What changed in this filing

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Item 1. Financial Statements

2023-05-25 compared with 2023-02-23 · 178 added, 106 removed, 510 unchanged (36% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

Three Months Ended

(In thousands, except for per share data) January 31, 2023 January 31, 2022

Three Months Ended Six Months Ended

(In thousands, except for per share data) April 30, 2023 April 30, 2022 April 30, 2023 April 30, 2022

Sales $ 650,165 $ 635,403 $ 1,260,642 $ 1,244,569

20 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended

(In thousands) January 31, 2023 January 31, 2022

Three Months Ended Six Months Ended

(In thousands) April 30, 2023 April 30, 2022 April 30, 2023 April 30, 2022

Net income $ 127,563 $ 109,634 $ 231,824 $ 230,043

1 unchanged sentence

Foreign currency translation adjustments ( 290 ) ( 46,901 ) 76,531 ( 60,259 )

Pension settlement adjustment, net of tax — 32,047 — 32,047

Pension and other postretirement plan adjustments, net of tax ( 173 ) 2,778 ( 749 ) 5,838

6 unchanged sentences

Current assets:

January 31, 2023 October 31, 2022

April 30, 2023 October 31, 2022

Cash and cash equivalents $ 129,073 $ 163,457

38 unchanged sentences

Consolidated Statements of Shareholders’ Equity

Three Months Ended January 31, 2023

Six Months Ended April 30, 2023

(In thousands, except for share and per share data) Common

17 unchanged sentences

January 31, 2023 $ 12,253 $ 640,800 $ 3,719,278 $ ( 131,537 ) $ ( 1,794,109 ) $ 2,446,685

Three Months Ended January 31, 2022

Shares issued under company stock and employee benefit plans — 2,632 — — 369 3,001

Stock-based compensation — 4,970 — — — 4,970

Purchase of treasury shares — — — — ( 47,490 ) ( 47,490 )

Dividends declared ($ 0.65 per share)

— — ( 37,264 ) — — ( 37,264 )

Net income — — 127,563 — — 127,563

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 290 ) — ( 290 )

Defined benefit pension and post-retirement

plans adjustment — — — ( 173 ) — ( 173 )

April 30, 2023 $ 12,253 $ 648,402 $ 3,809,577 $ ( 132,000 ) $ ( 1,841,230 ) $ 2,497,002

Nordson Corporation

Six Months Ended April 30, 2022

(In thousands, except for share and per share data) Common

17 unchanged sentences

January 31, 2022 $ 12,253 $ 598,772 $ 3,355,712 $ ( 186,133 ) $ ( 1,561,976 ) $ 2,218,628

Shares issued under company stock and employee benefit plans — 1,843 — — 234 2,077

Stock-based compensation — 7,394 — — — 7,394

Purchase of treasury shares — — — — ( 105,464 ) ( 105,464 )

Dividends declared ($ 0.51 per share)

— — ( 29,577 ) — — ( 29,577 )

Net income — — 109,634 — — 109,634

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 46,901 ) — ( 46,901 )

Pension plan settlement adjustment — — — 32,047 — 32,047

Defined benefit pension and post-retirement

plans adjustment — — — 2,778 — 2,778

April 30, 2022 $ 12,253 $ 608,009 $ 3,435,769 $ ( 198,209 ) $ ( 1,667,206 ) $ 2,190,616

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Three Months Ended

(In thousands) Six Months Ended

Cash flows from operating activities:

January 31, 2023 January 31, 2022

April 30, 2023 April 30, 2022

Net income $ 231,824 $ 230,043

3 unchanged sentences

Deferred income taxes ( 614 ) ( 6,786 )

Other non-cash expense 253 653

Other non-cash (income) expense ( 625 ) 42,168

Loss on sale of property, plant and equipment 1,487 281

22 unchanged sentences

Notes to Condensed Consolidated Financial Statements

January 31, 2023

April 30, 2023

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

8 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the three months ended January 31, 2023 are not necessarily indicative of the results that may be expected for the full year.

Operating results for the six months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the full year.

For further information, refer to the Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended October 31, 2022.

11 unchanged sentences

Revenue for undelivered items is deferred and included within Accrued liabilities in our Consolidated Balance Sheets.

Revenues deferred as of January 31, 2023 and 2022 were not material.

Revenues deferred as of April 30, 2023 and 2022 were not material.

