cash, assets held for sale impairment charge net of tax $72,117 related] to [removed: sell our] [added: the sale of the] screws and barrels product line within the Adhesives reporting unit under our Industrial Precision Solutions [removed: segment and determined that it met the criteria to be classified as held for sale.][added: segment.]

See Note 6 - Goodwill and intangible assets for further details regarding the valuation methodologies used.

The liabilities associated with the Company's international pension plans and OPEB are not as materially sensitive to changes in assumptions as the pension plan in the United States.

| Effect on pension obligation as of October 31, 2021 | | | $ | (80,729) | | | | | $ | 100,948 | | | | | | | | | | | | | |

| Effect on pension obligation as of October 31, 2021 | | | $ | 32,240 | | | | | $ | (28,702) | | | | | | | | | | | | | |

Below is a detailed discussion comparison of our results of operations for the fiscal years ended October 31, 2021 and October 31, 2020.

For a discussion of changes from the fiscal year ended October 31, 2020 to the fiscal year ended October 31, 2019, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended October 31, 2020.

partially offset by a 1.8 percent decrease from acquisitions and divestitures.

Sales in Europe were $617,492, an increase of 15.1 percent from 2020.

Sales in Japan were $107,572, a decrease of 15.0 percent from 2020, with volume decreasing 11.0 percent, unfavorable currency effects of 0.5 percent and a 3.5 percent decrease from acquisitions and divestitures.

Cost of sales were $1,038,129 in 2021, up 4.8 percent from $990,632 in 2020.

The 2.8 percentage point increase in gross margin was driven by a favorable product mix impact, principally driven by a divestiture, of 1.9 percentage points and favorable sales volume leverage.

The 2.2 percent increase was driven by base business growth of 2.6 percentage points due primarily to increased variable incentive compensation, partially offset by reductions resulting from structural cost reduction actions taken in 2020.

In addition, unfavorable currency translation effects increased costs by 2.1 percentage points.

These increases were offset by a divestiture impact of 2.5 percentage points.

Of the 2.7 percentage point decrease, a divestiture decreased expenses by 1.2 percentage points, while sales growth leverage contributed to the remaining percentage point improvement.

The 9.5 percent increase in operating margin was the result of improved operating results, specifically favorable absorption from higher sales volume and favorable product mix driven by a divestiture, and 2020 operating profit was negatively impacted by an assets held for sale impairment charge related to the 2021 product line divestiture.

Interest expense in 2021 was $25,491, a decrease of $6,669, or 20.7 percent, from 2020.

Included in 2021’s other expense were pension costs of $9,484 and $5,926 in foreign currency losses.

The remaining increase of $2.24 per diluted share was primarily driven by sales growth and mix improvement.

Growth occurred in all product lines, except nonwovens, and in all regions except for Japan.

The 15.0 percentage point improvement in operating margin was the result of improved operating results, specifically favorable absorption from higher sales volume and favorable product mix driven by a divestiture, and 2020 operating profit negatively impacted by an assets held for sale impairment charge related to a divestiture.

Sales growth was strong across all product lines and in all regions.

The 4.8 percentage point improvement in operating margin was principally driven by greater selling and administrative expense leverage which contributed 3.1 percentage points and was associated with the sales volume growth and cost structure simplification actions taken in 2020.

Cash and cash equivalents increased $91,679 in 2021 to $299,972 as of October 31, 2021 compared to $208,293 as of October 31, 2020.

On November 1, 2021, cash of $180,000 was used to fund the acquisition of NDC Technologies ("NDC") as disclosed in Note 19 to these Consolidated Financial Statements.

Changes in working capital items provided cash of $29,011 compared to $45,113 provided in 2020 as increases in receivables and inventory were partially offset by increases in other liabilities.

In addition, pension cash contributions increased by $53,975 in 2021 compared to 2020 which are included in "Other - principally pension plan" in the Consolidated Statements of Cash Flows.

Inventories-net increased $50,162 due to increased business activity during the year.

Intangible assets-net decreased $50,219 due to amortization expense and the divestiture of our screws and barrels product line.

Pension obligations decreased $84,945 primarily due to pension contributions during the second and third quarters of 2021.

Long-term debt decreased $286,243 during 2021 primarily due to the full repayment of our term loan due 2024.

| Debt (1) | | | $ | 813,930 | | | | | 30,643 | | | | | | 547,644 | | | | | | 135,643 | | | | | | 100,000 | | |

| Interest payments on long-term debt (1) | | | 69,161 | | | | | | 18,479 | | | | | | 27,762 | | | | | | 13,292 | | | | | | 9,628 | | |

| Finance lease obligations (2) | | | 23,153 | | | | | | 6,162 | | | | | | 6,952 | | | | | | 2,512 | | | | | | 7,527 | | |

| Operating leases (2) | | | 126,190 | | | | | | 18,942 | | | | | | 29,896 | | | | | | 22,790 | | | | | | 54,562 | | |

| Purchase obligations (4) | | | 213,972 | | | | | | 212,543 | | | | | | 1,349 | | | | | | 40 | | | | | | 40 | | |

| Total obligations | | | $ | 1,253,581 | | | | | $ | 293,944 | | | | | $ | 613,603 | | | | | $ | 174,277 | | | | | $ | 171,757 | |

We expect to deliver increased sales and earnings in 2022 compared to 2021.

These statements reflect management’s current expectations and involve a number of risks and uncertainties.

These risks and uncertainties include, but are not limited to, U.S. and international economic conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions including the Company’s ability to complete and successfully integrate acquisitions, including integrating the acquisition of NDC; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, acts of terror, natural disasters and pandemics, including the current COVID-19 pandemic.

Goodwill impairment charge is recorded for the amount by which the carrying value of the reporting unit exceeds the fair value of the reporting unit, as calculated in the quantitative analysis described below.

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

In the application of the guideline public company method (Market Approach), fair value is determined using transactional evidence for similar publicly traded equity.

The comparable company guideline group is determined based on relative similarities to each reporting unit since exact correlations are not available.

An indication of fair value for each reporting unit is based on the placement of each reporting unit within a range of multiples determined for its comparable guideline company group.

Valuation multiples are derived by dividing latest twelve-month performance for revenues and EBITDA into total invested capital, which is the sum of traded equity plus interest bearing debt less cash.

These multiples are applied against the revenue and EBITDA of each reporting unit.

While the implied indications of fair value using the guideline public company method yield meaningful results, the discounted cash flow method of the income approach includes management’s thoughtful projections and insights as to what the reporting units will accomplish in the near future.

Accordingly, the reasonable, implied fair value of each reporting unit is a blend based on the consideration of both the Income and Market approaches.

The average expected rate of return on international pension assets used to determine net benefit costs was 3.22 percent in 2020 and 3.96 percent in 2019.

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 4.00 percent at both October 31, 2020 and October 31, 2019.

The assumed rate of compensation increases used to determine the present value of our international pension plan obligations was 2.69 percent at October 31, 2020, compared to 3.12 percent at October 31, 2019.

Bracketed numbers represent decreases in expense and obligation amounts.

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

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

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

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

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

With respect to the domestic postretirement medical plan, the discount rate used to value the benefit obligation was 2.84 percent at October 31, 2020 and 3.27 percent at October 31, 2019.

The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 3.40 percent in 2021, decreasing gradually to 3.17 percent by 2026.

For the international postretirement medical plan, the discount rate used to value the benefit obligation was 2.94 percent at October 31, 2020 and 3.03 percent at October 31, 2019.

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

The discount rate and the health care cost trend rate assumptions have a significant effect on the amounts reported.

For example, a one-percentage point change in the discount rate and the assumed health care cost trend rate would have the following effects.

| Effect on total net postretirement benefit cost components in 2020 | | | $ | (604) | | | | | $ | 711 | | | | | $ | (2) | | | | | $ | 2 | |

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

| Health care trend rate: | | | | | | | | | | | | | | | | | | | | | | | |

| Effect on total net postretirement benefit cost components in 2020 | | | $ | 431 | | | | | $ | (345) | | | | | $ | 7 | | | | | $ | (5) | |

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

Employees hired after January 1, 2002, are not eligible to participate in the domestic postretirement medical plan.

Pension and postretirement expenses in 2021 are expected to be approximately $5,500 lower than 2020.

We had two acquisitions during 2020, Fluortek, Inc. and vivaMOS Ltd. which are both included within the Advanced Technology Solutions segment.

In the Americas region, sales were $141,473, a decrease of 15.6 percent from 2019, with volume decreasing 14.8 percent and unfavorable currency effects of 3.8 percent partially offset by a 3.0 percent increase 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.

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

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

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

| At October 31, [removed: 2019] [added: 2021] | | | [removed: 2020] [added: 2022] | | | | | | [removed: 2021] [added: 2023] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | Thereafter | | | | | | Total Value | | | | | | Fair Value | | |

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

The weighted average interest rate of this variable-rate debt was [removed: 0.76] [added: 0.71] percent at October 31, [removed: 2020] [added: 2021] and [removed: 3.0] [added: 0.76] percent at October 31, [removed: 2019.][added: 2020.]

