Nordson (NDSN) 10-K risk factor changes: FY2022 vs FY2021

You should consider these risk factors in connection with evaluating the forward-looking statements contained in this [removed: Annual Report on Form 10-K] [added: annual report] because these factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements.

[removed: The] [added: We continue to actively monitor the evolving circumstances and impact of the] COVID-19 [removed: pandemic] [added: pandemic, which] has negatively [removed: disrupted our ability to operate, results of operations, financial condition, liquidity and capital investments,] [added: disrupted,] and may continue to [removed: have a negative impact, which could be material.][added: negatively disrupt, our business and results of operations in the future.]

[removed: The] [added: The] COVID-19 pandemic has negatively disrupted, and may continue to negatively [removed: impact,] [added: disrupt,] our [removed: business.][added: business and results of operations.]

[removed: While we have continued to operate during the course of] [added: Throughout] the COVID-19 [removed: pandemic in all of our production facilities and] [added: pandemic, we] have [removed: supported] [added: supported, and continue to support,] multiple “critical infrastructure” sectors by manufacturing materials and products needed for medical supply chains, packaging, transportation, energy, communications, and other critical infrastructure [removed: industries, we have experienced unfavorable impacts on our manufacturing efficiencies due to the implementation of worker safety measures and cost increases from COVID-19 pandemic-related supply disruptions.][added: industries.]

The full extent [removed: to which] [added: of] the COVID-19 pandemic [removed: will impact] [added: on] our [removed: business going forward] [added: operations and the markets we serve remains highly uncertain and] will depend [added: largely] on future developments [removed: that are highly uncertain and cannot be accurately predicted, including, but not limited to, the duration and severity of] [added: related to] the COVID-19 pandemic, [added: including infection rates increasing or returning in various geographic areas,] variations of COVID-19, [added: 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, [added: and] the widespread distribution and acceptance of an effective vaccine, [removed: and the extent and severity of the impact on our customers, operations, and suppliers, all of which are uncertain and cannot be predicted.][added: among other things.]

In [removed: 2021,] [added: 2022,] approximately 33 percent of our revenue was generated in the United States, while approximately 67 percent was generated outside the United States.

The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world [added: and the conflict between Russia and Ukraine] have to date negatively impacted the global economy and created significant volatility and disruption of financial markets.

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

Further, the level of impact from the COVID-19 pandemic and the reactions of governmental authorities and others thereto [added: as well as the conflict between Russia and Ukraine] may have significant adverse effects on international trade policy.

A significant portion of our consolidated revenues in [removed: 2021] [added: 2022] were generated in currencies other than the United States dollar, which is our reporting currency.

have caused and [removed: will] [added: may] continue to cause foreign currency transaction and translation [removed: gains and losses,] [added: movements,] which historically have been material and could continue to be material.

We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where [removed: available,] [added: applicable,] but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations.

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

Future adverse consequences arising from the COVID-19 [removed: pandemic] [added: pandemic, the conflict between Russia] and [added: Ukraine, and] Brexit may include continued volatility in exchange rates.

A disruption in, shortage of, or price increases for, supply of our components and raw materials may adversely impact our [removed: operations.][added: business, financial condition, results of operations and cash flows.]

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 [removed: suppliers,] [added: suppliers and] changes in exchange rates and prevailing price levels, including as a result of inflation.

In addition, our facilities, supply chains, distribution [removed: systems,] [added: systems] and products may be impacted by natural or man-made disruptions, including armed conflict, demand surges, damaging weather or other acts of [removed: nature,] [added: nature (including weather or other acts of nature caused by climate change),] pandemics or other public health crises.

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

[removed: We cannot offer assurances that any of these initiatives will be beneficial to the extent] anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.

Political conditions in [added: and between] the [removed: U.S.] [added: United States] and foreign countries in which we operate could adversely affect us.

Both sales from international operations and export sales are subject [removed: in] [added: to] varying degrees [removed: to] [added: of] risks inherent in doing business outside the United States.

- threats of war, terrorism or governmental [removed: instability;][added: instability, including the conflict between Russia and Ukraine;]

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

Increased global [removed: IT] [added: information technology] security [removed: threats and] [added: threats,] more sophisticated and targeted computer crime [added: and cyberterrorism] pose a risk to the security of our systems and networks and those of our third-party service providers and the confidentiality, availability and integrity of our data.

[removed: The techniques used by criminals to obtain unauthorized access to sensitive data] change frequently and often are not recognizable until launched against a target.

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

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

If we do not realize the expected benefits of any divestiture transaction, our consolidated financial position, results of [removed: operations,] [added: operations] and cash flows could be negatively impacted.

In addition, divestitures of businesses involve a number of risks, including significant costs and expenses, the loss of customer [removed: relationships,] [added: relationships] and a decrease in revenues and earnings associated with the divested business.

In addition, we cannot assure that any acquisition, [added: including the recent acquisition of CyberOptics,] once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.

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 [removed: price and market capitalization declines, or if future cash flow estimates decline, we could incur, under current applicable]

[added: price and market capitalization declines, or if future cash flow estimates decline, we could incur, under current applicable] accounting rules, a non-cash charge to operating earnings for goodwill impairment.

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

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

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

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 [removed: costs.]

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

Our inability to comply with our existing credit facilities’ restrictive covenants or to access additional sources of capital could impede [added: our] growth or the repayment or refinancing of existing indebtedness.

In addition, depending on market conditions and our financial performance, neither debt nor equity financing may be available on [removed: satisfactory terms or at all.]

[removed: At] [added: As of] October 31, [removed: 2021,] [added: 2022,] we had [removed: $815,897] [added: $738,822] of total debt [removed: and notes payable] outstanding, of which [removed: 38] [added: 35] percent was priced at interest rates that float with the market.

You should not interpret the disclosure of any risk factor to imply that the risk factor has not already materialized.

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

facilities, having taken the recommended public health measures to ensure worker and workplace safety.

As a result, there have been unfavorable impacts on our manufacturing efficiencies.

For example, in the second quarter of 2022, our revenue growth in Asia-Pacific was negatively impacted by COVID-19 lockdowns in China.

COVID-19 lockdown restrictions in China continue to be implemented from time to time.

These developments are constantly evolving and cannot be accurately predicted.

The COVID-19 pandemic and the conflict between Russia and Ukraine have negatively impacted, and may continue to negatively impact, the availability and prices for raw materials, parts, and components.

We cannot offer assurances that any of these initiatives will be beneficial to the extent

The techniques used by criminals to obtain unauthorized access to sensitive data

For example, in November 2022, we completed our acquisition of CyberOptics.

Our global operations are subject to increasingly complex environmental regulatory requirements, and compliance with evolving environmental regulatory requirements could negatively impact our business, capital expenditures, results of operations, financial condition and competitive position.

costs.

Expectations relating to environmental, social and governance considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.

We make statements about our environmental, social and governance goals and initiatives through information provided on our website, press statements and other communications, including through our ESG Report.

Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control.

In addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve over time.

Stakeholders also may have very different views on where environmental, social and governance focus should be placed, including differing views of regulators in various jurisdictions in which we operate.

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.

satisfactory terms or at all.

Risks Related to the COVID-19 pandemic

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

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

Governments around the world have implemented various measures 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 utilized fiscal and monetary stimulus measures to attempt to counteract the impacts of the COVID-19 pandemic.

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

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

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

The magnitude and overall effectiveness of these actions remain uncertain.

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

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

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

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

Additionally, the interest rates on some of our debt is tied to LIBOR.

In July 2017, the head of the United Kingdom’s Financial Conduct Authority announced its intention to phase out the use of LIBOR by June 2023.

The uncertainty regarding the transition from LIBOR to another benchmark rate or rates could have adverse impacts on our available debt that currently uses LIBOR as a benchmark rate, and ultimately, adversely affect our financial condition and results of operations.

We did not record any goodwill impairment charges in [removed: 2021.][added: 2022.]

The discounted cash flow method (Income Approach) uses assumptions for revenue growth, operating [removed: margin,] [added: margin] and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends.

For [removed: 2021,] [added: 2022,] the WACC rates used ranged from [removed: 7.5] [added: 8.3] percent to [removed: 10.0] [added: 11.0] percent depending upon the reporting unit's size, end market [removed: volatility,] [added: volatility] and projection risk.

In [removed: 2021, 2020,] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] the results of our annual impairment tests indicated no impairment.

Based on the results shown in the table below and based on our measurement date of August 1, [removed: 2021,] [added: 2022,] our conclusion is that no goodwill was impaired in [removed: 2021.][added: 2022.]

| Industrial Precision Solutions Segment - Industrial Coating Systems | | | [removed: 10.0%] [added: 11.0%] | | | | | | [removed: 982%] [added: 745%] | | | | | | $ | [removed: 24,058] [added: 24,083] | |

| Advanced Technology Solutions Segment - Electronics Systems | | | [removed: 8.0%] [added: 9.5%] | | | | | | [removed: 404%] [added: 497%] | | | | | | $ | [removed: 28,014] [added: 27,110] | |

| Advanced Technology Solutions Segment - Test & Inspection | | | [removed: 10.0%] [added: 11.0%] | | | | | | [removed: 287%] [added: 354%] | | | | | | $ | [removed: 95,290] [added: 87,248] | |

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was [removed: 3.02] [added: 5.70] percent at October 31, [removed: 2021] [added: 2022] and [removed: 2.85] [added: 3.02] percent at October 31, [removed: 2020.][added: 2021.]