However, for certain contracts related to the sale of customer-specific products within our Medical and Fluid Solutions segment, revenue is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer.

4 unchanged sentences

Under this method, revenues are recorded proportionally as costs are incurred.

Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material on January 31, 2023 and October 31, 2022.

Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues at January 31, 2023 and October 31, 2022.

Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues at April 30, 2023 and October 31, 2022.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services.

16 unchanged sentences

Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive.

Options excluded from the calculation of diluted earnings per share for the three months ended January 31, 2023 and 2022 were 144 and 83 , respectively.

Options excluded from the calculation of diluted earnings per share for the three months ended April 30, 2023 and 2022 were 140 and 77 , respectively.

Options excluded from the calculation of diluted earnings per share for the six months ended April 30, 2023 and 2022 were 142 and 80 , respectively.

Recently issued accounting standards

7 unchanged sentences

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

We acquired CyberOptics for an aggregate purchase price of $ 377,843 , net of cash of approximately $ 40,890 , funded using borrowing under our revolving credit facility and cash on hand.

We acquired CyberOptics for an aggregate purchase price of $ 377,843 , net of cash of approximately $ 40,890 , funded using borrowings under our revolving credit facility and cash on hand.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 279,630 and identifiable intangible assets of $ 58,600 were recorded.

1 unchanged sentence

T he results of CyberOptics are not material to our Consolidated Financial Statements.

As of January 31, 2023, t he purchase price allocation remains preliminary as we complete our assessment of intangibles and income taxes.

As of April 30, 2023, t he purchase price allocation remains preliminary as we complete our assessment of intangibles and income taxes.

The assets and liabilities acquired were as follows:

27 unchanged sentences

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

Accounts receivable are net of an allowance for credit losses of $ 9,148 and $ 8,218 on January 31, 2023 and October 31, 2022, respectively.

The provision for losses on receivables was $ 348 and $ 471 for the three months ended January 31, 2023 and 2022, respectively.

Accounts receivable are net of an allowance for credit losses of $ 7,823 and $ 8,218 on April 30, 2023 and October 31, 2022, respectively.

Provision income related to allowance for credit losses of $ 997 and $ 649 was recorded for the three and six months ended April 30, 2023, respectively, due to improved receivables aging, compared to provision expense of $ 180 and $ 651 for the same periods a year ago, respectively.

The remaining change in the allowance for credit losses is principally related to net write-off/recoveries of uncollectible accounts as well as currency translation.

Components of inventories were as follows:

January 31, 2023 October 31, 2022

April 30, 2023 October 31, 2022

Finished goods $ 242,895 $ 218,491

7 unchanged sentences

Components of property, plant and equipment were as follows:

January 31, 2023 October 31, 2022

April 30, 2023 October 31, 2022

Land $ 9,823 $ 9,278

8 unchanged sentences

$ 354,669 $ 353,442

Depreciation expense was $ 12,562 and $ 12,305 for the three months ended January 31, 2023 and 2022, respectively.

Nordson Corporation

Depreciation expense was $ 13,056 and $ 12,393 for the three months ended April 30, 2023 and 2022, respectively.

Depreciation expense was $ 25,618 and $ 24,698 for the six months ended April 30, 2023 and 2022, respectively.

Goodwill and other intangible assets

Changes in the carrying amount of goodwill for th e three months ended January 31, 2023 by operating segment were as follows:

Changes in the carrying amount of goodwill for th e six months ended April 30, 2023 by operating segment were as follows:

Solutions Medical Fluid Systems Advanced

3 unchanged sentences

Currency effect 4,440 4,036 17,672 26,148

Balance at January 31, 2023 $ 535,970 $ 1,175,820 $ 395,323 $ 2,107,113

The increase in goodwill for the three months ended January 31, 2023 was due to the acquisition of CyberOptics.

Balance at April 30, 2023 $ 524,676 $ 1,176,105 $ 409,690 $ 2,110,471

The increase in goodwill for the six months ended April 30, 2023 was due to the acquisition of CyberOptics.

See Acquisitions Note for additional details.

Information regarding our intangible assets subject to amortization was as follows:

January 31, 2023

April 30, 2023

Amount Accumulated

15 unchanged sentences

Total $ 731,065 $ 401,663 $ 329,402

Amortization expense for the three months ended January 31, 2023 and 2022 was $ 13,872 and $ 13,085 , respectively.