A one percent increase in interest rates would have resulted in additional interest expense of approximately [removed: $6,535] [added: $3,982] on the variable rate notes payable and long-term debt in [removed: 2020.][added: 2021.]

Nordson Corporation [removed: 35][added: 30]

| Annual repayments of long-term debt | | | $30,643 | | | | | | $130,643 | | | | | | $110,643 | | | | | | $85,643 | | | | | | $50,000 | | | | | | $100,000 | | | | | | $507,572 | | | | | | $549,895 | | |

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

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

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

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

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

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

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

[removed: Nordson engineers, manufactures] [added: We engineer, manufacture] and [removed: markets] [added: market] differentiated products and systems used for precision dispensing, applying and controlling of adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure [removed: surfaces.][added: surfaces and various medical products such as: catheters, cannulae, medical balloons and medical tubing..]

We serve a wide variety of consumer non-durable, consumer durable and technology end markets including packaging, [removed: nonwovens,] electronics, medical, appliances, energy, transportation, building and construction, and general product assembly and finishing.

Consistent with this global strategy, approximately [removed: 64] [added: 67] percent of our revenues were generated outside the United States in [removed: 2020.][added: 2021.]

We have [removed: 7,555] [added: 6,813] employees worldwide.

Principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, Ireland, Israel, Mexico, the Netherlands, [removed: Thailand,] and the United Kingdom.

The COVID-19 [removed: pandemic] [added: pandemic, including multiple variants,] 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.

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, [added: variations of COVID-19,] the ultimate duration of the COVID-19 pandemic, actions by government authorities to contain the outbreak or treat its impact, such as reimposing previously lifted measures or putting in place additional restrictions, and the widespread distribution and acceptance of an effective vaccine, among other things.

Each [removed: quarter] [added: quarter,] we may not produce increased sales, net income, or earnings per share, or exceed the comparative prior year's quarter.

Using data in a consistent and disciplined way, leaders across the Company [removed: work to define] [added: are defining] their strategic business priorities.

The primary goals of our acquisition strategy are to complement our current capabilities, diversify our business into new industry sectors [removed: and] with new customers and expand the scope of the solutions we can offer to our customers.

Strategic and operating plans are developed by all [removed: business units,] [added: divisions,] resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives.

Our [removed: technology-based systems] [added: precision technology] can be found in manufacturing facilities around the world producing a wide range of goods for consumer durable, consumer non-durable and technology end markets.

In [removed: 2020,] [added: 2021,] no single customer accounted for ten percent or more of sales.

Product [removed: lines] [added: line specific solutions] reduce material consumption, increase line efficiency and enhance product brand and appearance.

[removed: Components] [added: Technologies] are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials.

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

- [removed: Packaging] [added: Packaging] – Automated adhesive dispensing systems used in the rigid packaged goods industries.

- [removed: Polymer] [added: Polymer] Processing – Components and systems used in the thermoplastic [added: and biopolymer] melt stream in [removed: plastic] extrusion, injection molding, compounding, polymerization and recycling processes.

- [removed: Product] [added: 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 [removed: aerospace,] [added: beverage containers and food cans,] electric battery, appliances, automotive, building and construction, composites, electronics and medical.

Key strategic markets include [added: medical, consumer goods,] electronics, [removed: containers] and [removed: durable goods products.][added: industrial assembly.]

Products are used [added: within medical equipment and related surgical procedures, in critical industrial production processes and] for applying and controlling the flow of adhesives, [added: sealants, lubricants, and biomaterials.]

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: micro mechanical systems] and semiconductor packaging.

We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, Rhode Island, Tennessee and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, Israel, Mexico, the [removed: Netherlands, Thailand] [added: Netherlands] and the United Kingdom.

[removed: We] [added: Though the COVID-19 pandemic has disrupted the global supply chain, we] have not experienced significant supply disruption from third-party component [removed: suppliers as a result of the COVID-19 pandemic.][added: suppliers.]

However, we have faced and continue to face some supply chain constraints primarily related to logistics, including higher freight [removed: rates.][added: rates, and obtaining select manufacturing components.]

In addition, shipments between countries have been [removed: more] impacted [removed: by the COVID-19 pandemic] and we have experienced delays due to a variety of [removed: factors.][added: factors related to supply chain disruption.]

We [removed: maintain procedures to protect our] [added: rely on a combination of] intellectual property [removed: (including] [added: rights, including] patents, [removed: trademarks and copyrights) both domestically] [added: trademarks, copyrights, trade secrets,] and [removed: internationally.][added: contractual provisions to protect our intellectual property.]

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

We [removed: rely upon a combination of nondisclosure and other contractual arrangements and trade secret laws to protect our proprietary rights and also] enter into confidentiality and intellectual property agreements with our employees that require them to disclose any inventions created [removed: during] [added: in the scope of] employment, convey all rights to [added: those] inventions to us, and restrict the distribution of proprietary information.

We protect and promote our intellectual property portfolio and take those actions we deem appropriate to enforce our intellectual property rights and to defend our [removed: right] [added: rights] to sell our [removed: products.][added: products both domestically and internationally.]

[removed: Generally,] [added: Historically,] the highest volume of sales occurs in the second half of the year due in large part to the timing of customers’ capital spending programs.

We operate in a competitive global marketplace and compete with many large, [removed: well established] [added: well-established] and highly competitive manufacturers and service providers.

[removed: Potential uses for our equipment include any production processes] that require preparation, modification or curing of surfaces; dispensing, application, processing or control of fluids and materials; or testing and inspecting for quality.

As a U.S. public company that supports manufacturing, designing and servicing highly complex products in [removed: regulatory] [added: regulated] environments, our global operations are subject to a variety of laws, regulations and compliance obligations.

Such privacy and data protection laws and regulations, including with respect to the European Union’s General Data Protection Regulation [removed: (GDPR),] [added: ("GDPR"),] the Brazilian General Data Protection Law, and the California Consumer Privacy Act of 2018 [removed: (CCPA),] [added: ("CCPA"),] and the interpretation and enforcement of such laws and regulations, are continuously developing and evolving and there is significant uncertainty with respect to how compliance with these laws and regulations may evolve and the costs and complexity of future compliance.

[added: Under certain of these laws, we can be held strictly liable for hazardous substance] contamination of any real property we have ever owned, operated or used as a disposal site or for natural resource damages associated with such contamination.

Compliance with federal, state, local and foreign environmental protection laws during [removed: 2020] [added: 2021] had no material effect on our capital expenditures, earnings or competitive position.

Based upon consideration of currently available information, we believe liabilities for environmental matters will not have a material adverse effect on our financial position, operating results or liquidity, but we cannot [removed: assure] [added: ensure] that material environmental liabilities may not arise in the future.

As of October 31, [removed: 2020,] [added: 2021,] we had [removed: 7,555] [added: 6,813] full-time and part-time employees, including [removed: 137] [added: 141] at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on November 12, 2022.

Nordson is an innovative precision technology company that leverages a scalable growth framework to deliver top tier growth with leading margins and returns.

New Secretary and General Counsel

On October 12, 2021, we announced that Jennifer McDonough had been named Executive Vice President, General Counsel and Secretary, effective November 1, 2021.

Ms. McDonough succeeded Gina Beredo, who left the Company to pursue a new opportunity.

In 2021, we launched the Ascend strategy, which is designed to deliver top tier revenue growth with attractive margins and returns.

Ascend is driven by three interconnected pillars: the NBS (Nordson Business System) Next growth framework; Owner Mindset, our division-led organizational structure; and Winning Teams, our talent strategy.

These three pillars are built upon the foundation of what makes Nordson special: our culture and our values.

The NBS Next growth framework, the heart of the Ascend strategy, uses data-based segmentation to identify our greatest opportunities for profitable growth and ensure we are investing our resources disproportionately in those areas.

Additional growth comes through the acquisition of companies that have differentiated precision technology based product portfolio, serve attractive high-growth end-markets applications and have a customer-centric business model.

This segment delivers proprietary dispensing and processing technology to diverse end markets.

- Industrial Coatings – Automated and manual dispensing products and systems for cold materials, container coating, liquid finishing and powder coating, as well as ultraviolet equipment used primarily in curing and drying operations.

Our worldwide intellectual property portfolio is strengthened through innovation and brand recognition, and a comprehensive approach for protection and enforcement.

Although in the aggregate, our global portfolio of more than 2,100 granted and pending patents and more than 1,000 trademarks are valuable assets that are important to our operations, we believe that our competitive advantage is also largely attributable to the technical, marketing, and sales competence and capabilities of our employees, rather than on any individual patent or trademark.

Therefore, we do not consider the expiration or loss of any single patent, trademark, or intellectual property right, to be material to our business as a whole.

However, COVID-19, supply chain disruptions related to COVID-19 and other unusual events have impacted this historical trend to a degree.