The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 5.75 percent in both [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was [added: 4.30 percent and] 4.00 percent at [removed: both] October 31, [removed: 2021] [added: 2022] and October 31, [removed: 2020.][added: 2021, respectively.]

| Effect on total net periodic pension cost in [removed: 2021] [added: 2022] | | | $ | [removed: (7,223)] [added: (6,706)] | | | | | $ | [removed: 9,334] [added: 8,128] | | | | | | | | | | | | | |

| Effect on total net periodic pension cost in [removed: 2021] [added: 2022] | | | $ | [removed: (4,468)] [added: (5,094)] | | | | | $ | [removed: 4,467] [added: 4,994] | | | | | | | | | | | | | |

| Effect on total net periodic pension cost in [removed: 2021] [added: 2022] | | | $ | [removed: 6,663] [added: 5,654] | | | | | $ | [removed: (5,794)] [added: (4,965)] | | | | | | | | | | | | | |

| Effect on pension obligation as of October 31, [removed: 2021] [added: 2022] | | | $ | [removed: 32,240] [added: (39,523)] | | | | | $ | [removed: (28,702)] [added: 48,781] | | | | | | | | | | | | | |

Below is a detailed discussion comparison of our results of operations for the fiscal years ended October 31, [added: 2022 and October 31,] 2021 [added: as well as a comparison of sales] and [added: segment results for fiscal years] October 31, [removed: 2020.][added: 2021 and October 31, 2020 due to our change in operating segments and geographic regions.]

For a discussion of [added: other] changes from the fiscal year ended October 31, [removed: 2020] [added: 2021] to the fiscal year ended October 31, [removed: 2019,] [added: 2020,] refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2020.][added: 2021.]

As [added: such, our geographical regions as] used throughout this annual [removed: report, geographic regions] [added: report] include the Americas [removed: (Canada,] [added: (United States, Canada,] Mexico and Central and South America), Asia Pacific [removed: (excluding Japan), Europe, Japan,] [added: (including Japan)] and [removed: the United States.][added: Europe.]

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

Sales outside the United States accounted for [removed: 66.6] [added: 66.8] percent of total sales in [removed: 2021,] [added: 2022,] as compared to [removed: 64.4] [added: 66.6] percent in [removed: 2020.][added: 2021.]

The increase in sales consisted of a [removed: 8.3] [added: 11.4] percent [removed: increase in] [added: organic] sales volume [added: increase and favorable currency effects of 5.7 percent,] partially offset by a [removed: 3.8] [added: 2.0] percent decrease from acquisitions and divestitures.

Sales in the Asia Pacific region were [removed: $668,035,] [added: $775,607,] an increase of [removed: 19.1] [added: 12.8] percent from 2020, with [added: organic sales] volume increasing [removed: 16.7] [added: 11.8] percent and favorable currency effects of [removed: 4.2 percent.][added: 3.3 percent, partially offset by a net 2.3 percent decrease from acquisitions and divestitures.]

[removed: The increase in sales] consisted of a [removed: 11.4] [added: 10.7] percent [added: organic sales] volume increase and [removed: favorable currency effects of 5.7 percent partially offset by] a [removed: 2.0] [added: net 3.9] percent [removed: decrease] [added: increase] from acquisitions and [removed: divestitures.][added: divestitures, partially offset by unfavorable currency effects of 10.0 percent.]

[removed: In] [added: On a geographic basis, sales in] the Americas [removed: region, sales] [added: region] were [removed: $179,807,] [added: $969,110,] an increase of [removed: 27.1] [added: 8.0] percent from 2020, with [added: organic sales] volume increasing [removed: 24.4 percent,] [added: 10.7 percent and a] favorable currency [removed: effects] [added: effect] of [removed: 1.8 percent and] [added: 0.4 percent, partially offset by] a [removed: 0.9] [added: net 3.0] percent [removed: increase] [added: decrease] from acquisitions and divestitures.

Cost of sales were [removed: $1,038,129] [added: $1,163,742] in [removed: 2021,] [added: 2022,] up [removed: 4.8] [added: 12.1] percent from [removed: $990,632] [added: $1,038,129] in [removed: 2020.][added: 2021.]

Gross profit, expressed as a percentage of sales, [removed: increased] [added: decreased] to [removed: 56.1] [added: 55.1] percent in [removed: 2021] [added: 2022] from [removed: 53.3] [added: 56.1] percent in [removed: 2020.][added: 2021.]

Selling and administrative expenses were [removed: $708,953] [added: $724,176] in [removed: 2021,] [added: 2022,] up from [removed: $693,552] [added: $708,953] in [removed: 2020.][added: 2021.]

Selling and administrative expenses as a percentage of sales decreased to [removed: 30.0] [added: 28.0] percent in [removed: 2021] [added: 2022] from [removed: 32.7] [added: 30.0] percent in [removed: 2020.][added: 2021.]

Operating profit as a percentage of sales increased to [removed: 26.0] [added: 30.9] percent in 2021 compared to [removed: 16.5] [added: 26.6] percent in 2020.

Operating margins for each segment were [removed: favorably] [added: unfavorably] impacted by a [removed: weaker] [added: stronger] dollar primarily against [removed: the Euro, Chinese Yuan, and Mexican Peso] [added: all major currencies] during [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]

Other [removed: expense] [added: income] in [removed: 2021] [added: 2022] was [removed: $17,610] [added: $8,527] compared to other expense of [removed: $17,577] [added: $17,610] in [removed: 2020.][added: 2021.]

Included in [removed: 2021’s] [added: the prior year’s] other expense were pension costs of [removed: $9,484] [added: 9,484] and $5,926 in foreign currency losses.

Income tax expense in [removed: 2021] [added: 2022] was [removed: $119,808,] [added: $136,176,] or [removed: 20.9] [added: 21.0] percent of pre-tax income, as compared to [removed: $51,950,] [added: $119,808,] or [removed: 17.2] [added: 20.9] percent of pre-tax income in [removed: 2020.][added: 2021.]

[removed: The] [added: Our] income tax provision for 2021 included a tax benefit of $5,982 due to our share-based payment transactions.

[removed: Our] [added: The] income tax provision for [removed: 2020] [added: 2022] included a tax benefit of [removed: $15,661] [added: $3,273] due to our share-based payment transactions.

Net income was [removed: $454,368,] [added: $513,103,] or [removed: $7.74] [added: $8.81] per diluted share, in [removed: 2021,] [added: 2022,] compared to net income of [removed: $249,539,] [added: $454,368,] or [removed: $4.27] [added: $7.74] per diluted share, in [removed: 2020.][added: 2021.]

This represented a [removed: 82.1] [added: 12.9] percent increase in net income and a [removed: 81.3] [added: 13.8] percent increase in diluted earnings per share.

The [removed: remaining] increase of [removed: $2.24] [added: $1.07] per diluted share was primarily driven by sales [removed: growth] [added: growth, strong gross margins] and [removed: mix improvement.][added: selling and administrative expense leverage.]

Sales of the Advanced Technology Solutions segment were [removed: $1,115,262] [added: $473,608] in 2021, an increase of [removed: 14.1] [added: 14.7] percent from 2020 sales of [removed: $977,677.][added: $412,778.]

The increase was the result of an organic sales volume increase of [removed: 10.9 percent,] [added: 12.4 percent and] favorable currency effects that increased sales by [removed: 1.9 percent and a 1.3 percent increase from acquisitions.][added: 2.3 percent.]

Effective in the fourth quarter of 2022, we realigned our former two operating segments into three: Industrial Precision Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions.

Previously, Advanced Technology Solutions was comprised of Medical and Fluid Solutions and the former Advanced Technology Solutions.

Our segment change did not have any impact on our reporting units.

Nordson Corporation 23

| Industrial Precision Solutions Segment - Adhesives | | | 8.3% | | | | | | 619% | | | | | | $ | 501,082 | |

| Medical and Fluid Solutions Segment - Fluid Management | | | 9.5% | | | | | | 237% | | | | | | $ | 1,713,531 | |

| Effect on pension obligation as of October 31, 2022 | | | $ | 16,488 | | | | | $ | (14,861) | | | | | | | | | | | | | |

CyberOptics Acquisition

On November 3, 2022, the Company completed the acquisition of CyberOptics Corporation (“CyberOptics”) pursuant to the terms of the Agreement and Plan of Merger, dated as of August 7, 2022, by and among the Company, Meta Merger Company and CyberOptics.

CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology solutions.

The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that expands our product offering in the semiconductor and electronics industries and will be reported in our Advanced Technology Solutions segment.

The all-cash transaction of approximately $380,000, net of cash acquired, was funded using our revolving credit facility and is not expected to have a material impact on our Consolidated Financial Statements

Results of Operations

Effective in the fourth quarter of 2022, we realigned and separated our two former operating segments into the following three operating segments: Industrial Precision Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions.

Previously, Advanced Technology Solutions was comprised of Medical and Fluid Solutions and the former Advanced Technology Solutions.

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

We made these changes to realign our management team and our operating segments.

We believe this realignment gives us better visibility into our medical and electronics platforms, which have grown significantly through both organic and acquisitive opportunities, including through the recent acquisition of CyberOptics.

We also believe that the three revised operating segments better reflect how we now manage the Company, allocate resources and assess performance of the businesses.

We also revised our geographic regions, such that the United States and Japan are now included in the Americas and Asia Pacific regions, respectively.

2022 compared to 2021

Worldwide sales for 2022 were $2,590,278, an increase of 9.7 percent from 2021 sales of $2,362,209.

The increase consisted of a 10.8 percent improvement in organic sales, inclusive of pricing to offset inflation, and a net 3.3 percent increase from acquisitions and divestitures, partially offset by unfavorable currency translation effects that decreased sales by 4.4 percent.

On a geographic basis, sales in the Americas region were $1,096,596, an increase of 13.2 percent from 2021, with sales volume increasing 10.9 percent and a net 2.8 percent increase from acquisitions and divestitures, partially offset by unfavorable currency effect of 0.5 percent.

Sales in the Asia Pacific region were $848,079, an increase of 9.3 percent from 2021, with sales volume increasing 11.0 percent and a net 3.2 percent increase from acquisitions and divestitures, partially offset by unfavorable currency effects of 4.9 percent.

Sales in Europe were $645,603, an increase of 4.6 percent from 2021.

The increase in sales

The 1.0 percentage point decrease in gross margin was driven by the impact of passing through inflationary cost increases, partially offset by a favorable divestiture impact.

The 2.1 percent increase was driven by a 5.3 percent first-year effect of an acquisition impact and base business growth of 0.3 percentage points, partially offset by favorable currency translation effects which decreased costs 3.5 percentage points.

The 2.0 percentage point decrease was due primarily to sales growth leverage.