Amortization expense for the three months ended April 30, 2023 and 2022 was $ 14,045 and $ 12,572 , respectively.

Amortization expense for the six months ended April 30, 2023 and 2022 was $ 27,917 and $ 25,657 , respectively.

See Acquisitions Note for details regarding intangibles recorded due to the acquisition of CyberOptics.

Pension and other postretirement plans

The components of net periodic pension and other postretirement cost for the three months ended January 31, 2023 and 2022 were:

During the second quarter of 2022, we completed a partial plan settlement transaction in regards to two of our U.S.

pension plans in which plan assets amounting to $ 171,181 were used to purchase a group annuity contract from The Prudential Insurance Company of America (Prudential).

The settlement resulted in a loss of $ 41,221 , which is included in Other-net on the Condensed Consolidated Statements of Income.

This transaction relieved the Company of its responsibility for the pension obligation related to certain retired employees and transferred the obligation and payment responsibility to Prudential for retirement benefits owed to approximately 1,500 retirees and other beneficiaries.

The annuity contract covered retirees who commenced receiving benefits on or before November 1, 2021.

The monthly retirement benefit payment amounts currently received by retirees and their beneficiaries did not change as a result of this transaction.

Plan participants not included in the transaction remain in the plans and responsibility for payment of the retirement benefits remains with the Company.

Nordson Corporation

The components of net periodic pension and other postretirement cost for the three and six months ended April 30, 2023 and 2022 were:

International

5 unchanged sentences

Amortization of net actuarial loss — 2,318 21 593

Settlement loss — 41,221 — —

Total benefit cost $ 391 $ 44,009 $ 550 $ 934

Nordson Corporation

The components of other postretirement benefit costs for the three months ended January 31, 2023 and 2022 were:

International

Six Months Ended 2023 2022 2023 2022

Service cost $ 5,488 $ 9,915 $ 558 $ 920

Interest cost 8,351 7,824 1,245 588

Expected return on plan assets ( 13,058 ) ( 16,389 ) ( 760 ) ( 761 )

Amortization of prior service cost (credit) — 24 ( 26 ) ( 30 )

Amortization of net actuarial loss — 5,084 41 1,200

Settlement loss — 41,221 — —

Total benefit cost $ 781 $ 47,679 $ 1,058 $ 1,917

The components of other postretirement benefit costs for the three and six months ended April 30, 2023 and 2022 were:

International

Three Months Ended 2023 2022 2023 2022

3 unchanged sentences

Total benefit cost (income) $ 866 $ 848 $ ( 11 ) $ ( 6 )

International

Six Months Ended 2023 2022 2023 2022

Service cost $ 200 $ 343 $ 2 $ 6

Interest cost 1,531 962 6 6

Amortization of net actuarial (gain) loss — 489 ( 31 ) ( 24 )

Total benefit cost (income) $ 1,731 $ 1,794 $ ( 23 ) $ ( 12 )

The components of net periodic pension and other postretirement cost other than service cost are included in Other – net in our Condensed Consolidated Statements of Income.

We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period.

The effective tax rate for the three months ended January 31, 2023 and 2022 was 20.5 % and 20.8 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 1,166 and $ 1,115 , for the three months ended January 31, 2023 and 2022, respectively.

Accumulated other comprehensive loss

The effective tax rate for the three months ended April 30, 2023 and 2022 was 21.1 % and 21.3 %, respectively.

The effective tax rate for the six months ended April 30, 2023 and 2022 was 20.8 % and 21.0 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 583 and $ 1,749 for the three months and six months ended April 30, 2023, respectively, compared to $ 309 and $ 1,424 for the three and six months ended April 30, 2022, respectively.

Nordson Corporation

Accumulated other comprehensive income (loss)

The components of accumulated other comprehensive income (loss), including adjustments for items that are reclassified from accumulated other comprehensive loss to net income, are shown below.

7 unchanged sentences

— ( 749 ) ( 749 )

Foreign currency translation adjustments 76,821 — 76,821

Balance at January 31, 2023 $ ( 83,225 ) $ ( 48,312 ) $ ( 131,537 )

Foreign currency translation adjustments (a)

76,531 — 76,531

Balance at April 30, 2023 $ ( 83,515 ) $ ( 48,485 ) $ ( 132,000 )

(a) Includes a loss of $ 3,611 , net of tax of $ 1,078 , on net investment hedge.