Potential uses for our equipment include any production processes

In 2021, our employees’ health and safety remained our highest priority, especially as we continued to operate through the ever-present COVID-19 pandemic.

- Updating our coronavirus intranet site as a central resource for up-to-date and accurate information.

As the year progressed, different regions of the world experienced lower level of community spread.

We began slowly reintegrating our employees, who had been working from home, into the office.

As vaccines have become more available, we continue to actively encourage our global employees to be vaccinated as the best defense against the COVID-19 virus.

We continue to be vigilant and adjust our guidelines based upon local data.

Our focus on employee health and safety has allowed us to successfully meet the evolving needs of our customers during this unique and dynamic period.

In addition, non-union new hires and re-hires as of July 1, 2021 are eligible for an additional enhanced 401(k) contribution of 3% eligible earnings.

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.

New Chief Financial Officer

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.

Thaxton, who previously announced his plans to retire.

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

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.

Additional growth comes through the acquisition of companies that serve international growth markets, share our business model characteristics and can leverage our global infrastructure.

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.

- 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.

- Container Coating – Automated and manual dispensing and curing systems used to coat and cure containers.

Key strategic markets include beverage containers and food cans.

- Curing and Drying Systems – Ultraviolet equipment used primarily in curing and drying operations for specialty coatings, semiconductor materials and paints.

- Liquid Finishing – Automated and manual dispensing systems used to apply liquid paints and coatings to consumer and industrial products.

Key strategic markets include automotive components, agriculture, construction, metal shelving and drums.

- 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.

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.

The COVID-19 pandemic has disrupted the global supply chain to a certain extent.

Our intellectual property portfolios include valuable patents, trade secrets, know-how, domain names, trademarks and trade names.

As of October 31, 2020, we held 564 United States patents and 1,362 foreign patents and had 142 United States patent applications pending and 787 foreign patent applications pending, but there is no assurance that any patent application will be issued.

We continue to apply for and obtain patent protection for new products on an ongoing basis.

Patents covering individual products extend for varying periods according to the date of filing or grant and the legal term of patents in various countries where a patent is obtained.

Our patent portfolio as of October 31, 2020 had expiration dates ranging from November 2020 to August 2039.

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

We believe, however, that the duration of our patents generally exceeds the life cycles of the technologies disclosed and claimed in the patents.

We believe our trademarks are important assets and we aggressively manage our brands.

We also own a number of trademarks in the United States and foreign countries, including registered trademarks for Nordson, Asymtek, Avalon, Dage, EFD, March, Sonoscan, Value Plastics, Vention, Xaloy and YESTech and various common law trademarks which are important to our

business, inasmuch as they identify Nordson and our products to our customers.

See Note [removed: 19, “Contingencies”] [added: 18, “Contingencies - Class Action Litigation”] in the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual [removed: Report.][added: Report, which is incorporated by reference.]

For the fiscal year ended October 31, [removed: 2020][added: 2021]

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: 2020] [added: 2021] was approximately [removed: $8,999,983,246.][added: $12,262,663,905.]

There were [removed: 58,094,487] [added: 58,176,606] Common Shares outstanding as of November 30, [removed: 2020.][added: 2021.]

Portions of the Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting - Part III of the Form 10-K

| [Item [removed: 1.](#ibc9b182fdd384ad3862872c12a18e216_13)] [added: 1.](#i7a6defc565b94937a47db8597128a863_13)] | | | [removed: [Business](#ibc9b182fdd384ad3862872c12a18e216_13)] [added: [Business](#i7a6defc565b94937a47db8597128a863_13)] | | | [removed: [4](#ibc9b182fdd384ad3862872c12a18e216_13)] [added: [4](#i7a6defc565b94937a47db8597128a863_13)] | | |

| | | | [General Description of [removed: Business](#ibc9b182fdd384ad3862872c12a18e216_16)] [added: Business](#i7a6defc565b94937a47db8597128a863_16)] | | | [removed: [4](#ibc9b182fdd384ad3862872c12a18e216_16)] [added: [4](#i7a6defc565b94937a47db8597128a863_16)] | | |

| | | | [Corporate Purpose and [removed: Goals](#ibc9b182fdd384ad3862872c12a18e216_19)] [added: Goals](#i7a6defc565b94937a47db8597128a863_19)] | | | [removed: [5](#ibc9b182fdd384ad3862872c12a18e216_19)] [added: [5](#i7a6defc565b94937a47db8597128a863_19)] | | |

| | | | [Principal Products and [removed: Uses](#ibc9b182fdd384ad3862872c12a18e216_22)] [added: Uses](#i7a6defc565b94937a47db8597128a863_22)] | | | [removed: [5](#ibc9b182fdd384ad3862872c12a18e216_22)] [added: [5](#i7a6defc565b94937a47db8597128a863_22)] | | |

| | | | [removed: [Manufacturing](#ibc9b182fdd384ad3862872c12a18e216_25)[,](#ibc9b182fdd384ad3862872c12a18e216_25) [Raw Materials](#ibc9b182fdd384ad3862872c12a18e216_25)] [added: [Manufacturing, Raw Materials](#i7a6defc565b94937a47db8597128a863_25)] and Other Resources | | | [removed: [7](#ibc9b182fdd384ad3862872c12a18e216_25)] [added: [6](#i7a6defc565b94937a47db8597128a863_25)] | | |

| | | | [Intellectual [removed: Property](#ibc9b182fdd384ad3862872c12a18e216_28)] [added: Property](#i7a6defc565b94937a47db8597128a863_28)] | | | [removed: [7](#ibc9b182fdd384ad3862872c12a18e216_28)] [added: [7](#i7a6defc565b94937a47db8597128a863_28)] | | |

| | | | [Seasonal Variation in [removed: Business](#ibc9b182fdd384ad3862872c12a18e216_31)] [added: Business](#i7a6defc565b94937a47db8597128a863_31)] | | | [removed: [8](#ibc9b182fdd384ad3862872c12a18e216_31)] [added: [7](#i7a6defc565b94937a47db8597128a863_31)] | | |

| | | | [Working Capital [removed: Practices](#ibc9b182fdd384ad3862872c12a18e216_34)] [added: Practices](#i7a6defc565b94937a47db8597128a863_34)] | | | [removed: [8](#ibc9b182fdd384ad3862872c12a18e216_34)] [added: [7](#i7a6defc565b94937a47db8597128a863_34)] | | |

| | | | [Competitive [removed: Conditions](#ibc9b182fdd384ad3862872c12a18e216_46)] [added: Conditions](#i7a6defc565b94937a47db8597128a863_37)] | | | [removed: [8](#ibc9b182fdd384ad3862872c12a18e216_46)] [added: [7](#i7a6defc565b94937a47db8597128a863_37)] | | |

| | | | [Compliance with [removed: Government](#ibc9b182fdd384ad3862872c12a18e216_49)[al](#ibc9b182fdd384ad3862872c12a18e216_49) [Regulations](#ibc9b182fdd384ad3862872c12a18e216_49)] [added: Governmental Regulations](#i7a6defc565b94937a47db8597128a863_40)] | | | [removed: [8](#ibc9b182fdd384ad3862872c12a18e216_49)] [added: [8](#i7a6defc565b94937a47db8597128a863_40)] | | |

| | | | [Human [removed: Capital](#ibc9b182fdd384ad3862872c12a18e216_52)] [added: Capital](#i7a6defc565b94937a47db8597128a863_43)] Resources | | | [removed: [9](#ibc9b182fdd384ad3862872c12a18e216_52)] [added: [8](#i7a6defc565b94937a47db8597128a863_43)] | | |

| | | | [Available [removed: Information](#ibc9b182fdd384ad3862872c12a18e216_55)] [added: Information](#i7a6defc565b94937a47db8597128a863_46)] | | | [removed: [11](#ibc9b182fdd384ad3862872c12a18e216_55)] [added: [10](#i7a6defc565b94937a47db8597128a863_46)] | | |

| [Item [removed: 1A.](#ibc9b182fdd384ad3862872c12a18e216_58)] [added: 1A.](#i7a6defc565b94937a47db8597128a863_49)] | | | [Risk [removed: Factors](#ibc9b182fdd384ad3862872c12a18e216_58)] [added: Factors](#i7a6defc565b94937a47db8597128a863_49)] | | | [removed: [11](#ibc9b182fdd384ad3862872c12a18e216_58)] [added: [10](#i7a6defc565b94937a47db8597128a863_49)] | | |

| [Item [removed: 1B.](#ibc9b182fdd384ad3862872c12a18e216_61)] [added: 1B.](#i7a6defc565b94937a47db8597128a863_52)] | | | [Unresolved Staff [removed: Comments](#ibc9b182fdd384ad3862872c12a18e216_61)] [added: Comments](#i7a6defc565b94937a47db8597128a863_52)] | | | [removed: [18](#ibc9b182fdd384ad3862872c12a18e216_61)] [added: [18](#i7a6defc565b94937a47db8597128a863_52)] | | |