Operating profit as a percentage of sales increased to 27.1 percent in 2022 compared to 26.0 percent in 2021.

The 1.1 percent increase in operating margin was primarily driven by selling and administrative expense leverage due to the 10.8 percent increase in organic sales, partially offset by the impact of passing through inflationary cost increases.

Interest expense in 2022 was $22,413, a decrease of $3,078, or 12.1 percent, from 2021.

During 2022, the Company recognized non-cash pension settlement charges of $41,221 related to the purchase of an annuity contract to relieve the Company of certain U.S. pension benefit obligations.

Included in other income in 2022 were $6,270 in net foreign currency gains.

Sales of the Industrial Precision Solutions segment were $1,337,242 in 2022, an increase of 7.2 percent, from 2021 sales of $1,246,947.

The increase was the result of an organic sales increase of 7.0 percent and a net acquisition / divestiture impact of 6.1 percent, partially offset by unfavorable currency effects of 5.9 percent.

Organic sales growth occurred in all product lines, except nonwovens.

Sales growth was generally strong across all product lines and in all regions, except for nonwovens which had sales declines in all regions.

Operating profit as a percentage of sales decreased to 32.5 percent in 2022 compared to 33.2 percent in 2021.

Our reporting units are one level below the Industrial Precision Solutions segment, and one level below the Advanced Technology Solutions segment.

| Industrial Precision Solutions Segment - Adhesives | | | 7.5% | | | | | | 865% | | | | | | $ | 393,900 | |

| Advanced Technology Solutions Segment - Fluid Management | | | 8.0% | | | | | | 215% | | | | | | $ | 1,177,303 | |

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

On a geographic basis, sales in the United States were $789,303, an increase of 4.5 percent from 2020.

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

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.

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 the prior year’s other expense were pension costs of $13,683 and $1,532 in foreign currency losses.

Net income in 2020 included a non-cash, assets held for sale impairment charge of $87,371 related to our commitment to sell our screws and barrels product line within the Adhesives reporting unit under our Industrial Precision Solutions segment and the tax benefit of the impairment was $15,254.

A portion of the impairment charge did not have related tax benefits.

Net income in 2020 included a non-cash, assets held for sale impairment charge net of tax $72,117 related to the sale of the screws and barrels product line within the Adhesives reporting unit under our Industrial Precision Solutions segment.

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.

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.

In the current year, no cash was used for acquisitions compared to $142,414 used in the prior 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.

Contractual Obligations

| 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 | |

Outlook

We are optimistic about our long-term growth opportunities in the diverse end markets we serve.

We also support our customers with parts and consumables, so a significant percentage of our revenue is recurring.

The combination of the Company's core strength in the direct-sales model and product innovation, combined with the Ascend Strategy, should deliver sustainable profitable growth.

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

Refer to Note 2 to the Consolidated Financial Statements for further discussion of recently issued accounting standards.

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

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

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

| At October 31, [removed: 2020 | | | 2021 | | | | | | 2022] [added: 2022] | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | [removed: Thereafter | | | | | | Total Value | | | | | | Fair Value | | | | | |] [added: 2026] | | | | | | [added: 2027] | | | | | | [added: Thereafter] | | | | | | [added: Total Value] | | | | | | [added: Fair Value] | | |

| Average interest rate on total borrowings outstanding during the year | | | [removed: 3.6%] | | | [removed: | | | 3.7% | | | | | | 3.7% | | | | | | 3.8% | | | | | | 3.9% | | | | | | 4.0%] [added: 3.7%] | | | | | | [removed: 3.6%] [added: 3.8%] | | | | | | [added: 3.9%] | | | | | | [added: 4.0%] | | | | | | [added: 4.0%] | | | | | | [added: 4.1%] | | | | | | [added: 3.7%] | | | | | | | | |

We also have variable-rate [removed: notes payable and] long-term debt.

The weighted average interest rate of this variable-rate debt was [removed: 0.71] [added: 1.74] percent at October 31, [removed: 2021] [added: 2022] and [removed: 0.76] [added: 0.71] percent at October 31, [removed: 2020.][added: 2021.]

A one percent increase in interest rates would have resulted in additional interest expense of approximately [removed: $3,982] [added: $2,841] on the variable rate [removed: notes payable and] long-term debt in [removed: 2021.][added: 2022.]

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

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

| Annual repayments of long-term debt | | | | | | $130,643 | | | | | | $110,643 | | | | | | $85,642 | | | | | | $50,000 | | | | | | $10,000 | | | | | | $90,000 | | | | | | $476,928 | | | | | | $452,879 | | |

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

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

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

Other transactions denominated in foreign currencies are designated as hedges of our net investments in foreign subsidiaries or are intercompany transactions of a long-term investment nature.

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

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

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

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

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

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

Consistent with this global strategy, approximately 67 percent of our revenues were generated outside the United States in [removed: 2021.][added: 2022.]

We have [removed: 6,813] [added: 7,331] employees worldwide.

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

We strive to be a vital, self-renewing, worldwide organization that, within the framework of ethical behavior and enlightened citizenship, grows and produces wealth for our customers, employees, [removed: shareholders,] [added: shareholders] and communities.

In 2021, we launched the Ascend strategy, which is designed to deliver top tier revenue growth with [removed: attractive] [added: leading] margins and returns.

We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies, and [removed: by] leveraging existing technology into new applications.

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

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

We are committed to contributing approximately five percent of domestic pretax earnings to [added: education,] human welfare [removed: services, education] [added: services] and other charitable activities, particularly in communities where we have significant operations.

Through the Nordson Corporation Foundation (the “Foundation”), we give back by providing grants to nonprofits in communities where we have facilities employing [removed: more than] [added: approximately] 100 people.

Since 1989, we have donated more than [removed: $135] [added: $148] million to communities where we live and work.

In addition, our employees volunteered more than [removed: 106,000] [added: 107,000] hours through our Time ‘N Talent [removed: program.][added: and Dollars for Doers programs.]

In [removed: 2021,] [added: 2022,] no single customer accounted for ten percent or more of sales.

This segment delivers proprietary dispensing and [added: material] processing [removed: technology] [added: technology, as well as measurement, inspection and control solutions] to diverse end markets.

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

Key strategic markets include adult incontinence products, baby diapers and child-training pants, [removed: feminine] hygiene products and surgical drapes, gowns, shoe covers and face masks.

Key strategic markets include [added: packaging for] food and [removed: beverage packaging,] [added: beverage,] pharmaceutical [removed: packaging,] and other consumer [removed: goods packaging.][added: goods.]

This segment integrates our proprietary product technologies [removed: found in] [added: into the] progressive stages of a customer’s production processes, such as surface treatment, precisely controlled dispensing of material and [added: pre- and] post-dispense test and inspection to ensure quality.

This segment predominantly serves customers in the [removed: electronics, medical and related high-tech industrial] [added: electronics end] markets.

- [removed: Fluid] [added: Fluid] Management – Precision manual and semi-automated [removed: dispensers, minimally invasive interventional delivery devices,] [added: dispensers] and highly engineered single-use plastic molded syringes, cartridges, [removed: tips,] [added: tips and] fluid connection [removed: components, tubing, balloons, and catheters.][added: components.]

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

Key strategic markets include [removed: medical, consumer goods,] electronics, [removed: and] industrial [removed: assembly.][added: and animal health.]

[removed: All] [added: Most] significant raw materials that we use are available through multiple sources.

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

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

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

Our worldwide intellectual property portfolio is strengthened through innovation and brand recognition, and [removed: a] [added: our] comprehensive approach for protection and enforcement.

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

Accordingly, [added: fiscal] first quarter sales volume is typically the lowest of the year due to timing of customers’ capital spending programs and customer holiday shutdowns.

However, [removed: COVID-19,] [added: the COVID-19 pandemic,] supply chain [removed: disruptions related to COVID-19] [added: disruptions, historic backlog] and other unusual events have impacted this historical trend to a degree.

[added: 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.

We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as [added: global] service and technical support.

We are also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those [removed: related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.]

Compliance with federal, state, local and foreign environmental protection laws during [removed: 2021] [added: 2022] had no material effect on our capital expenditures, earnings or competitive position.

As of October 31, [removed: 2021,] [added: 2022,] we had [removed: 6,813] [added: 7,331] full-time and part-time employees, including [removed: 141] [added: 128] at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on November [removed: 12, 2022.][added: 16, 2025.]

These programs not only include base wages and incentives in support of our pay for performance culture, but also health, [removed: welfare,] [added: welfare] and retirement benefits.

We focus many programs on employee wellness and have implemented solutions including mental health support access, [removed: telemedicine,] [added: telemedicine] and healthy weight loss programs.

We also maintain a non-qualified, [removed: unfunded,] [added: unfunded] and unsecured deferred compensation plan for the benefit of eligible management employees whose benefits under the Savings Plan are limited by the benefit restrictions of Section 415 of the Internal Revenue Code.

[removed: Participants fully vest in the Salaried] Pension Plan after five years of service.

CyberOptics Acquisition

On November 3, 2022, the Company completed the acquisition of CyberOptics Corporation (“CyberOptics”) pursuant to the terms of the Agreement and Plan of Merger, dated as of August 7, 2022, by and among the Company, Meta Merger Company and CyberOptics.

CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology solutions.

The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that expands our product offering in the semiconductor and electronics industries and will be reported in our Advanced Technology Solutions segment.

The all-cash transaction of approximately $380,000, net of cash acquired, was funded using our revolving credit facility and is not expected to have a material impact on our Consolidated Financial Statements.

The

We also expanded our Matching Gifts program internationally in 2022, which further expands our culture of giving around the world.

Technologies are used for processing polymers, inspection and measurement of food, tubing and films and dispensing adhesives, coatings and sealants.

- Measurement and Control Solutions – In-line measurement sensors, gauges and analyzers using near-infrared, laser, X-ray, optical and nucleonic technologies, as well as proprietary algorithms and software.

These precision applications ensure quality and reliability within the customers’ manufacturing processes.

Key strategic markets include consumer non-durable, film extrusion and converting, cable and tubing and energy storage.