Stock-based compensation

1 unchanged sentence

The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, cash awards and other stock or performance-based incentives.

A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that remained available to be granted under the 2012 Plan and additional shares registered related to the acquisition of CyberOptics.

As of January 31, 2023, a total of 2,005 common shares were available to be granted under the 2021 Plan.

A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that remained available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan.

As of April 30, 2023, a total of 2,016 common shares were available to be granted under the 2021 Plan.

Stock Options

7 unchanged sentences

Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis.

We recognized compensation expense related to stock options of $ 1,663 and $ 1,772 for the three months ended January 31, 2023 and 2022, respectively.

Nordson Corporation

The following table summarizes activity related to stock options for the three months ended January 31, 2023:

We recognized compensation expense related to stock options of $ 1,622 and $ 3,285 for the three month and six months ended April 30, 2023, respectively, compared to $ 2,391 and $ 4,163 for the three and six months ended April 30, 2022, respectively.

The following table summarizes activity related to stock options for the six months ended April 30, 2023:

Options Weighted-

6 unchanged sentences

Forfeited or expired ( 9 ) 209.26

Outstanding at January 31, 2023 1,190 $ 148.33 $ 114,851 5.4 years

Outstanding at April 30, 2023 1,157 $ 148.97 $ 83,261 5.2 years

Expected to vest 251 $ 213.72 $ 4,992 7.7 years

Exercisable at January 31, 2023 930 $ 130.05 $ 105,762 4.7 years

As of January 31, 2023, there was $ 10,669 of total unrecognized compensation cost related to unvested stock options.

Exercisable at April 30, 2023 902 $ 130.77 $ 78,167 4.5 years

As of April 30, 2023, there was $ 8,749 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 1.8 years.

Nordson Corporation

The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Three Months Ended

January 31, 2023 January 31, 2022

Six Months Ended

April 30, 2023 April 30, 2022

Expected volatility 30.4 % - 31.8 % 30.6 % - 30.8 %

6 unchanged sentences

Treasury issues with a term equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during the three months ended January 31, 2023 and 2022 was $ 78.12 and $ 79.03 , respectively.

The total intrinsic value of options exercised during the three months ended January 31, 2023 and 2022 was $ 8,350 and $ 6,961 , respectively.

Cash received from the exercise of stock options for the three months ended January 31, 2023 and 2022 was $ 8,807 and $ 5,721 , respectively.

The weighted average grant date fair value of stock options granted during the six months ended April 30, 2023 and 2022 was $ 77.99 and $ 79.03 , respectively.

The total intrinsic value of options exercised during the three months ended April 30, 2023 and 2022 was $ 3,783 and $ 2,405 , respectively.

The total intrinsic value of options exercised during the six months ended April 30, 2023 and 2022 was $ 12,133 and $ 9,366 , respectively.

Cash received from the exercise of stock options for the six months ended April 30, 2023 and 2022 was $ 11,808 and $ 7,798 , respectively.

Restricted Shares and Restricted Share Units

9 unchanged sentences

As shares or units are issued, deferred stock-based compensation equivalent to the fair value on the date of grant is expensed over the vesting period.

Nordson Corporation

The following table summarizes activity related to restricted shares during the three months ended January 31, 2023:

The following table summarizes activity related to restricted shares during the six months ended April 30, 2023:

Number of Shares Weighted-Average

1 unchanged sentence

Vested ( 4 ) 157.94

Restricted shares at January 31, 2023 3 $ 170.56

As of January 31, 2023, there was $ 173 of unrecognized compensation cost related to restricted shares.

Restricted shares at April 30, 2023 2 $ 189.72

As of April 30, 2023, there was $ 71 of unrecognized compensation cost related to restricted shares.

The cost is expected to be amortized over a weighted average period of 0.3 years.

The amount charged to expense related to restricted shares during the three months ended January 31, 2023 and 2022 was $ 160 and $ 314 , respectively, which included common share dividends of $ 2 and $ 5 , respectively.

The following table summarizes activity related to restricted share units during the three months ended January 31, 2023:

The amount charged to expense related to restricted shares during the three months ended April 30, 2023 and 2022 was $ 103 and $ 299 , respectively, which included common share dividends of $ 1 and $ 5 , respectively.

For the six months ended April 30, 2023 and 2022, the amounts charged to expense related to restricted shares were $ 263 and $ 613 , respectively, which included common shares dividends of $ 3 and $ 10 , respectively.