| [Item [removed: 2.](#ibc9b182fdd384ad3862872c12a18e216_64)] [added: 2.](#i7a6defc565b94937a47db8597128a863_55)] | | | [removed: [Properties](#ibc9b182fdd384ad3862872c12a18e216_64)] [added: [Properties](#i7a6defc565b94937a47db8597128a863_55)] | | | [removed: [19](#ibc9b182fdd384ad3862872c12a18e216_64)] [added: [19](#i7a6defc565b94937a47db8597128a863_55)] | | |

| [Item [removed: 3.](#ibc9b182fdd384ad3862872c12a18e216_67)] [added: 3.](#i7a6defc565b94937a47db8597128a863_58)] | | | [Legal [removed: Proceedings](#ibc9b182fdd384ad3862872c12a18e216_67)] [added: Proceedings](#i7a6defc565b94937a47db8597128a863_58)] | | | [removed: [20](#ibc9b182fdd384ad3862872c12a18e216_67)] [added: [20](#i7a6defc565b94937a47db8597128a863_58)] | | |

| [Item [removed: 4.](#ibc9b182fdd384ad3862872c12a18e216_70)] [added: 4.](#i7a6defc565b94937a47db8597128a863_61)] | | | [Mine Safety [removed: Disclosures](#ibc9b182fdd384ad3862872c12a18e216_70)] [added: Disclosures](#i7a6defc565b94937a47db8597128a863_61)] | | | [removed: [20](#ibc9b182fdd384ad3862872c12a18e216_70)] [added: [20](#i7a6defc565b94937a47db8597128a863_61)] | | |

| | | | [Information about Our Executive [removed: Officers](#ibc9b182fdd384ad3862872c12a18e216_73)] [added: Officers](#i7a6defc565b94937a47db8597128a863_64)] | | | [removed: [21](#ibc9b182fdd384ad3862872c12a18e216_73)] [added: [21](#i7a6defc565b94937a47db8597128a863_64)] | | |

| [Item [removed: 5.](#ibc9b182fdd384ad3862872c12a18e216_79)] [added: 5.](#i7a6defc565b94937a47db8597128a863_70)] | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibc9b182fdd384ad3862872c12a18e216_79)] [added: Securities](#i7a6defc565b94937a47db8597128a863_70)] | | | [removed: [22](#ibc9b182fdd384ad3862872c12a18e216_79)] [added: [22](#i7a6defc565b94937a47db8597128a863_70)] | | |

| | | | [Market Information and [removed: Dividends](#ibc9b182fdd384ad3862872c12a18e216_82)] [added: Dividends](#i7a6defc565b94937a47db8597128a863_73)] | | | [removed: [22](#ibc9b182fdd384ad3862872c12a18e216_82)] [added: [22](#i7a6defc565b94937a47db8597128a863_73)] | | |

| | | | [Performance [removed: Graph](#ibc9b182fdd384ad3862872c12a18e216_85)] [added: Graph](#i7a6defc565b94937a47db8597128a863_76)] | | | [removed: [22](#ibc9b182fdd384ad3862872c12a18e216_85)] [added: [22](#i7a6defc565b94937a47db8597128a863_76)] | | |

| [Item [removed: 7.](#ibc9b182fdd384ad3862872c12a18e216_91)] [added: 7.](#i7a6defc565b94937a47db8597128a863_82)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibc9b182fdd384ad3862872c12a18e216_91)] [added: Operations](#i7a6defc565b94937a47db8597128a863_82)] | | | [removed: [25](#ibc9b182fdd384ad3862872c12a18e216_91)] [added: [24](#i7a6defc565b94937a47db8597128a863_82)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#ibc9b182fdd384ad3862872c12a18e216_94)] [added: Estimates](#i7a6defc565b94937a47db8597128a863_85)] | | | [removed: [25](#ibc9b182fdd384ad3862872c12a18e216_94)] [added: [24](#i7a6defc565b94937a47db8597128a863_85)] | | |

| [Item [removed: 7A.](#ibc9b182fdd384ad3862872c12a18e216_127)] [added: 7A.](#i7a6defc565b94937a47db8597128a863_118)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibc9b182fdd384ad3862872c12a18e216_127)] [added: Risk](#i7a6defc565b94937a47db8597128a863_118)] | | | [removed: [35](#ibc9b182fdd384ad3862872c12a18e216_127)] [added: [30](#i7a6defc565b94937a47db8597128a863_118)] | | |

| [Item [removed: 8.](#ibc9b182fdd384ad3862872c12a18e216_130)] [added: 8.](#i7a6defc565b94937a47db8597128a863_121)] | | | [Financial Statements and Supplementary [removed: Data](#ibc9b182fdd384ad3862872c12a18e216_130)] [added: Data](#i7a6defc565b94937a47db8597128a863_121)] | | | [removed: [36](#ibc9b182fdd384ad3862872c12a18e216_130)] [added: [31](#i7a6defc565b94937a47db8597128a863_121)] | | |

| | | | [Consolidated Statements of [removed: Income](#ibc9b182fdd384ad3862872c12a18e216_133)] [added: Income](#i7a6defc565b94937a47db8597128a863_124)] | | | [removed: [36](#ibc9b182fdd384ad3862872c12a18e216_133)] [added: [31](#i7a6defc565b94937a47db8597128a863_124)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#ibc9b182fdd384ad3862872c12a18e216_136)] [added: Income](#i7a6defc565b94937a47db8597128a863_127)] | | | [removed: [37](#ibc9b182fdd384ad3862872c12a18e216_136)] [added: [32](#i7a6defc565b94937a47db8597128a863_127)] | | |

| | | | [Consolidated Balance [removed: Sheets](#ibc9b182fdd384ad3862872c12a18e216_139)] [added: Sheets](#i7a6defc565b94937a47db8597128a863_130)] | | | [removed: [38](#ibc9b182fdd384ad3862872c12a18e216_139)] [added: [33](#i7a6defc565b94937a47db8597128a863_130)] | | |

| | | | [Consolidated Statements of Shareholders’ [removed: Equity](#ibc9b182fdd384ad3862872c12a18e216_145)] [added: Equity](#i7a6defc565b94937a47db8597128a863_133)] | | | [removed: [39](#ibc9b182fdd384ad3862872c12a18e216_145)] [added: [34](#i7a6defc565b94937a47db8597128a863_133)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ibc9b182fdd384ad3862872c12a18e216_151)] [added: Flows](#i7a6defc565b94937a47db8597128a863_136)] | | | [removed: [40](#ibc9b182fdd384ad3862872c12a18e216_151)] [added: [35](#i7a6defc565b94937a47db8597128a863_136)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ibc9b182fdd384ad3862872c12a18e216_154)] [added: Statements](#i7a6defc565b94937a47db8597128a863_139)] | | | [removed: [41](#ibc9b182fdd384ad3862872c12a18e216_154)] [added: [36](#i7a6defc565b94937a47db8597128a863_139)] | | |

| | | | [Management’s Report on Internal Control Over Financial [removed: Reporting](#ibc9b182fdd384ad3862872c12a18e216_232)] [added: Reporting](#i7a6defc565b94937a47db8597128a863_205)] | | | [removed: [71](#ibc9b182fdd384ad3862872c12a18e216_232)] [added: [66](#i7a6defc565b94937a47db8597128a863_205)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ibc9b182fdd384ad3862872c12a18e216_235)] [added: Firm](#i7a6defc565b94937a47db8597128a863_208) - Internal Controls Opinion] | | | [removed: [72](#ibc9b182fdd384ad3862872c12a18e216_235)] [added: [67](#i7a6defc565b94937a47db8597128a863_208)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ibc9b182fdd384ad3862872c12a18e216_238)] [added: Firm](#i7a6defc565b94937a47db8597128a863_211) - Financial Statement Opinion] | | | [removed: [73](#ibc9b182fdd384ad3862872c12a18e216_238)] [added: [68](#i7a6defc565b94937a47db8597128a863_211)] | | |

| [Item [removed: 9.](#ibc9b182fdd384ad3862872c12a18e216_241)] [added: 9.](#i7a6defc565b94937a47db8597128a863_214)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibc9b182fdd384ad3862872c12a18e216_241)] [added: Disclosure](#i7a6defc565b94937a47db8597128a863_214)] | | | [removed: [75](#ibc9b182fdd384ad3862872c12a18e216_241)] [added: [70](#i7a6defc565b94937a47db8597128a863_214)] | | |

| [Item [removed: 9A.](#ibc9b182fdd384ad3862872c12a18e216_244)] [added: 9A.](#i7a6defc565b94937a47db8597128a863_217)] | | | [Controls and [removed: Procedures](#ibc9b182fdd384ad3862872c12a18e216_244)] [added: Procedures](#i7a6defc565b94937a47db8597128a863_217)] | | | [removed: [75](#ibc9b182fdd384ad3862872c12a18e216_244)] [added: [70](#i7a6defc565b94937a47db8597128a863_217)] | | |