Medical and Fluid Solutions

This segment includes fluid management solutions for medical, high-tech industrial and other diverse end markets.

- Medical *–* Components used for minimally invasive interventional delivery of medical devices, including cannulas, catheters and medical balloons.

Products also include proprietary single-use plastic components in medical applications, including biopharmaceutical, patient care/surgical and diagnostic systems.

While logistics flow continues to improve, we are experiencing much higher costs than pre-pandemic rates due to carrier rate increases, mode changes, fuel costs, port backlog and other factors.

related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.

Participants fully vest in the Salaried

In 2022, we launched a global recognition program that allows managers and peers to recognize the special achievements of others through both written recognition shared on a company awards feed, as well as monetary recognition that allows a recipient to choose a physical gift, gift card or donate the value of their recognition to charity.

Attracting and retaining the best talent relies on our ability to provide a diverse and inclusive workplace, personal and professional growth opportunities, and a rewarding employee experience.

We strive to uphold a culture of shared knowledge, appreciation and success.

Our approach encompasses inclusion awareness and skill-building, intentionality with respect to diversity in our hiring and selection process and performance management and succession planning that recognizes the importance of diversity.

We regularly reflect on our progress and explore opportunities to improve our inclusion and diversity programs, including at the executive leadership and Board levels.

COVID-19 Pandemic Update

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

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

The COVID-19 pandemic, 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.

Throughout the COVID-19 pandemic, we have supported, and continue to support, multiple “critical infrastructure” sectors by manufacturing materials and products needed for medical supply chains, packaging, transportation, energy, communications, and other critical infrastructure industries.

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

We have continued to operate during the COVID-19 pandemic in all our production facilities, having taken the recommended public health measures to ensure worker and workplace safety.

As a result, there have been unfavorable impacts on our manufacturing efficiencies.

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

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

We continue to actively monitor the rapidly evolving circumstances and impact of the COVID-19 pandemic, which has negatively disrupted, and may continue to negatively disrupt, our business and results of operations in the future.

The full extent of the COVID-19 pandemic on our operations and the markets we serve remains highly uncertain and will depend largely on future developments related to the COVID-19 pandemic, including infection rates increasing or returning in various geographic areas, variations of COVID-19, the ultimate duration of the COVID-19 pandemic, actions by government authorities to contain the outbreak or treat its impact, such as reimposing previously lifted measures or putting in place additional restrictions, and the widespread distribution and acceptance of an effective vaccine, among other things.

These developments are constantly evolving and cannot be accurately predicted.

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

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.

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

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

Working Capital Practices

No special or unusual practices affect our working capital.

We generally require advance payments as deposits on customized equipment and systems and, in certain cases, require progress payments during the manufacturing of these products.

We continue to initiate new processes focused on reduction of manufacturing lead times, resulting in lower investment in inventory while maintaining the capability to respond promptly to customer needs.

Potential uses for our equipment include any production processes

Health and Safety

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

We manufacture products deemed essential to critical infrastructure industries, including health and safety, food and agriculture, and energy, and as a result, all of our production sites have continued to operate during the pandemic.

Continuing the best practices that we adopted in 2020, we maintained a safe work environment for our employees by staying true to the recommendations of the World Health Organization, the U.S. Centers for Disease Control and Prevention, and local governments, including taking actions such as:

- Increasing hygiene, cleaning and sanitizing procedures at all locations;

- Providing personal protective equipment, such as masks, available to employees;

- Limiting travel and encouraged quarantine upon return;

- Maintaining our COVID-leave policy encouraging employees to take time off for illness or caretaking while maintaining steady wages;

- Enforcing strict protocols and screening for outside guests; and

- 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.

Together, the Salaried Pension Plan and Excess Defined Benefit Pension Plan are intended to provide executive officers, hired prior to July 1, 2021, with retirement income at a level equivalent to that provided to other employees under the Salaried Pension Plan.

None.

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

For the fiscal year ended October 31, [removed: 2021][added: 2022]

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 [removed: 30, 2021] [added: 29, 2022] was approximately [removed: $12,262,663,905.][added: $12,407,909,520.]

There were [removed: 58,176,606] [added: 57,156,824] Common Shares outstanding as of November 30, [removed: 2021.][added: 2022.]

Portions of the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting - Part III of the Form 10-K

| [Item [removed: 1.](#i7a6defc565b94937a47db8597128a863_13)] [added: 1.](#i0962a6d4fe5b405daf949e0e17c3358b_13)] | | | [removed: [Business](#i7a6defc565b94937a47db8597128a863_13)] [added: [Business](#i0962a6d4fe5b405daf949e0e17c3358b_13)] | | | [removed: [4](#i7a6defc565b94937a47db8597128a863_13)] [added: [4](#i0962a6d4fe5b405daf949e0e17c3358b_13)] | | |

| | | | [General Description of [removed: Business](#i7a6defc565b94937a47db8597128a863_16)] [added: Business](#i0962a6d4fe5b405daf949e0e17c3358b_16)] | | | [removed: [4](#i7a6defc565b94937a47db8597128a863_16)] [added: [4](#i0962a6d4fe5b405daf949e0e17c3358b_16)] | | |

| | | | [Corporate Purpose and [removed: Goals](#i7a6defc565b94937a47db8597128a863_19)] [added: Goals](#i0962a6d4fe5b405daf949e0e17c3358b_19)] | | | [removed: [5](#i7a6defc565b94937a47db8597128a863_19)] [added: [4](#i0962a6d4fe5b405daf949e0e17c3358b_19)] | | |

| | | | [Principal Products and [removed: Uses](#i7a6defc565b94937a47db8597128a863_22)] [added: Uses](#i0962a6d4fe5b405daf949e0e17c3358b_22)] | | | [removed: [5](#i7a6defc565b94937a47db8597128a863_22)] [added: [5](#i0962a6d4fe5b405daf949e0e17c3358b_22)] | | |

| | | | [Manufacturing, Raw [removed: Materials](#i7a6defc565b94937a47db8597128a863_25)] [added: Materials](#i0962a6d4fe5b405daf949e0e17c3358b_25)] and Other Resources | | | [removed: [6](#i7a6defc565b94937a47db8597128a863_25)] [added: [6](#i0962a6d4fe5b405daf949e0e17c3358b_25)] | | |

| | | | [Intellectual [removed: Property](#i7a6defc565b94937a47db8597128a863_28)] [added: Property](#i0962a6d4fe5b405daf949e0e17c3358b_28)] | | | [removed: [7](#i7a6defc565b94937a47db8597128a863_28)] [added: [7](#i0962a6d4fe5b405daf949e0e17c3358b_28)] | | |

| | | | [Seasonal Variation in [removed: Business](#i7a6defc565b94937a47db8597128a863_31)] [added: Business](#i0962a6d4fe5b405daf949e0e17c3358b_31)] | | | [removed: [7](#i7a6defc565b94937a47db8597128a863_31)] [added: [7](#i0962a6d4fe5b405daf949e0e17c3358b_31)] | | |

| | | | [Competitive [removed: Conditions](#i7a6defc565b94937a47db8597128a863_37)] [added: Conditions](#i0962a6d4fe5b405daf949e0e17c3358b_37)] | | | [removed: [7](#i7a6defc565b94937a47db8597128a863_37)] [added: [7](#i0962a6d4fe5b405daf949e0e17c3358b_37)] | | |

| | | | [Compliance with Governmental [removed: Regulations](#i7a6defc565b94937a47db8597128a863_40)] [added: Regulations](#i0962a6d4fe5b405daf949e0e17c3358b_40)] | | | [removed: [8](#i7a6defc565b94937a47db8597128a863_40)] [added: [7](#i0962a6d4fe5b405daf949e0e17c3358b_40)] | | |

| | | | [Human [removed: Capital](#i7a6defc565b94937a47db8597128a863_43)] [added: Capital](#i0962a6d4fe5b405daf949e0e17c3358b_43)] Resources | | | [removed: [8](#i7a6defc565b94937a47db8597128a863_43)] [added: [8](#i0962a6d4fe5b405daf949e0e17c3358b_43)] | | |

| | | | [Available [removed: Information](#i7a6defc565b94937a47db8597128a863_46)] [added: Information](#i0962a6d4fe5b405daf949e0e17c3358b_46)] | | | [removed: [10](#i7a6defc565b94937a47db8597128a863_46)] [added: [9](#i0962a6d4fe5b405daf949e0e17c3358b_46)] | | |

| [Item [removed: 1A.](#i7a6defc565b94937a47db8597128a863_49)] [added: 1A.](#i0962a6d4fe5b405daf949e0e17c3358b_49)] | | | [Risk [removed: Factors](#i7a6defc565b94937a47db8597128a863_49)] [added: Factors](#i0962a6d4fe5b405daf949e0e17c3358b_49)] | | | [removed: [10](#i7a6defc565b94937a47db8597128a863_49)] [added: [9](#i0962a6d4fe5b405daf949e0e17c3358b_49)] | | |

| [Item [removed: 1B.](#i7a6defc565b94937a47db8597128a863_52)] [added: 1B.](#i0962a6d4fe5b405daf949e0e17c3358b_52)] | | | [Unresolved Staff [removed: Comments](#i7a6defc565b94937a47db8597128a863_52)] [added: Comments](#i0962a6d4fe5b405daf949e0e17c3358b_52)] | | | [removed: [18](#i7a6defc565b94937a47db8597128a863_52)] [added: [17](#i0962a6d4fe5b405daf949e0e17c3358b_52)] | | |