Nordson Corporation

The following table summarizes activity related to restricted share units during the six months ended April 30, 2023:

Number of Units Weighted-Average

3 unchanged sentences

Vested ( 44 ) 219.20

Restricted share units at January 31, 2023 73 $ 233.00

As of January 31, 2023, there was $ 14,661 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 2.1 years.

The amount charged to expense related to restricted share units during each of the three months ended January 31, 2023 and 2022 was $ 2,258 and $ 2,273 .

Restricted share units at April 30, 2023 69 $ 232.97

As of April 30, 2023, there was $ 11,994 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.9 years.

The amount charged to expense related to restricted share units during each of the three months ended April 30, 2023 and 2022 was $ 2,248 and $ 1,819 , respectively, compared to $ 4,506 and $ 4,092 for the six months ended April 30, 2023 and 2022, respectively.

Performance Share Incentive Awards

4 unchanged sentences

The calculations are based upon the grant date fair value, which is principally driven by the stock price on the date of grant or a Monte Carlo valuation for awards with market conditions.

The per share values were $ 231.34 in 2023, and $ 260.60 , $ 273.50 , and $ 221.94 for 2022.

The amount charged to expense related to performance awards for the three months ended January 31, 2023 and 2022 was $ 2,062 and $ 3,944 , respectively.

The cumulative amount recorded in shareholders' equity at January 31, 2023 and 2022 was $ 10,603 and $ 10,959 , respectively.

As of January 31, 2023, there was $ 12,980 of unrecognized compensation cost related to performance share incentive awards.

The per share values were $ 231.34 , $ 211.25 and $ 214.51 in 2023, and $ 260.60 , $ 273.50 , and $ 221.94 for 2022.

The amount charged to expense related to performance awards for the three months ended April 30, 2023 and 2022 was $ 892 and $ 2,797 , respectively, compared to charges of $ 2,954 and $ 6,741 for the six months ended April 30, 2023 and 2022, respectively.

As of April 30, 2023, there was $ 10,302 of unrecognized compensation cost related to performance share incentive awards.

Deferred Compensation

1 unchanged sentence

Additional share units are credited for quarterly dividends paid on our common shares.

Expense related to dividends paid under this plan for the three months ended January 31, 2023 and 2022 was $ 18 and $ 18 , respectively.

Expense related to dividends paid under this plan for the three months ended April 30, 2023 and 2022 was $ 29 and $ 18 , respectively, compared to $ 47 and $ 36 for the six months ended April 30, 2023 and 2022, respectively.

Deferred Directors' Compensation

3 unchanged sentences

Additional share equivalent units are earned when common share dividends are declared.

Nordson Corporation

The following table summarizes activity related to director deferred compensation share equivalent units during the three months ended January 31, 2023:

The following table summarizes activity related to director deferred compensation share equivalent units during the six months ended April 30, 2023:

Number of Shares Weighted-Average

2 unchanged sentences

Distributions ( 8 ) 51.97

Outstanding at January 31, 2023 86 $ 79.73

The amount charged to expense related to director deferred compensation for the three months ended January 31, 2023 and 2022 was $ 80 and $ 76 , respectively .

Outstanding at April 30, 2023 82 $ 81.77

The amount charged to expense related to director deferred compensation for the three months ended April 30, 2023 and 2022 was $ 78 and $ 75 , respectively, compared to $ 158 and $ 151 for the six months ended April 30, 2023 and 2022, respectively.

Nordson Corporation

We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement.

1 unchanged sentence

We record an estimate for future warranty-related costs based on actual historical return rates.

Based on analysis of return rates and other factors, the adequacy of our warranty provisions are adjusted as necessary.

Based on analysis of return rates and other factors, the adequacy of our warranty provisions is adjusted as necessary.

The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheets.