| [PART I](#i7a6defc565b94937a47db8597128a863_10) | | | | | | [4](#i7a6defc565b94937a47db8597128a863_10) | | |

| [PART II](#i7a6defc565b94937a47db8597128a863_67) | | | | | | [22](#i7a6defc565b94937a47db8597128a863_67) | | |

| [Item 9](#i7a6defc565b94937a47db8597128a863_217)[C](#i7a6defc565b94937a47db8597128a863_217)[.](#i7a6defc565b94937a47db8597128a863_217) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i7a6defc565b94937a47db8597128a863_2277) | | | [70](#i7a6defc565b94937a47db8597128a863_2277) | | |

| [PART III](#i7a6defc565b94937a47db8597128a863_223) | | | | | | [71](#i7a6defc565b94937a47db8597128a863_223) | | |

| [PART IV](#i7a6defc565b94937a47db8597128a863_244) | | | | | | [73](#i7a6defc565b94937a47db8597128a863_244) | | |

| | | | [(a) 1. Financial Statements](#i7a6defc565b94937a47db8597128a863_250) | | | [73](#i7a6defc565b94937a47db8597128a863_253) | | |

| | | | [(a) 3. Exhibits](#i7a6defc565b94937a47db8597128a863_256) | | | [73](#i7a6defc565b94937a47db8597128a863_256) | | |

| | | | [Index to Exhibits](#i7a6defc565b94937a47db8597128a863_259) | | | [74](#i7a6defc565b94937a47db8597128a863_259) | | |

| | | | [Signatures](#i7a6defc565b94937a47db8597128a863_265) | | | [76](#i7a6defc565b94937a47db8597128a863_265) | | |

| | | | | | | | | |

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

| [PART I](#ibc9b182fdd384ad3862872c12a18e216_10) | | | | | | [4](#ibc9b182fdd384ad3862872c12a18e216_10) | | |

| [PART II](#ibc9b182fdd384ad3862872c12a18e216_76) | | | | | | [22](#ibc9b182fdd384ad3862872c12a18e216_76) | | |

| [Item 6.](#ibc9b182fdd384ad3862872c12a18e216_88) | | | [Selected Financial Data](#ibc9b182fdd384ad3862872c12a18e216_88) | | | [24](#ibc9b182fdd384ad3862872c12a18e216_88) | | |

| [PART III](#ibc9b182fdd384ad3862872c12a18e216_250) | | | | | | [76](#ibc9b182fdd384ad3862872c12a18e216_250) | | |

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

| | | | [(a) 1. Financial Statements](#ibc9b182fdd384ad3862872c12a18e216_277) | | | [78](#ibc9b182fdd384ad3862872c12a18e216_280) | | |

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

| | | | [Index to Exhibits](#ibc9b182fdd384ad3862872c12a18e216_286) | | | [79](#ibc9b182fdd384ad3862872c12a18e216_286) | | |

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

[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: 2020] [added: 2021] were as follows:

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

| [removed: Austintown, Ohio 1] [added: San Jose, CA 2] | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | [removed: 207,000] [added: 37,000] | | |

| Norwich, Connecticut 2 | | | | | | A manufacturing, laboratory and office building | | | | | | [removed: 159,000] [added: 212,000] | | |

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

| [removed: Marlborough, Massachusetts] [added: Tecate, Mexico] 2 | | | | | | [removed: An office, laboratory and] [added: A manufacturing,] warehouse [added: and office] building (leased) | | | | | | [removed: 30,000] [added: 59,000] | | |

| [removed: Sunnyvale, California] [added: Guaymas, Mexico] 2 | | | | | | Two [removed: office, laboratory and] [added: manufacturing,] warehouse [added: and office] buildings (leased) | | | | | | [removed: 24,000] [added: 89,000] | | |

| [removed: Münster, Germany 1] [added: Suzhou, China 1, 2] | | | | | | Two manufacturing, warehouse and office buildings (leased) | | | | | | [removed: 598,000] [added: 75,000] | | |

| [removed: Guaymas, Mexico 2] [added: Chonburi, Thailand 1] | | | | | | [removed: Three] [added: A] manufacturing, warehouse and office [removed: buildings] [added: building] (leased) | | | | | | [removed: 89,000] [added: 52,000] | | |

| Tokyo, Japan 1, 2 | | | | | | Four office, laboratory and warehouse buildings (leased) | | | | | | [removed: 75,700] [added: 76,000] | | |

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

| [removed: Chonburi, Thailand 1] [added: Boyle, Ireland 2] | | | | | | A manufacturing, warehouse and office building | | | | | | [removed: 52,000] [added: 47,000] | | |

| [removed: Boyle, Ireland 2] [added: Münster, Germany 1] | | | | | | [removed: A] [added: One] manufacturing, warehouse and office building (leased) | | | | | | [removed: 47,000] [added: 260,000] | | |

| [removed: Suzhou, China] [added: El Marques, Mexico 1,] 2 | | | | | | A [removed: manufacturing,] warehouse and office building [removed: (leased)] | | | | | | [removed: 42,000] [added: 22,000] | | |

| United States | | | | | | | | | | | | | | |

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

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

| Location | | | | | | Description of Property | | | | | | Approximate Square Feet | | |

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

| International | | | | | | | | | | | | | | |

Business Segment - Property Identification Legend

1 - Industrial Precision Solutions

2 - Advanced Technology Solutions

| Shanghai, China 1, 2 | | | | | | Three manufacturing, warehouse and office buildings (leased) | | | | | | 33,000 | | |

| Pirmasens, Germany 1 | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 32,000 | | |

| El Marques, Mexico 1, 2 | | | | | | A warehouse and office building (leased) | | | | | | 22,000 | | |

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

Our executive officers as of October 31, [removed: 2020,] [added: 2021,] were as follows:

| Sundaram Nagarajan | | | | | | [removed: 58] [added: 59] | | | | | | 2019 | | | | | | President and Chief Executive Officer, 2019 | | |

| Joseph P. Kelley | | | | | | [removed: 48] [added: 49] | | | | | | 2020 | | | | | | Executive Vice President, Chief Financial Officer, 2020 | | |

| James E. DeVries | | | | | | [removed: 61] [added: 62] | | | | | | 2012 | | | | | | Executive Vice President, 2012 | | |

| Stephen P. Lovass | | | | | | [removed: 51] [added: 52] | | | | | | 2017 | | | | | | Executive Vice President, 2017 | | |

| Gregory P. Merk | | | | | | [removed: 49] [added: 50] | | | | | | 2006 | | | | | | Executive Vice President, 2013 | | |

| Shelly M. Peet | | | | | | [removed: 55] [added: 56] | | | | | | 2007 | | | | | | Executive Vice President, 2009 | | |

| Jeffrey A. Pembroke | | | | | | [removed: 53] [added: 54] | | | | | | 2015 | | | | | | Executive Vice President, 2015 | | |

Effective November 1, 2021, Jennifer L.

McDonough (50), was named Executive Vice President, General Counsel and Secretary and leads the Company’s global legal function in ethics and compliance, intellectual property and other general corporate legal matters.

Ms. McDonough brings over 20 years of experience advising companies on wide-ranging, critical corporate initiatives and most recently served as vice president, deputy general counsel and assistant secretary at PPL Corporation (NYSE: PPL), a Fortune 500 utility, where she was responsible for the delivery of extensive legal counsel and services, including in the areas of general corporate law, mergers and acquisitions, corporate venture capital and investment transactions, securities and finance.

Prior to joining PPL in 2017, Ms. McDonough served as senior vice president, general counsel and secretary at REX Energy Corporation, an independent condensate, NGL and natural gas company, having joined REX Energy in April 2011, and before that as assistant general counsel and assistant secretary at Kennametal Inc., a global manufacturer and provider of engineered products and solutions (NYSE: KMT), which she joined in May 2005.

She began her career as a business and finance attorney with the international law firm Morgan, Lewis and Bockius LLP.

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

| Gina A. Beredo | | | | | | 46 | | | | | | 2018 | | | | | | Executive Vice President, General Counsel and Secretary, 2018 | | |

| John J. Keane | | | | | | 59 | | | | | | 2003 | | | | | | Executive Vice President, 2005 | | |

| Joseph Stockunas | | | | | | 60 | | | | | | 2015 | | | | | | Executive Vice President, 2015 | | |

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.

Effective January 1, 2018, Ms. Beredo was appointed Executive Vice President, General Counsel and Secretary.

Ms. Beredo served as Deputy General Counsel and Assistant Secretary since joining the Company in 2013.

Prior to joining the Company, Ms. Beredo served as Chief Litigation Counsel and Director of Compliance & Ethics at American Greetings Corporation, formerly traded on the NYSE.

Prior to joining American Greetings, Ms. Beredo was an associate at BakerHostetler LLP.

[removed: (a)] Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN.

As of November 30, [removed: 2020,] [added: 2021,] there were [removed: 1,303] [added: 1,243] record shareholders.