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| [Item [removed: 4.](#i7a6defc565b94937a47db8597128a863_61)] [added: 4.](#i0962a6d4fe5b405daf949e0e17c3358b_61)] | | | [Mine Safety [removed: Disclosures](#i7a6defc565b94937a47db8597128a863_61)] [added: Disclosures](#i0962a6d4fe5b405daf949e0e17c3358b_61)] | | | [removed: [20](#i7a6defc565b94937a47db8597128a863_61)] [added: [19](#i0962a6d4fe5b405daf949e0e17c3358b_61)] | | |

| | | | [Information about Our Executive [removed: Officers](#i7a6defc565b94937a47db8597128a863_64)] [added: Officers](#i0962a6d4fe5b405daf949e0e17c3358b_64)] | | | [removed: [21](#i7a6defc565b94937a47db8597128a863_64)] [added: [20](#i0962a6d4fe5b405daf949e0e17c3358b_64)] | | |

| [Item [removed: 5.](#i7a6defc565b94937a47db8597128a863_70)] [added: 5.](#i0962a6d4fe5b405daf949e0e17c3358b_70)] | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7a6defc565b94937a47db8597128a863_70)] [added: Securities](#i0962a6d4fe5b405daf949e0e17c3358b_70)] | | | [removed: [22](#i7a6defc565b94937a47db8597128a863_70)] [added: [21](#i0962a6d4fe5b405daf949e0e17c3358b_70)] | | |

| | | | [Market Information and [removed: Dividends](#i7a6defc565b94937a47db8597128a863_73)] [added: Dividends](#i0962a6d4fe5b405daf949e0e17c3358b_73)] | | | [removed: [22](#i7a6defc565b94937a47db8597128a863_73)] [added: [21](#i0962a6d4fe5b405daf949e0e17c3358b_73)] | | |

| | | | [Performance [removed: Graph](#i7a6defc565b94937a47db8597128a863_76)] [added: Graph](#i0962a6d4fe5b405daf949e0e17c3358b_76)] | | | [removed: [22](#i7a6defc565b94937a47db8597128a863_76)] [added: [21](#i0962a6d4fe5b405daf949e0e17c3358b_76)] | | |

| [Item [removed: 7.](#i7a6defc565b94937a47db8597128a863_82)] [added: 7.](#i0962a6d4fe5b405daf949e0e17c3358b_79)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7a6defc565b94937a47db8597128a863_82)] [added: Operations](#i0962a6d4fe5b405daf949e0e17c3358b_79)] | | | [removed: [24](#i7a6defc565b94937a47db8597128a863_82)] [added: [23](#i0962a6d4fe5b405daf949e0e17c3358b_79)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#i7a6defc565b94937a47db8597128a863_85)] [added: Estimates](#i0962a6d4fe5b405daf949e0e17c3358b_82)] | | | [removed: [24](#i7a6defc565b94937a47db8597128a863_85)] [added: [23](#i0962a6d4fe5b405daf949e0e17c3358b_82)] | | |

| [Item [removed: 7A.](#i7a6defc565b94937a47db8597128a863_118)] [added: 7A.](#i0962a6d4fe5b405daf949e0e17c3358b_109)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7a6defc565b94937a47db8597128a863_118)] [added: Risk](#i0962a6d4fe5b405daf949e0e17c3358b_109)] | | | [removed: [30](#i7a6defc565b94937a47db8597128a863_118)] [added: [30](#i0962a6d4fe5b405daf949e0e17c3358b_109)] | | |

| [Item [removed: 8.](#i7a6defc565b94937a47db8597128a863_121)] [added: 8.](#i0962a6d4fe5b405daf949e0e17c3358b_112)] | | | [Financial Statements and Supplementary [removed: Data](#i7a6defc565b94937a47db8597128a863_121)] [added: Data](#i0962a6d4fe5b405daf949e0e17c3358b_112)] | | | [removed: [31](#i7a6defc565b94937a47db8597128a863_121)] [added: [31](#i0962a6d4fe5b405daf949e0e17c3358b_112)] | | |

| | | | [Consolidated Statements of [removed: Income](#i7a6defc565b94937a47db8597128a863_124)] [added: Income](#i0962a6d4fe5b405daf949e0e17c3358b_115)] | | | [removed: [31](#i7a6defc565b94937a47db8597128a863_124)] [added: [31](#i0962a6d4fe5b405daf949e0e17c3358b_115)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i7a6defc565b94937a47db8597128a863_127)] [added: Income](#i0962a6d4fe5b405daf949e0e17c3358b_118)] | | | [removed: [32](#i7a6defc565b94937a47db8597128a863_127)] [added: [32](#i0962a6d4fe5b405daf949e0e17c3358b_118)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i7a6defc565b94937a47db8597128a863_130)] [added: Sheets](#i0962a6d4fe5b405daf949e0e17c3358b_121)] | | | [removed: [33](#i7a6defc565b94937a47db8597128a863_130)] [added: [33](#i0962a6d4fe5b405daf949e0e17c3358b_121)] | | |

| | | | [Consolidated Statements of Shareholders’ [removed: Equity](#i7a6defc565b94937a47db8597128a863_133)] [added: Equity](#i0962a6d4fe5b405daf949e0e17c3358b_124)] | | | [removed: [34](#i7a6defc565b94937a47db8597128a863_133)] [added: [34](#i0962a6d4fe5b405daf949e0e17c3358b_124)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i7a6defc565b94937a47db8597128a863_136)] [added: Flows](#i0962a6d4fe5b405daf949e0e17c3358b_127)] | | | [removed: [35](#i7a6defc565b94937a47db8597128a863_136)] [added: [35](#i0962a6d4fe5b405daf949e0e17c3358b_127)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i7a6defc565b94937a47db8597128a863_139)] [added: Statements](#i0962a6d4fe5b405daf949e0e17c3358b_130)] | | | [removed: [36](#i7a6defc565b94937a47db8597128a863_139)] [added: [36](#i0962a6d4fe5b405daf949e0e17c3358b_130)] | | |

| | | | [Management’s Report on Internal Control Over Financial [removed: Reporting](#i7a6defc565b94937a47db8597128a863_205)] [added: Reporting](#i0962a6d4fe5b405daf949e0e17c3358b_196)] | | | [removed: [66](#i7a6defc565b94937a47db8597128a863_205)] [added: [62](#i0962a6d4fe5b405daf949e0e17c3358b_196)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i7a6defc565b94937a47db8597128a863_208)] [added: Firm](#i0962a6d4fe5b405daf949e0e17c3358b_199)] - Internal Controls Opinion | | | [removed: [67](#i7a6defc565b94937a47db8597128a863_208)] [added: [63](#i0962a6d4fe5b405daf949e0e17c3358b_199)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i7a6defc565b94937a47db8597128a863_211)] [added: Firm](#i0962a6d4fe5b405daf949e0e17c3358b_202)] - Financial Statement Opinion | | | [removed: [68](#i7a6defc565b94937a47db8597128a863_211)] [added: [64](#i0962a6d4fe5b405daf949e0e17c3358b_202)] | | |

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| [Item [removed: 9A.](#i7a6defc565b94937a47db8597128a863_217)] [added: 9A.](#i0962a6d4fe5b405daf949e0e17c3358b_208)] | | | [Controls and [removed: Procedures](#i7a6defc565b94937a47db8597128a863_217)] [added: Procedures](#i0962a6d4fe5b405daf949e0e17c3358b_208)] | | | [removed: [70](#i7a6defc565b94937a47db8597128a863_217)] [added: [66](#i0962a6d4fe5b405daf949e0e17c3358b_208)] | | |

| [Item [removed: 9B.](#i7a6defc565b94937a47db8597128a863_220)] [added: 9B.](#i0962a6d4fe5b405daf949e0e17c3358b_211)] | | | [Other [removed: Information](#i7a6defc565b94937a47db8597128a863_220)] [added: Information](#i0962a6d4fe5b405daf949e0e17c3358b_211)] | | | [removed: [70](#i7a6defc565b94937a47db8597128a863_220)] [added: [66](#i0962a6d4fe5b405daf949e0e17c3358b_211)] | | |

| [PART I](#i0962a6d4fe5b405daf949e0e17c3358b_10) | | | | | | [4](#i0962a6d4fe5b405daf949e0e17c3358b_10) | | |

| [PART II](#i0962a6d4fe5b405daf949e0e17c3358b_67) | | | | | | [21](#i0962a6d4fe5b405daf949e0e17c3358b_67) | | |

| [PART III](#i0962a6d4fe5b405daf949e0e17c3358b_217) | | | | | | [67](#i0962a6d4fe5b405daf949e0e17c3358b_217) | | |

| | | | | | | | | |

| [PART IV](#i0962a6d4fe5b405daf949e0e17c3358b_238) | | | | | | [69](#i0962a6d4fe5b405daf949e0e17c3358b_238) | | |

| | | | [(a) 1. Financial Statements](#i0962a6d4fe5b405daf949e0e17c3358b_244) | | | [69](#i0962a6d4fe5b405daf949e0e17c3358b_247) | | |

| | | | [(a) 3. Exhibits](#i0962a6d4fe5b405daf949e0e17c3358b_250) | | | [69](#i0962a6d4fe5b405daf949e0e17c3358b_250) | | |

| | | | [Index to Exhibits](#i0962a6d4fe5b405daf949e0e17c3358b_253) | | | [70](#i0962a6d4fe5b405daf949e0e17c3358b_253) | | |

| | | | [Signatures](#i0962a6d4fe5b405daf949e0e17c3358b_259) | | | [72](#i0962a6d4fe5b405daf949e0e17c3358b_259) | | |

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

| | | | [Working Capital Practices](#i7a6defc565b94937a47db8597128a863_34) | | | [7](#i7a6defc565b94937a47db8597128a863_34) | | |

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

| [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) | | |

Nordson Corporation [removed: 18][added: 17]

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: 2021] [added: 2022] were as follows:

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

| Carlsbad, California [removed: 2] [added: 3] | | | | | | Three manufacturing and office buildings (leased) | | | | | | 181,000 | | |

| [removed: Robbinsville, New Jersey 2] [added: Deurne, Netherlands 1] | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | [removed: 88,000] [added: 46,000] | | |

| Vista, California [removed: 2] [added: 3] | | | | | | A manufacturing building (leased) | | | | | | 41,000 | | |

| Elk Grove, Illinois [removed: 2] [added: 3] | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 40,000 | | |

| Liberty Lake, Washington [removed: 2] [added: 3] | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 27,000 | | |

[removed: 2] [added: 3] - Advanced Technology Solutions

Nordson Corporation [removed: 19][added: 18]

| Münster, Germany 1 | | | | | | [removed: One] [added: Two] manufacturing, warehouse and office [removed: building] [added: buildings] (leased) | | | | | | 260,000 | | |