Following is a reconciliation of the product warranty liability for the three months ended January 31, 2023 and 2022:

January 31, 2023 January 31, 2022

Following is a reconciliation of the product warranty liability for the six months ended April 30, 2023 and 2022:

April 30, 2023 April 30, 2022

Beginning balance at October 31 $ 11,723 $ 11,113

27 unchanged sentences

Solutions Corporate Total

January 31, 2023

April 30, 2023

Net external sales $ 335,807 $ 166,526 $ 147,832 $ — $ 650,165

Operating profit (loss) 111,773 47,922 26,090 ( 13,278 ) 172,507

January 31, 2022

April 30, 2022

Net external sales $ 316,434 $ 172,212 $ 146,757 $ — $ 635,403

Operating profit (loss) 102,196 58,314 40,144 ( 16,681 ) 183,973

Six Months Ended

April 30, 2023

Net external sales $ 647,353 $ 320,813 $ 292,476 $ — $ 1,260,642

Operating profit (loss) 214,093 87,307 43,053 ( 27,727 ) 316,726

April 30, 2022

Net external sales $ 640,367 $ 330,996 $ 273,206 $ — $ 1,244,569

Operating profit (loss) 204,383 107,407 67,378 ( 39,335 ) 339,833

We had significant sales in the following geographic regions:

Three Months Ended

January 31, 2023 January 31, 2022

Three Months Ended Six Months Ended

April 30, 2023 April 30, 2022 April 30, 2023 April 30, 2022

Americas $ 278,731 $ 273,753 $ 543,610 $ 513,654

8 unchanged sentences

The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:

January 31, 2023 Total Level 1 Level 2 Level 3

April 30, 2023 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

6 unchanged sentences

Total liabilities at fair value $ 14,854 $ — $ 14,854 $ —

Nordson Corporation

October 31, 2022 Total Level 1 Level 2 Level 3

10 unchanged sentences

These foreign exchange contracts are not designated as hedges.

Nordson Corporation

(b) Executive officers and other highly compensated employees may defer up to 100 % of their salary and annual cash incentive compensation and for executive officers, up to 90 % of their long-term incentive compensation, into various non-qualified deferred compensation plans.

3 unchanged sentences

The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments.

January 31, 2023

April 30, 2023

Carrying Amount Fair Value

3 unchanged sentences

Derivative financial instruments

Foreign Currency Forward Contracts

We operate internationally and enter into intercompany transactions denominated in foreign currencies.

5 unchanged sentences

Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other – net” on the Condensed Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position.

For the three months ended January 31, 2023, we recognized a net gain of $ 16,139 on foreign currency forward contracts and a net loss of $ 20,710 from the change in fair value of balance sheet positions.

For the three months ended January 31, 2022, we recognized a net loss of $ 3,598 on foreign currency forward contracts and a net gain of $ 3,962 from the change in fair value of balance sheet positions.

For the three months ended April 30, 2023, we recognized a net loss of $ 3,960 on foreign currency forward contracts and a net gain of $ 1,792 from the change in fair value of balance sheet positions.

For the three months ended April 30, 2022, we recognized a net loss of $ 9,080 on foreign currency forward contracts and a net gain of $ 10,079 from the change in fair value of balance sheet positions.

For the six months ended April 30, 2023, we recognized a net gain of $ 12,179 on foreign currency forward contracts and a net loss of $ 18,918 from the change in fair value of balance sheet positions.

For the six months ended April 30, 2022, we recognized a net loss of $ 12,678 on foreign currency forward contracts and a net gain of $ 14,041 from the change in fair value of balance sheet positions.

The fair values of our foreign currency forward contract assets and liabilities are included in Receivable-net and Accrued liabilities, respectively, in our Consolidated Balance Sheets.

The following table summarizes, by currency, the foreign currency forward contracts outstanding at January 31, 2023 and 2022:

January 31, 2023 contract amounts:

Nordson Corporation

The following table summarizes, by currency, the foreign currency forward contracts outstanding at April 30, 2023 and 2022:

April 30, 2023 contract amounts:

Notional Sell Amounts Notional Buy Amounts

1 unchanged sentence

British pound 28,614 123,134

Mexican Peso 11,658 31,315

Japanese yen 21,619 26,700

Mexican Peso 871 27,577

Hong Kong dollar — 148,303

Australian dollar 375 8,821

Singapore dollar 60 19,759

Australian dollar — 8,892

Taiwan Dollar — 8,000

1 unchanged sentence

Total $ 162,822 $ 584,675

January 31, 2022 contract amounts:

April 30, 2022 contract amounts:

Notional Sell Amounts Notional Buy Amounts

1 unchanged sentence

British pound 38,478 80,853

Hong Kong dollar 7,727 55,666

Japanese yen 10,848 39,294

1 unchanged sentence

Australian dollar 295 9,269

Hong Kong dollar — 49,595

Others 15,378 91,599

Total $ 169,360 $ 631,871

Nordson Corporation

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments.