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: 2010] [added: 2011] 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, FLIR, GDI, GGG, GTLS, IEX, ITT, KEYS, LECO, NATI, ROP, TER, WTS, and WWD.

[removed: ][added: ]

| Company/Market/Peer Group | | | [removed: 2010 | | |] 2011 | | | 2012 | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | [added: 2021 | | |]

| [added: *(in whole shares)*] | | | Total [removed: Number of Shares Repurchased] [added: Number of Shares Repurchased (1)] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (2) | | | | | | Maximum Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) | | |

(1) Includes shares tendered for taxes related to [added: stock option exercises and] vesting of restricted stock.

Approximately [removed: $447,104] [added: $392,070] of the total $1,000,000 authorized remained available for share repurchases at October 31, [removed: 2020.][added: 2021.]

| Nordson Corporation | | | $ | 100.00 | | $ | 129.96 | | $ | 160.22 | | $ | 171.87 | | $ | 161.91 | | $ | 230.59 | | $ | 294.50 | | $ | 287.79 | | $ | 372.02 | | $ | 462.99 | | $ | 613.50 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 115.21 | | $ | 146.52 | | $ | 171.82 | | $ | 180.75 | | $ | 188.90 | | $ | 233.54 | | $ | 250.70 | | $ | 286.61 | | $ | 314.45 | | $ | 449.39 | |

| S&P MidCap 400 | | | $ | 100.00 | | $ | 112.11 | | $ | 149.64 | | $ | 167.08 | | $ | 172.80 | | $ | 183.61 | | $ | 226.72 | | $ | 229.04 | | $ | 249.69 | | $ | 246.81 | | $ | 367.51 | |

| S&P 500 Ind. Machinery | | | $ | 100.00 | | $ | 119.68 | | $ | 170.88 | | $ | 192.70 | | $ | 192.41 | | $ | 219.70 | | $ | 302.89 | | $ | 279.47 | | $ | 340.83 | | $ | 373.84 | | $ | 493.45 | |

| S&P MidCap 400 Ind. Machinery | | | $ | 100.00 | | $ | 109.21 | | $ | 151.63 | | $ | 160.68 | | $ | 134.50 | | $ | 157.85 | | $ | 226.40 | | $ | 221.63 | | $ | 263.37 | | $ | 281.42 | | $ | 399.77 | |

| Peer Group | | | $ | 100.00 | | $ | 113.18 | | $ | 156.53 | | $ | 170.69 | | $ | 166.65 | | $ | 170.89 | | $ | 257.95 | | $ | 263.99 | | $ | 338.06 | | $ | 365.85 | | $ | 538.56 | |

Common Share Repurchases

| August 1, 2021 to August 31, 2021 | | | 24,136 | | | | | | $ | 227.87 | | | | | 24,126 | | | | | | $ | 400,566 | |

| September 1, 2021 to September 30, 2021 | | | 21,738 | | | | | | $ | 242.04 | | | | | 21,680 | | | | | | $ | 395,319 | |

| October 1, 2021 to October 31, 2021 | | | 13,513 | | | | | | $ | 240.41 | | | | | 13,513 | | | | | | $ | 392,070 | |

| Total | | | 59,387 | | | | | | | | | | | | 59,319 | | | | | | | | |

| 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)

(b)Use of Proceeds.

Not applicable.

(c)Issuer Purchases of Equity Securities

| 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 | |

| Total | | | 4 | | | | | | | | | | | | 3 | | | | | | | | |

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

| Years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | | | | | | | | | | | | | | | |

| *(In thousands except for per-share amounts)* | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Sales | | | | | | $ | [removed: 2,121,100] [added: 2,362,209] | | | | | $ | [removed: 2,194,226] [added: 2,121,100] | | | | | $ | [removed: 2,254,668] [added: 2,194,226] | |

| Cost of sales | | | | | | [removed: 990,632] [added: 1,038,129] | | | | | | [removed: 1,002,123] [added: 990,632] | | | | | | [removed: 1,018,340] [added: 1,002,123] | | |

| Selling and administrative expenses | | | | | | [removed: 693,552] [added: 708,953] | | | | | | [removed: 708,990] [added: 693,552] | | | | | | [removed: 733,749] [added: 708,990] | | |

| Assets held for sale impairment charge | | | | | | [removed: 87,371] [added: —] | | | | | | [removed: —] [added: 87,371] | | | | | | — | | |

| | | | | | | [removed: 1,771,555] [added: 1,747,082] | | | | | | [removed: 1,711,113] [added: 1,771,555] | | | | | | [removed: 1,752,089] [added: 1,711,113] | | |

| Operating profit | | | | | | [removed: 349,545] [added: 615,127] | | | | | | [removed: 483,113] [added: 349,545] | | | | | | [removed: 502,579] [added: 483,113] | | |

| Interest expense | | | | | | [removed: (32,160)] [added: (25,491)] | | | | | | [removed: (47,145)] [added: (32,160)] | | | | | | [removed: (49,576)] [added: (47,145)] | | |

| Interest and investment income | | | | | | [removed: 1,681] [added: 2,150] | | | | | | [removed: 1,844] [added: 1,681] | | | | | | [removed: 1,384] [added: 1,844] | | |

| Other - net | | | | | | [removed: (17,577)] [added: (17,610)] | | | | | | [removed: (6,708)] [added: (17,577)] | | | | | | [removed: (5,868)] [added: (6,708)] | | |

| | | | | | | [removed: (48,056)] [added: (40,951)] | | | | | | [removed: (52,009)] [added: (48,056)] | | | | | | [removed: (54,060)] [added: (52,009)] | | |

| Income before income taxes | | | | | | [removed: 301,489] [added: 574,176] | | | | | | [removed: 431,104] [added: 301,489] | | | | | | [removed: 448,519] [added: 431,104] | | |

| Current | | | | | | [removed: 65,906] [added: 115,737] | | | | | | [removed: 95,031] [added: 65,906] | | | | | | [removed: 105,093] [added: 95,031] | | |

| Deferred | | | | | | [removed: (13,956)] [added: 4,071] | | | | | | [removed: (1,018)] [added: (13,956)] | | | | | | [removed: (33,949)] [added: (1,018)] | | |

| | | | | | | [removed: 51,950] [added: 119,808] | | | | | | [removed: 94,013] [added: 51,950] | | | | | | [removed: 71,144] [added: 94,013] | | |

| Net income | | | | | | $ | [removed: 249,539] [added: 454,368] | | | | | $ | [removed: 337,091] [added: 249,539] | | | | | $ | [removed: 377,375] [added: 337,091] | |

| Average common shares | | | | | | [removed: 57,757] [added: 58,091] | | | | | | [removed: 57,462] [added: 57,757] | | | | | | [removed: 57,970] [added: 57,462] | | |

| Incremental common shares attributable to outstanding stock options, restricted stock and deferred stock-based compensation | | | | | | [removed: 716] [added: 643] | | | | | | [removed: 740] [added: 716] | | | | | | [removed: 961] [added: 740] | | |

| Average common shares and common share equivalents | | | | | | [removed: 58,473] [added: 58,734] | | | | | | [removed: 58,202] [added: 58,473] | | | | | | [removed: 58,931] [added: 58,202] | | |

| Basic earnings per share | | | | | | $ | [removed: 4.32] [added: 7.82] | | | | | $ | [removed: 5.87] [added: 4.32] | | | | | $ | [removed: 6.51] [added: 5.87] | |

| Diluted earnings per share | | | | | | $ | [removed: 4.27] [added: 7.74] | | | | | $ | [removed: 5.79] [added: 4.27] | | | | | $ | [removed: 6.40] [added: 5.79] | |

| Dividends declared per common share | | | | | | $ | [removed: 1.53] [added: 1.69] | | | | | $ | [removed: 1.43] [added: 1.53] | | | | | $ | [removed: 1.25] [added: 1.43] | |

| *(In thousands)* | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Foreign currency translation adjustments | | | | | | [removed: 12,910] [added: 7,033] | | | | | | [removed: 3,710] [added: 12,910] | | | | | | [removed: (28,619)] [added: 3,710] | | |

| Prior service (cost) credit arising during the year | | | | | | [removed: (6)] [added: 124] | | | | | | [removed: (148)] [added: (6)] | | | | | | [removed: (45)] [added: (148)] | | |

| Net actuarial [removed: loss] [added: gain (loss)] arising during the year | | | | | | [removed: (21,607)] [added: 25,289] | | | | | | [removed: (63,138)] [added: (21,607)] | | | | | | [removed: (7,783)] [added: (63,138)] | | |

| Amortization of prior service cost | | | | | | [removed: (232)] [added: (304)] | | | | | | [removed: (322)] [added: (232)] | | | | | | (322) | | |

| Amortization of actuarial loss | | | | | | [removed: 12,767] [added: 14,954] | | | | | | [removed: 6,946] [added: 12,767] | | | | | | [removed: 10,536] [added: 6,946] | | |