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

| Suzhou, China [removed: 1, 2] [added: 3] | | | | | | Two manufacturing, warehouse and office buildings (leased) | | | | | | 75,000 | | |

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

| [removed: Chonburi, Thailand 1] [added: Aylesbury, U.K. 3] | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | [removed: 52,000] [added: 36,000] | | |

| [removed: Deurne, Netherlands 2] [added: Dayton, Ohio 1] | | | | | | A manufacturing, warehouse and office building [removed: (leased)] | | | | | | [removed: 46,000] [added: 43,000] | | |

| [removed: Aylesbury, U.K. 1, 2] [added: Sao Paulo, Brazil 1] | | | | | | [removed: A manufacturing, warehouse] [added: An office, laboratory] and [removed: office] [added: warehouse] building (leased) | | | | | | [removed: 36,000] [added: 23,000] | | |

| [removed: Sao Paulo, Brazil 1, 2] [added: Geleen, Limburg 1] | | | | | | [removed: An office, laboratory and] [added: A] warehouse [added: and office] building [removed: (leased)] | | | | | | [removed: 23,000] [added: 30,000] | | |

| El Marques, Mexico [removed: 1, 2] [added: 1] | | | | | | A warehouse and office building | | | | | | 22,000 | | |

The facilities listed have adequate, suitable and sufficient capacity (production and [removed: nonproduction)] [added: non-production)] to meet present and foreseeable demand for our products.

| Irwindale, California 1 | | | | | | An office building and lab | | | | | | 48,000 | | |

2 - Medical Fluid Systems

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

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

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

Business Segment - Property Identification Legend

1 - Industrial Precision Solutions

Our executive officers as of October 31, [removed: 2021,] [added: 2022,] were as follows:

| Sundaram Nagarajan | | | | | | [removed: 59] [added: 60] | | | | | | 2019 | | | | | | President and Chief Executive Officer, 2019 | | |

| Joseph P. Kelley | | | | | | [removed: 49] [added: 50] | | | | | | 2020 | | | | | | Executive Vice President, Chief Financial Officer, 2020 | | |

| James E. DeVries | | | | | | [removed: 62] [added: 63] | | | | | | 2012 | | | | | | Executive Vice President, 2012 | | |

| Stephen P. Lovass | | | | | | [removed: 52] [added: 53] | | | | | | 2017 | | | | | | Executive Vice President, 2017 | | |

| Shelly M. Peet | | | | | | [removed: 56] [added: 57] | | | | | | 2007 | | | | | | Executive Vice President, 2009 | | |

| Jeffrey A. Pembroke | | | | | | [removed: 54] [added: 55] | | | | | | 2015 | | | | | | Executive Vice President, 2015 | | |

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

[removed: Mr. Nagarajan has] [added: He previously] served as a member of the Board of Directors of Sonoco Products Company (NYSE: SON) [removed: since 2015.][added: from 2015 to 2022.]

Mr. Kelley [added: had previously] served as Chief Financial Officer of Materion Corporation, (NYSE: MTRN), an advanced materials company, since 2015.

McDonough [removed: (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 [removed: vice president, deputy general counsel] [added: Vice President, Deputy General Counsel] and [removed: assistant secretary] [added: Assistant Secretary] at PPL Corporation (NYSE: PPL), a Fortune 500 [removed: utility,] [added: utility company,] where she was responsible [removed: for the delivery of] [added: to deliver] extensive legal counsel and services, including in the areas of general corporate law, mergers and acquisitions, corporate venture capital and investment transactions, securities and finance.

Nordson Corporation [removed: 21][added: 19]

Not applicable.

| Jennifer McDonough | | | | | | 51 | | | | | | 2021 | | | | | | Executive Vice President, General Counsel and Secretary, 2021 | | |

| Srinivas Subramanian | | | | | | 52 | | | | | | 2022 | | | | | | Executive Vice President, 2022 | | |

Mr. Nagarajan joined the Board of Directors of Wesco International (NYSE: WCC) in 2022.

Effective August 1, 2022, Stephen P.

Lovass was named Executive Vice President - Medical and Fluid Solutions.

Previously, Mr. Lovass served as Corporate Vice President since November 2016.

Effective August 1, 2022, Srinivas Subramanian was named Executive Vice President - Advanced Technology Solutions.

Previously, Mr. Subramanian served as Vice President of the Electronics Processing Solutions business, having served in various roles of increasing responsibility since joining the Company in 2006.

None.

| Gregory P. Merk | | | | | | 50 | | | | | | 2006 | | | | | | Executive Vice President, 2013 | | |

On November 28, 2016, Mr. Lovass was elected as Corporate Vice President.

As of November 30, [removed: 2021,] [added: 2022,] there were [removed: 1,243] [added: 1,185] record shareholders.

While we have historically paid dividends to [removed: shareholders] [added: holders] of our common [removed: stock] [added: shares] on a quarterly basis, the declaration and payment of future dividends will depend on many factors, including but not limited to, our earnings, financial condition, business development needs and regulatory considerations, and are at the discretion of our board of directors.

The following [removed: is a] graph [removed: that] compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, [removed: 2011] [added: 2012] in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our [removed: Proxy] [added: New] Peer Group, which includes: [removed: AIN,] AME, B, DCI, ENTG, [removed: EPAC, FLIR, GDI,] GGG, GTLS, IEX, ITT, KEYS, LECO, [added: MKSI,] NATI, [removed: ROP,] TER, [removed: WTS,] [added: TRMB, WTS] and WWD.

[removed: ][added: ]

| Company/Market/Peer Group | | | [removed: 2011 | | |] 2012 | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]

Approximately [removed: $392,070] [added: $631,782] of the total [removed: $1,000,000] [added: $1,500,000] authorized remained available for share repurchases at October 31, [removed: 2021.][added: 2022.]

The repurchase program [removed: is being] [added: will be] funded using cash from operations and proceeds from borrowings under our credit facilities.

Nordson Corporation [removed: 23][added: 21]

For 2022, the Company made changes to its peer group to remove Enerpac Tool Group Corp., Albany International Corp., Gardner Denver Holdings, Inc. (fka Ingersoll Rand Inc.) and Roper Technologies, Inc., because each had fallen outside of the parameters used to establish the peer group and to add MKS Instruments, Inc. and Trimble Inc., which fell within such parameters.

FLIR Systems, Inc. was also removed from the New Peer Group because it was acquired by Teledyne Technologies Incorporated (NYSE: TDY) and ceased to be an independent public company.

| Nordson Corporation | | | $ | 100.00 | | $ | 123.28 | | $ | 132.25 | | $ | 124.58 | | $ | 177.43 | | $ | 226.60 | | $ | 221.44 | | $ | 286.25 | | $ | 356.25 | | $ | 472.06 | | $ | 421.83 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 127.18 | | $ | 149.14 | | $ | 156.89 | | $ | 163.97 | | $ | 202.72 | | $ | 217.61 | | $ | 248.78 | | $ | 272.94 | | $ | 390.07 | | $ | 333.08 | |

| S&P MidCap 400 | | | $ | 100.00 | | $ | 133.48 | | $ | 149.04 | | $ | 154.14 | | $ | 163.78 | | $ | 202.23 | | $ | 204.30 | | $ | 222.72 | | $ | 220.16 | | $ | 327.82 | | $ | 289.99 | |

| S&P 500 Ind. Machinery | | | $ | 100.00 | | $ | 142.79 | | $ | 161.02 | | $ | 160.77 | | $ | 183.57 | | $ | 253.08 | | $ | 233.52 | | $ | 284.79 | | $ | 312.37 | | $ | 412.31 | | $ | 357.98 | |

| S&P MidCap 400 Ind. Machinery | | | $ | 100.00 | | $ | 138.84 | | $ | 147.12 | | $ | 123.15 | | $ | 144.53 | | $ | 207.30 | | $ | 202.93 | | $ | 241.15 | | $ | 257.68 | | $ | 366.04 | | $ | 331.62 | |

| New Peer Group | | | $ | 100.00 | | $ | 138.62 | | $ | 145.80 | | $ | 136.18 | | $ | 148.19 | | $ | 226.15 | | $ | 221.17 | | $ | 290.09 | | $ | 326.22 | | $ | 493.24 | | $ | 418.37 | |

| Old Peer Group | | | $ | 100.00 | | $ | 138.31 | | $ | 150.81 | | $ | 147.25 | | $ | 151.00 | | $ | 227.92 | | $ | 233.26 | | $ | 298.70 | | $ | 323.26 | | $ | 475.86 | | $ | 419.71 | |

| August 1, 2022 to August 31, 2022 | | | 3,156 | | | | | | $ | 224.00 | | | | | 3,027 | | | | | | $ | 160,023 | |

| September 1, 2022 to September 30, 2022 | | | 66,415 | | | | | | $ | 218.00 | | | | | 66,404 | | | | | | $ | 645,547 | |

| October 1, 2022 to October 31, 2022 | | | 64,197 | | | | | | $ | 215.01 | | | | | 64,017 | | | | | | $ | 631,782 | |

| Total | | | 133,768 | | | | | | | | | | | | 133,448 | | | | | | | | |

In September 2022, the board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares.

The repurchase program does not have an expiration date.

| 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 | |

| 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 | | | | | | | | |

| Years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | |

| *(In thousands except for per-share amounts)* | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Sales | | | | | | $ | [removed: 2,362,209] [added: 2,590,278] | | | | | $ | [removed: 2,121,100] [added: 2,362,209] | | | | | $ | [removed: 2,194,226] [added: 2,121,100] | |

| Cost of sales | | | | | | [removed: 1,038,129] [added: 1,163,742] | | | | | | [removed: 990,632] [added: 1,038,129] | | | | | | [removed: 1,002,123] [added: 990,632] | | |

| Selling and administrative expenses | | | | | | [removed: 708,953] [added: 724,176] | | | | | | [removed: 693,552] [added: 708,953] | | | | | | [removed: 708,990] [added: 693,552] | | |

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

| | | | | | | [removed: 1,747,082] [added: 1,887,918] | | | | | | [removed: 1,771,555] [added: 1,747,082] | | | | | | [removed: 1,711,113] [added: 1,771,555] | | |

| Operating profit | | | | | | [removed: 615,127] [added: 702,360] | | | | | | [removed: 349,545] [added: 615,127] | | | | | | [removed: 483,113] [added: 349,545] | | |

| Interest expense | | | | | | [removed: (25,491)] [added: (22,413)] | | | | | | [removed: (32,160)] [added: (25,491)] | | | | | | [removed: (47,145)] [added: (32,160)] | | |

| Interest and investment income | | | | | | [removed: 2,150] [added: 2,026] | | | | | | [removed: 1,681] [added: 2,150] | | | | | | [removed: 1,844] [added: 1,681] | | |

| Other - net | | | | | | [removed: (17,610)] [added: 8,527] | | | | | | [removed: (17,577)] [added: (17,610)] | | | | | | [removed: (6,708)] [added: (17,577)] | | |

| | | | | | | [removed: (40,951)] [added: (53,081)] | | | | | | [removed: (48,056)] [added: (40,951)] | | | | | | [removed: (52,009)] [added: (48,056)] | | |

| Income before income taxes | | | | | | [removed: 574,176] [added: 649,279] | | | | | | [removed: 301,489] [added: 574,176] | | | | | | [removed: 431,104] [added: 301,489] | | |

| Current | | | | | | [removed: 115,737] [added: 146,908] | | | | | | [removed: 65,906] [added: 115,737] | | | | | | [removed: 95,031] [added: 65,906] | | |

| Deferred | | | | | | [removed: 4,071] [added: (10,732)] | | | | | | [removed: (13,956)] [added: 4,071] | | | | | | [removed: (1,018)] [added: (13,956)] | | |

| | | | | | | [removed: 119,808] [added: 136,176] | | | | | | [removed: 51,950] [added: 119,808] | | | | | | [removed: 94,013] [added: 51,950] | | |

| Net income | | | | | | $ | [removed: 454,368] [added: 513,103] | | | | | $ | [removed: 249,539] [added: 454,368] | | | | | $ | [removed: 337,091] [added: 249,539] | |

| Average common shares | | | | | | [removed: 58,091] [added: 57,629] | | | | | | [removed: 57,757] [added: 58,091] | | | | | | [removed: 57,462] [added: 57,757] | | |

| Incremental common shares attributable to [removed: outstanding stock options, restricted stock and deferred stock-based] [added: equity] compensation | | | | | | [removed: 643] [added: 620] | | | | | | [removed: 716] [added: 643] | | | | | | [removed: 740] [added: 716] | | |

| Average common shares and common share equivalents | | | | | | [removed: 58,734] [added: 58,249] | | | | | | [removed: 58,473] [added: 58,734] | | | | | | [removed: 58,202] [added: 58,473] | | |

| Basic earnings per share | | | | | | $ | [removed: 7.82] [added: 8.90] | | | | | $ | [removed: 4.32] [added: 7.82] | | | | | $ | [removed: 5.87] [added: 4.32] | |

| Diluted earnings per share | | | | | | $ | [removed: 7.74] [added: 8.81] | | | | | $ | [removed: 4.27] [added: 7.74] | | | | | $ | [removed: 5.79] [added: 4.27] | |

| Dividends declared per common share | | | | | | $ | [removed: 1.69] [added: 2.18] | | | | | $ | [removed: 1.53] [added: 1.69] | | | | | $ | [removed: 1.43] [added: 1.53] | |

| *(In thousands)* | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Foreign currency translation adjustments | | | | | | [removed: 7,033] [added: (126,657)] | | | | | | [removed: 12,910] [added: 7,033] | | | | | | [removed: 3,710] [added: 12,910] | | |

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

| Net actuarial gain (loss) arising during the year | | | | | | [removed: 25,289] [added: 54,065] | | | | | | [removed: (21,607)] [added: 25,289] | | | | | | [removed: (63,138)] [added: (21,607)] | | |

| Amortization of prior service cost | | | | | | [removed: (304)] [added: (201)] | | | | | | [removed: (232)] [added: (304)] | | | | | | [removed: (322)] [added: (232)] | | |

| Amortization of actuarial loss | | | | | | [removed: 14,954] [added: 7,575] | | | | | | [removed: 12,767] [added: 14,954] | | | | | | [removed: 6,946] [added: 12,767] | | |

| Settlement loss recognized | | | | | | [removed: 3,187] [added: 32,219] | | | | | | [removed: 1,931] [added: 3,187] | | | | | | [removed: 385] [added: 1,931] | | |

| Total pension and postretirement benefit plans | | | | | | [removed: 43,250] [added: 94,710] | | | | | | [removed: (7,147)] [added: 43,250] | | | | | | [removed: (56,277)] [added: (7,147)] | | |

| Total other comprehensive income (loss) | | | | | | [removed: 50,283] [added: (31,947)] | | | | | | [removed: 5,763] [added: 50,283] | | | | | | [removed: (52,567)] [added: 5,763] | | |

| Total comprehensive income | | | | | | $ | [removed: 504,651] [added: 481,156] | | | | | $ | [removed: 255,302] [added: 504,651] | | | | | $ | [removed: 284,524] [added: 255,302] | |

| October 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| Current assets: | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| [removed: Cash] [added: Cash] and cash equivalents [removed: |] [added: at beginning of year] | | | | | [removed: $] | 299,972 | | | | | [removed: $] | 208,293 | | [added: | | | | 151,164 | | |]

| Receivables - net | | | | | | [removed: 489,389] [added: 537,313] | | | | | | [removed: 471,873] [added: 489,389] | | |

| Inventories - net | | | | | | [removed: 327,195] [added: 383,398] | | | | | | [removed: 277,033] [added: 327,195] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 48,282] [added: 48,803] | | | | | | [removed: 43,798] [added: 48,282] | | |

| [removed: Assets] [added: Impairment loss on assets] held for sale | | | | | | — | | | | | | [removed: 19,615] [added: —] | | | [added: | | | 87,371 | | |]

| Pension settlement charge for U.S. Plans | | | | | | (41,221) | | | | | | — | | | | | | — | | |

| Curtailment gain | | | | | | 1,052 | | | | | | — | | | | | | — | | |

| Cash and cash equivalents | | | | | | $ | 163,457 | | | | | $ | 299,972 | |

| | | | | | | $ | 3,820,375 | | | | | $ | 3,790,961 | |

| | | | | | | $ | 3,820,375 | | | | | $ | 3,790,961 | |

| Years ended October 31, 2022, 2021 and 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchase of treasury shares (1,200,546 shares) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (262,869) | | | | | | (262,869) | | |

| Net income | | | — | | | | | | — | | | | | | 513,103 | | | | | | — | | | | | | — | | | | | | 513,103 | | |

| Pension plan settlement adjustment | | | — | | | | | | — | | | | | | — | | | | | | 33,271 | | | | | | — | | | | | | 33,271 | | |

| October 31, 2022 | | | $ | 12,253 | | | | | $ | 626,697 | | | | | $ | 3,652,216 | | | | | $ | (207,782) | | | | | $ | (1,789,009) | | | | | $ | 2,294,375 | |

| Years ended October 31, 2022, 2021 and 2020 | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 513,103 | | | | | $ | 454,368 | | | | | $ | 249,539 | |

| Pension settlement charge for U.S. Plans | | | | | | 41,221 | | | | | | — | | | | | | — | | |

| Other | | | | | | (55,755) | | | | | | (73,691) | | | | | | 1,818 | | |

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

Effective in the third quarter of 2022, we changed our accounting method for certain U.S. inventories from a last-in, first-out basis (LIFO) to a first-in, first-out basis (FIFO).

Previously, the LIFO method was used to determine the cost of a portion of our inventories in the U.S. We believe this change in accounting method is preferable as it is consistent with how we manage our business, results in a uniform method to value our inventory across all regions of our business, improves comparability with our peers and is expected to better reflect the current value of inventory on the consolidated balance sheets.

We applied this accounting change as a cumulative effect adjustment to cost of sales in the third quarter of 2022 and did not restate prior period financial statements because the impact was not material.

useful lives of the assets or, in the case of property under finance leases, over the terms of the leases.

| Balance at October 31, 2022 | | | $ | (160,046) | | | | | $ | (47,736) | | | | | $ | (207,782) | |

| | | | 2022 | | | | | | 2021 | | |

There have been no new accounting standards issued that would require either disclosure or adoption for 2022 by the Company.

2022 acquisition

We acquired NDC for an aggregate purchase price of $171,613, net of cash of approximately $7,533 and other working capital adjustments of $2,763, utilizing cash on hand.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $131,129 and identifiable intangible assets of $31,130 were recorded.

The identifiable intangible assets consist primarily of $10,800 of tradenames (amortized over 13 years), $10,000 of technology (amortized over 7 years), $9,500 of customer relationships (amortized over 4 years) and $830 of non-compete agreements (amortized over 3 years).

This acquisition is being reported in our Industrial Precision Solutions segment and the results of NDC are not material to our Consolidated Financial Statements.

| | | | 545,531 | | | | | | 496,941 | | |

| | | | $ | 537,313 | | | | | $ | 489,389 | |

| | | | 429,133 | | | | | | 377,274 | | |

| | | | $ | 383,398 | | | | | $ | 327,195 | |

| | | | 902,541 | | | | | | 889,360 | | |

| | | | $ | 353,442 | | | | | $ | 355,565 | |

| Warranty | | | 11,723 | | | | | | 11,113 | | |

| Interest | | | 6,018 | | | | | | 6,262 | | |

| Other | | | 85,055 | | | | | | 68,374 | | |

| | | | $ | 206,828 | | | | | $ | 201,992 | |

Previously, Advanced Technology Solutions was comprised of Medical and Fluid Solutions and the former Advanced Technology Solutions.

Our segment change did not have any impact on our reporting units.