| Settlement loss recognized | | | | | | [removed: 1,931] [added: 3,187] | | | | | | [removed: 385] [added: 1,931] | | | | | | [removed: 200] [added: 385] | | |

| Total pension and postretirement benefit plans | | | | | | [removed: (7,147)] [added: 43,250] | | | | | | [removed: (56,277)] [added: (7,147)] | | | | | | [removed: 2,586] [added: (56,277)] | | |

| Total other comprehensive income (loss) | | | | | | [removed: 5,763] [added: 50,283] | | | | | | [removed: (52,567)] [added: 5,763] | | | | | | [removed: (26,033)] [added: (52,567)] | | |

| Reclassification due to adoption of ASU [removed: 2018-02] [added: 2014-09] | | | [added: —] | | | [added: | | |] — | | | | | | [added: 4,329 | | | | | |] — | | | | | | [removed: (18,846)] [added: —] | | | [added: | | | 4,329 | | |]

| Total comprehensive income | | | | | | $ | [removed: 255,302] [added: 504,651] | | | | | $ | [removed: 284,524] [added: 255,302] | | | | | $ | [removed: 332,496] [added: 284,524] | |

| October 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| Current assets: | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| [removed: Cash] [added: Cash] and cash equivalents [removed: |] [added: at beginning of year] | | | | | [removed: $] | 208,293 | | | | | [removed: $] | 151,164 | | [added: | | | | 95,678 | | |]

| Receivables - net | | | | | | [removed: 471,873] [added: 489,389] | | | | | | [removed: 530,765] [added: 471,873] | | |

| Inventories - net | | | | | | [removed: 277,033] [added: 327,195] | | | | | | [removed: 283,399] [added: 277,033] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 43,798] [added: 48,282] | | | | | | [removed: 45,867] [added: 43,798] | | |

| | | | | | | $ | 3,790,961 | | | | | $ | 3,674,656 | |

| | | | | | | $ | 3,790,961 | | | | | $ | 3,674,656 | |

| Years ended October 31, 2021, 2020 and 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchase of treasury shares (291,253 shares) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (60,970) | | | | | | (60,970) | | |

| Net income | | | — | | | | | | — | | | | | | 454,368 | | | | | | — | | | | | | — | | | | | | 454,368 | | |

| October 31, 2021 | | | $ | 12,253 | | | | | $ | 585,334 | | | | | $ | 3,265,027 | | | | | $ | (175,835) | | | | | $ | (1,527,649) | | | | | $ | 2,159,130 | |

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

| Years ended October 31, 2021, 2020 and 2019 | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 454,368 | | | | | $ | 249,539 | | | | | $ | 337,091 | |

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

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

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

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

| Other - principally pension plan | | | | | | (73,691) | | | | | | 1,818 | | | | | | (3,903) | | |

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

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

Revenue recognized over time represented approximately ten percent of our overall consolidated revenues at October 31, 2021 or 2020.

Our primary allowance for credit losses is the allowance for doubtful accounts, which is principally determined based on aging of receivables.

Receivables are exposed to credit risk based on the customers' ability to pay which is influenced by, among other factors, their financial liquidity.

We perform ongoing customer credit evaluation to maintain sufficient allowances for potential credit losses.

Our segments perform credit evaluation and monitoring to estimate and manage credit risk through the review of customer information, credit ratings, approval and monitoring of customer credit limits, and assessment of market conditions.

We may also require prepayments or bank guarantees from customers to mitigate credit risk.

Our receivables are generally short-term in nature with a majority of receivables outstanding less than 90 days.

Accounts receivable balances are written-off against the allowance if deemed uncollectible.

Accounts receivable are net of an allowance for credit losses of $7,552 and $9,045 at October 31, 2021 and October 31, 2020, respectively.

The change in the allowance for expected credit losses includes an immaterial accounting standard adoption impact from ASU 2016-13 of $396 for the twelve months ended October 31, 2021.

The provision for losses on receivables was $32 for the twelve months ended October 31, 2021, respectively, compared to $2,165 for the same periods a year ago, respectively.

The remaining change in the allowance for credit losses is principally related to the write-off of uncollectible accounts.

| Balance at October 31, 2021 | | | $ | (33,389) | | | | | $ | (142,446) | | | | | $ | (175,835) | |

The standard requires judgment and consideration of historical information, current information, and reasonable and supportable forecasts, as well as the impact of any prepayments.

In addition, we reviewed our business processes and controls to support the recognition and disclosure as required under the new standard.

We adopted the new standard on November 1, 2020.

Hosted arrangements deemed to be in scope will follow the capitalization criteria for implementation costs as though they were internal-use computer software.

There may be multiple elements besides the software license (such as: training, future upgrades, data conversion, and other elements) which require the allocation of the contract price to each of the elements; entities are to capitalize only those elements which meet the capitalization criteria.

Capitalized implementation costs are amortized over the term of the hosted arrangement including consideration for renewal or termination options.

In addition, we reviewed our business processes and controls to support the recognition and disclosure as required under the new standard.

the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

Note 4 — Divestiture

The assets and liabilities were presented as held for sale in the Condensed Consolidated Balance Sheets and measured at the lower of carrying value or fair value less cost to sell from October 31, 2021 until the transaction was completed on February 1, 2021.

There were no significant adjustments in 2021 to the loss recognized in 2020.

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

| October 31, 2017 | | | $ | 12,253 | | | | | $ | 412,785 | | | | | $ | 2,164,597 | | | | | $ | (134,435) | | | | | $ | (1,299,707) | | | | | $ | 1,155,493 | |

| Purchase of treasury shares (180,735 shares) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (24,012) | | | | | | (24,012) | | |

| Net income | | | — | | | | | | — | | | | | | 377,375 | | | | | | — | | | | | | — | | | | | | 377,375 | | |

| Reclassification due to adoption of ASU 2018-02 | | | — | | | | | | — | | | | | | 18,846 | | | | | | (18,846) | | | | | | — | | | | | | — | | |

| Other net | | | | | | 1,818 | | | | | | (3,903) | | | | | | 14,367 | | |

| Proceeds from short-term borrowings | | | | | | — | | | | | | — | | | | | | 996 | | |

| Repayment of short-term borrowings | | | | | | — | | | | | | — | | | | | | (1,006) | | |

Previously, these contracts were recognized at the point in time when the shipping terms were satisfied.

Under the new revenue standard, we now recognize revenue for these contracts over time as we satisfy performance obligations because of the continuous transfer of control to the customer.

Revenue recognized over time is not material to our overall Consolidated Financial Statements.

No options were excluded from the calculation of diluted earnings per share in 2018.

| Balance at October 31, 2019 | | | $ | (53,332) | | | | | $ | (178,549) | | | | | $ | (231,881) | |

On November 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Accounting Standards Codification (ASC) 842, “Leases.” This standard requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with a lease term of more than 12 months.

We elected to use the transition option, which allows entities to initially apply the new standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption without restating prior periods.

We elected the practical expedient package related to the identification of leases in contracts, lease classification, and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date.

As we have not reassessed such conclusions, we did not adopt the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated, to separate non-lease components within our lease portfolios, or whether a purchase option will be exercised.

There was not a material cumulative-effect adjustment to our beginning retained earnings for the adoption of this standard.

Upon adoption, we recognized operating right-of-use assets and lease liabilities in our Consolidated Balance Sheet of $130,538 and $134,853 as of November 1, 2019, respectively, and operating right-of-use assets and lease liabilities were $122,125 and $126,235 as of October 31, 2020, respectively.

Refer to Note 11 for further discussion of leases.

The standard does not prescribe a specific method to make an estimate, so the application requires judgment and should consider historical information, current information, and reasonable and supportable forecasts, and includes estimates of prepayment.

New accounting guidance issued and not yet adopted:

The standard will be effective for us beginning November 1, 2021.

Early adoption is permitted.

Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued.

Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis.

We are currently assessing the impact of this standard on our Consolidated Financial Statements.

As of October 31, 2020, the purchase price allocation remains preliminary as we complete our assessments of intangible assets and income taxes.

As of October 31, 2020, the purchase price allocation remains preliminary as we complete our assessment of income taxes.

This acquisition is being reported in our Advanced Technology Solutions segment.

2018 acquisitions

On October 17, 2018, we purchased 100 percent of the outstanding shares of Cladach Nua Teoranta (“Clada”), a Galway, Ireland designer and developer primarily focused on medical balloons and balloon catheters.

Clada’s technologies are used in key applications such as angioplasty and the treatment of vascular disease.

We acquired Clada for an aggregate purchase price of $5,236 which included an earn-out liability of $1,131.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $3,776 and identifiable intangible assets of $697 were recorded.

On January 2, 2018, we purchased 100 percent of the outstanding shares of Sonoscan, Inc. (“Sonoscan”), an Elk Grove Village, Illinois leading designer and manufacturer of acoustic microscopes and sophisticated acoustic micro imaging systems used in a variety of microelectronic, automotive, aerospace and industrial electronic assembly applications.