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

| Liabilities held for sale | | | | | | — | | | | | | 13,148 | | |

| none issued | | | | | | — | | | | | | — | | |

| October 31, 2018 | | | $ | 12,253 | | | | | $ | 446,555 | | | | | $ | 2,488,375 | | | | | $ | (179,314) | | | | | $ | (1,317,128) | | | | | $ | 1,450,741 | |

| Purchase of treasury shares (998,004 shares) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (120,510) | | | | | | (120,510) | | |

| Net income | | | — | | | | | | — | | | | | | 337,091 | | | | | | — | | | | | | — | | | | | | 337,091 | | |

| Impact of adoption of ASU 2016-13 | | | — | | | | | | — | | | | | | (396) | | | | | | — | | | | | | — | | | | | | (396) | | |

| Impairment loss on assets held for sale | | | | | | — | | | | | | 87,371 | | | | | | — | | |

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

| Payment of debt issuance costs | | | | | | — | | | | | | — | | | | | | (1,742) | | |

| Cash and cash equivalents at end of year | | | | | | $ | 299,972 | | | | | $ | 208,293 | | | | | $ | 151,164 | |

Notes to Consolidated Financial Statements — *(Continued)*

As a percentage of sales, research and development expenses were 2.5, 3.0 and 2.7 percent in 2021, 2020 and 2019, 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 first-in, first-out (FIFO) method is used for all other inventories.

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

| Balance at October 31, 2020 | | | $ | (40,422) | | | | | $ | (185,696) | | | | | $ | (226,118) | |

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

New accounting guidance adopted:

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326),” which changed the impairment model for most financial instruments.

Prior guidance required the recognition of credit losses based on an incurred loss impairment methodology that reflected losses once the losses are probable.

We adopted the new standard on November 1, 2020 and are now applying a current expected credit loss model that requires recognizing an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of the update, including trade receivables.

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.

The adoption of this new standard did not have a material impact on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other Internal – Use Software (Subtopic 350-40),” which is meant to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement), by providing guidance in determining when the arrangement includes a software license.

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 August 2018, the FASB issued ASU 2018-14, “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20),” a new standard which addresses defined benefit plans.

The amendments modify the following disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans: the amounts in accumulated other comprehensive income expected to be recognized as components of net period benefit cost over the next fiscal year, amount and timing of plan assets expected to be returned to the employer, related party disclosure about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan, and the effects of a 1.00 percent point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligations for postretirement health care benefits are removed.

A disclosure requirement was added for the explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.

Additionally, the standard clarifies disclosure requirements surrounding the projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets and the accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets.

We adopted the new standard and revised disclosures as reflected in Note 7 with no material impact to the Consolidated Financial Statements.

In August 2018, the FASB issued a new standard which removes, modifies, and adds certain disclosure requirements on fair value measurements.

The guidance removes disclosure requirements pertaining to the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements.

For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly.

In addition, the amendment clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.

The guidance adds disclosure requirements for changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period as well as

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

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: 2021.][added: 2022.]

Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, [removed: 2021] [added: 2022] in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm [added: (Ernst & Young LLP, PCAOB ID: 42)] thereon are set forth in Part II, Item 8 of this 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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Nordson Corporation [removed: 70][added: 66]

The information required by this Item is incorporated by reference to the captions “Proposal 1: Election of [removed: Directors Whose Terms Expire in 2025”] [added: Directors”] and "Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers, and Large Beneficial Owners—Delinquent Section 16(a) Reports” of our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders.

Information regarding the Audit Committee and Audit Committee financial experts is incorporated by reference to the caption “Committees of the Board of Directors” of our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders.

A copy of the code of ethics is available free of charge on our [removed: Web site] [added: website] at http://www.nordson.com/en/our-company/corporate-governance.

We intend to satisfy our disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our code of ethics and business conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on our [removed: Web site.][added: website.]

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: 2022] [added: 2023] Annual Meeting of Shareholders, along with the sections captioned “Directors Compensation,” “Summary Compensation for Fiscal Year [removed: 2021,”] [added: 2022,”] “Grants of Plan-Based Awards,” “Outstanding Equity Awards at October 31, [removed: 2021,”] [added: 2022,”] “Stock Option Exercises and Stock Vested Tables,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Benefits Upon Termination or Change of Control,” “CEO Pay Ratio,” "Risks Related to Executive Compensation Policies and [removed: Practices," "Compensation Committee Report"] [added: Practices"] and "Compensation Committee [removed: Interlocks and Insider Participation"] [added: Report"] in our definitive Proxy Statement for the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Shareholders.

Nordson Corporation [removed: 71][added: 67]

The following table sets forth (in whole shares) information regarding equity compensation plans in effect as of October 31, [removed: 2021:][added: 2022:]

(3) As of October 31, [removed: 2021,] [added: 2022,] includes shares available for future issuance under the 2021 Plan, including for awards other than options, warrants and rights.

| Equity compensation plans approved by security holders | | | | | | 1,612,786 | | | | | | $ | 141.82 | | | | | 2,122,034 | | |

| Total | | | | | | 1,612,786 | | | | | | $ | 141.82 | | | | | 2,122,034 | | |

| Equity compensation plans approved by security holders | | | | | | 1,628,707 | | | | | | $ | 130.93 | | | | | 2,253,249 | | |

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

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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Shareholders.

Nordson Corporation [removed: 72][added: 68]

Consolidated Statements of Income for each of the three years in the period ended October 31, [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2021][added: 2022]

Consolidated Balance Sheets as of October 31, [removed: 2021] [added: 2022] and October 31, [removed: 2020][added: 2021]

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, [removed: 2021][added: 2022]

Reports of Independent Registered Public Accounting Firm [added: (Ernst & Young LLP, PCAOB ID: 42)]

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended October 31, [removed: 2021.][added: 2022.]

Nordson Corporation [removed: 73][added: 69]

[removed: [Table](#i7a6defc565b94937a47db8597128a863_7) [](#i7a6defc565b94937a47db8597128a863_7)] [added: [Table](#i0962a6d4fe5b405daf949e0e17c3358b_7)] [Table of [removed: Contents](#i7a6defc565b94937a47db8597128a863_7)][added: Contents](#i0962a6d4fe5b405daf949e0e17c3358b_7)]

| 2-a | | | | | | [Agreement and Plan of Merger, dated as of [removed: February 20, 2017,] [added: August 7,](http://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.htm) [2022,] by and among Nordson Corporation, [removed: Viking] [added: Meta] Merger [removed: Corp., Vention Medical Holdings, Inc. and VMHI Rep Services, LLC] [added: Company](http://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.htm) [and CyberOptics Corporation] (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-K dated [removed: April 5, 2017)](http://www.sec.gov/Archives/edgar/data/72331/000119312517111134/d355120dex21.htm)] [added: August 10, 2022)](http://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.htm)] | | |

| 4-e | | | | | | [Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4-e to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex4e_313.htm)] [added: 2018)](http://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex4e_313.htm)] | | |

Nordson Corporation [removed: 74][added: 70]

| 10-e-4 | | | | | | [Nordson Corporation 2005 Excess Defined Benefit Pension Plan (First Amendment Effective July 9, [removed: 2009 filed herewith)*](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)] [added: 2009](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)[) (incorporated by reference to Exhibit 10-e-4 to Registrant](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)['s Annual R](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)[eport on Form 10-K for the year ended](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm) [October 31, 202](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)[1](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)[)*](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)] | | |

| 10-e-5 | | | | | | [removed: [Nordson] [added: [N](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)[ordson] Corporation 2005 Excess Defined Benefit Pension Plan (Second Amendment Effective July 1, [removed: 2021 filed herewith)*](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)] [added: 2021](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)[)](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm) [(incorporated by reference to E](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)[xhibit 10-e-5 to Registrant](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)['s Annual Report on Form 10-K for the year ended October 31, 2021)](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)[*](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)] | | |

| 10-m | | | | | | [Separation agreement between [removed: John J. Keane] [added: Gregory P. Merk] and Nordson Corporation, effective [removed: February 1, 2021] [added: January 27, 2022] (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 10-Q dated [removed: March 4, 2021)](http://www.sec.gov/Archives/edgar/data/72331/000007233121000023/agreement.htm)] [added: February 25, 2022)](http://www.sec.gov/Archives/edgar/data/72331/000007233122000016/exhibit101.htm)] | | |

| (21) | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx21.htm)] | | |

| (23) | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx23.htm)] | | |

| (24) | | | | | | [Power of Attorney (included on the signature page to this Annual Report on Form [removed: 10-K)](#i7a6defc565b94937a47db8597128a863_268)] [added: 10-K)](#i0962a6d4fe5b405daf949e0e17c3358b_262)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx311.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/72331/000007233121000079/ndsn-20211031xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx311.htm)] | | |

Nordson Corporation [removed: 75][added: 71]

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx312.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/72331/000007233121000079/ndsn-20211031xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx312.htm)] | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx321.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/72331/000007233121000079/ndsn-20211031xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx321.htm)] (furnished herewith) | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/72331/000007233121000079/ndsn-20211031xexx322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx322.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/72331/000007233121000079/ndsn-20211031xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx322.htm)] (furnished herewith) | | |

| 101 | | | | | | The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, [removed: 2021,] [added: 2022,] formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (iii) the Consolidated Balance Sheets at October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (v) the Consolidated Statements of Cash Flows for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] 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: 2021,] [added: 2022,] formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). | | |

| | | | | | | | | |

| 2-b | | | | | | [First Amendment to Agreement and Plan of Merger, dated as of March 30, 2017, by and among Nordson Corporation, Viking Merger Corp., Vention Medical Holdings, Inc. and VMHI Rep Services, LLC (incorporated herein by reference to Exhibit 2.2 to Registrant’s Form 8-K dated April 5, 2017)](http://www.sec.gov/Archives/edgar/data/72331/000119312517111134/d355120dex22.htm) | | |

| Date: December [removed: 17, 2021] [added: 19, 2022] | | | By: | | | /s/ Joseph P. Kelley | | |

Nordson Corporation [removed: 76][added: 72]

| /s/ Sundaram Nagarajan | | | Director, President and Chief Executive Officer (Principal Executive Officer) | | | December [removed: 17, 2021] [added: 19, 2022] | | |