We acquired Sonoscan for an aggregate purchase price of $46,018, net of $655 of cash.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $22,775 and identifiable intangible assets of $7,910 were recorded.

Therefore, these assets and liabilities have been presented as held for sale in the Consolidated Balance Sheet as of October 31, 2020.

Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell.

Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer (executive vice president and chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15e) as of October 31, [removed: 2020.][added: 2021.]

Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, [removed: 2020] [added: 2021] in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this [removed: Annual Report on Form 10-K.][added: annual report and are incorporated by reference.]

There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Nordson Corporation 75

PART III

Not applicable.

Nordson Corporation 70

PART III

The information required by this Item is incorporated by reference to the captions “Proposal 1: Election of Directors Whose Terms Expire in [removed: 2024”] [added: 2025”] and "Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers, and Large Beneficial Owners—Delinquent Section 16(a) Reports” of our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders.

Information regarding the Audit Committee and Audit Committee financial experts is incorporated by reference to the caption “Committees of the Board of Directors” of our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders.

Information concerning executive officers is contained in Part I of this [added: annual] report under the caption “Information about Our Executive Officers.”

The information required by this Item is incorporated by reference to the “Executive Compensation Discussion and Analysis” section of the definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders, along with the sections captioned “Directors Compensation,” “Summary Compensation for Fiscal Year [removed: 2020,”] [added: 2021,”] “Grants of Plan-Based Awards,” “Outstanding Equity Awards at October 31, [removed: 2020,”] [added: 2021,”] “Stock Option Exercises and Stock Vested Tables,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Benefits Upon Termination or Change of Control,” “CEO Pay Ratio,” "Risks Related to Executive Compensation Policies and Practices," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation" in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers and Large Beneficial Owners” in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders.

Equity Compensation [removed: Table][added: Plan Information]

The following table sets forth [added: (in whole shares)] information regarding equity compensation plans in effect as of October 31, [removed: 2020:][added: 2021:]

| Plan category | | | | | | Number of securities to be issued upon exercise of outstanding options, warrants and [removed: rights] [added: rights (1)] | | | | | | Weighted-average exercise price of outstanding options, warrants and [removed: rights] [added: rights (2)] | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first reporting [removed: column)] [added: column) (3)] | | |

| Equity compensation plans approved by security holders | | | | | | [removed: 1,787] [added: 1,628,707] | | | | | | $ | [removed: 97.74] [added: 130.93] | | | | | [removed: 1,888] [added: 2,253,249] | | |

Nordson Corporation [removed: 76][added: 71]

| Total | | | | | | 1,628,707 | | | | | | $ | 130.93 | | | | | 2,253,249 | | |

(1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards at their maximum payout level.

(2) Full value equity awards such as performance share incentive awards are not taken into account in the weighted-average price, as such awards have no exercise price.

(3) As of October 31, 2021, includes shares available for future issuance under the 2021 Plan, including for awards other than options, warrants and rights.

| Total | | | | | | 1,787 | | | | | | $ | 97.74 | | | | | 1,888 | | |

The information required by this Item is incorporated by reference to the captions “Corporate Governance—Director Independence” and “Corporate Governance—Review of Transactions with Related Persons” in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption “Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm—Fees Paid to Ernst & Young LLP” and the caption “Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm—Pre-Approval of Audit and Non-Audit Services” in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders.

Nordson Corporation [removed: 77][added: 72]

The following are filed as part of this [added: annual] report:

Consolidated Statements of Income for each of the three years in the period ended October 31, [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2020][added: 2021]

Consolidated Balance Sheets as of October 31, [removed: 2020] [added: 2021] and October 31, [removed: 2019][added: 2020]

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, [removed: 2020][added: 2021]

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended October 31, [removed: 2020.][added: 2021.]

The exhibits listed on the accompanying index to exhibits are filed as part of this [removed: Annual Report on Form 10-K.][added: annual report.]

Nordson Corporation [removed: 78][added: 73]

| 4-m | | | | | | [Amended and Restated Note Purchase Agreement [removed: and](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx4m.htm) [Private] [added: and Private] Shelf Agreement for $200 million, dated [removed: October](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx4m.htm) [29, 2020](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx4m.htm) [between] [added: October 29, 2020 between] Nordson Corporation and New York Life Investment Management [removed: LLC](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx4m.htm)] [added: LLC](http://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx4m.htm)] | | |

| 10-c-1 | | | | | | [Form of Indemnity Agreement between the Registrant and Directors, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2016)*](http://www.sec.gov/Archives/edgar/data/72331/000156459016030237/ndsn-ex10c1_167.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/72331/000156459016030237/ndsn-ex10c1_167.htm)] | | |

| 10-c-2 | | | | | | [Form of Indemnity Agreement between the Registrant and Executive Officers, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2016)*](http://www.sec.gov/Archives/edgar/data/72331/000156459016030237/ndsn-ex10c2_166.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/72331/000156459016030237/ndsn-ex10c2_166.htm)] | | |

Nordson Corporation [removed: 79][added: 74]

| (21) | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx21.htm)] | | |

| (23) | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx23.htm)] | | |

| (24) | | | | | | [Power of Attorney (included on the signature page to this Annual Report on Form [removed: 10-K)](#ibc9b182fdd384ad3862872c12a18e216_295)] [added: 10-K)](#i7a6defc565b94937a47db8597128a863_268)] | | |

| [removed: 31.1] [added: [31.1](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx311.htm)] | | | | | | [Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx311.htm)] | | |

| [removed: 31.2] [added: [31.2](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx312.htm)] | | | | | | [Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx312.htm)] | | |

| [removed: 32.1] [added: [32.1](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx321.htm)] | | | | | | [Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx321.htm)] (furnished herewith) | | |

| [removed: 32.2] [added: [32.2](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx322.htm)] | | | | | | [Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx322.htm)] (furnished herewith) | | |

Nordson Corporation [removed: 80][added: 75]

| 101 | | | | | | The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, [removed: 2020,] [added: 2021,] formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income for the years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] (iii) the Consolidated Balance Sheets at October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] (v) the Consolidated Statements of Cash Flows for the years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] and (vi) the Notes to Consolidated Financial Statements. | | |

| 104 | | | | | | The cover page from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, [removed: 2020,] [added: 2021,] formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). | | |

The Registrant will provide a copy of any omitted schedule to the [removed: Securities and Exchange Commission] [added: SEC] or its staff upon request.

[Table](#i7a6defc565b94937a47db8597128a863_7) [](#i7a6defc565b94937a47db8597128a863_7) [Table of Contents](#i7a6defc565b94937a47db8597128a863_7)

| 10-e-4 | | | | | | [Nordson Corporation 2005 Excess Defined Benefit Pension Plan (First Amendment Effective July 9, 2009 filed herewith)*](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm) | | |

| 10-e-5 | | | | | | [Nordson Corporation 2005 Excess Defined Benefit Pension Plan (Second Amendment Effective July 1, 2021 filed herewith)*](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm) | | |

| 10-g-8 | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 8-K dated March 2, 2021)*](http://www.sec.gov/Archives/edgar/data/72331/000119312521094330/d72259dex101.htm) | | |

| 10-g-9 | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Key Employees (incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated April 19, 2021)*](http://www.sec.gov/Archives/edgar/data/72331/000119312521126608/d147962dex101.htm) | | |

| 10-g-10 | | | | | | Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated April 19, 2021)* | | |

| 10-m | | | | | | [Separation agreement between John J. Keane and Nordson Corporation, effective February 1, 2021 (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 10-Q dated March 4, 2021)](http://www.sec.gov/Archives/edgar/data/72331/000007233121000023/agreement.htm) | | |

Nordson Corporation [removed: 81][added: 76]

| Date: December [removed: 18, 2020] [added: 17, 2021] | | | By: | | | /s/ Joseph P. Kelley | | |

Nordson Corporation [removed: 82][added: 77]

| /s/ Sundaram Nagarajan | | | Director, President and Chief Executive Officer (Principal Executive Officer) | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Joseph P. Kelley | | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Michael J. Merriman, Jr. | | | Chair of the Board | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Dr. John A. DeFord | | | Director | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Arthur L. George, Jr. | | | Director | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Frank M. Jaehnert | | | Director | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Ginger M. Jones | | | Director | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Jennifer A. Parmentier | | | Director | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Mary G. Puma | | | Director | | | December [removed: 18, 2020] [added: 17, 2021] | | |

| /s/ Victor L. Richey, Jr. | | | Director | | | December [removed: 18, 2020] [added: 17, 2021] | | |

Nordson Corporation [removed: 83][added: 78]

| 2020 | | | [removed: $] [added: $] | [removed: 9,801] [added: 9,801] | | | | | [removed: 2,165] [added: 2,165] | | | | | | [removed: 3,074] [added: 3,074] | | | | | | [removed: 153] [added: 153] | | | | | | [removed: $] [added: $] | [removed: 9,045] [added: 9,045] | |