2 unchanged sentences

Our customers represent a wide variety of industries and geographic regions.

For the three months ended January 31, 2023 and 2022, there were no significant concentrations of credit risk.

For the three and six months ended April 30, 2023 and 2022, there were no significant concentrations of credit risk.

Net Investment Hedges

Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates.

We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.

On January 18, 2023, the Company and Nordson Engineering GmbH, as borrowers, entered into a Term Loan Agreement with PNC Bank, as Administrative Agent and Lender (Term Loan due 2024).

The Company has designated € 180,000 of borrowings on our Term Loan due 2024 as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries.

The carrying value of the euro-denominated debt totaled $ 198,369 as of April 30, 2023 and is included in the Current maturities of long-term debt and notes payable line in the Consolidated Balance Sheets.

Any increase or decrease related to the remeasurement of the Term Loan due 2024 into U.S.

dollars is recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheet until the sale or substantial liquidation of the underlying investments.

The loss on the net investment hedge recorded in the currency translation component of Accumulated other comprehensive income (loss) was $ 3,611 , net of tax, for the three and six months ended April 30, 2023.

Nordson Corporation

Long-term debt

A summary of long-term debt is as follows:

January 31, 2023 October 31, 2022

April 30, 2023 October 31, 2022

Revolving credit agreement, due 2024 $ 275,000 $ —

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Senior notes, due 2023-2030 350,000 350,000

Euro loan, due 2023 287,851 261,893

Notes payable and other 2,453 —

Euro loan — 261,893

Term Facility, due 2024 198,369 —

950,298 738,822

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It expires in April 2024.

The weighted-average interest rate at January 31, 2023 was 5.07 %.

The weighted-average interest rate at April 30, 2023 was 5.49 %.

On April 17, 2023, we entered into an amendment to, among other things, replace LIBOR with SOFR, EURIBOR, SONIA and TIBOR for USD, EUR, GBP and JPY borrowings, respectively.

Senior notes, due 2023-2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies had a remaining weighted-average life of 0.97 years.

The weighted-average interest rate at January 31, 2023 was 3.10 %.

The weighted-average interest rate at April 30, 2023 was 3.10 %.

Senior notes, due 2023-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies had a remaining weighted-average life of 1.95 years.

The weighted-average interest rate at January 31, 2023 was 3.10 %.

The weighted-average interest rate at April 30, 2023 was 3.10 %.

Senior notes, due 2023-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies had a remaining weighted-average life of 2.55 years.

The weighted-average interest rate at January 31, 2023 was 3.90 %.

Euro loan, due 2023 — In March 2020, we amended, restated and extended the term of our existing euro term loan facility with Bank of America Merrill Lynch International Limited.

The interest rate is variable based on the EURIBOR rate.

The term loan agreement provides for the following term loans due in two tranches:

€ 115,000 is due in March 2023 and an additional € 150,000 that was drawn down in March 2020 is due in March 2023.

The weighted average interest rate at January 31, 2023 was 2.12 %.

The weighted-average interest rate at April 30, 2023 was 3.90 %.

Euro loan — The euro term loan facility with Bank of America Merrill Lynch International Limited was due in March 2023 and was repaid.

Term loan, due 2024 — In January 2023, we entered into a $ 200,000 unsecured term loan facility.

This facility has a 1.25 year term and expires in April 2024.

At January 31, 2023, we had no balance outstanding under this facility.

We were in compliance with all covenants at January 31, 2023 and the amount we could borrow would not have been limited by any debt covenants.

This facility has a 1.25 year term and matures in April 2024.

At April 30, 2023, we had a balance of € 180,000 for a carrying amount of $ 198,369 .

The weighted-average interest rate at April 30, 2023 was 3.90 %.

We were in compliance with all covenants at April 30, 2023 and the amount we could borrow would not have been limited by any debt covenants.

Contingencies

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We have voluntarily agreed with the City of New Richmond, Wisconsin and other potentially responsible parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the Site) and the construction of a potable water delivery system serving the impacted area down gradient of the Site.

As of January 31, 2023 and October 31, 2022, our accrual for the ongoing operation, maintenance and monitoring obligation at th e Site was $ 266 a nd $ 266 , respectively.

As of April 30, 2023 and October 31, 2022, our accrual for the ongoing operation, maintenance and monitoring obligation at th e Site was $ 266 a nd $ 266 , respectively.

The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations.

The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the

Nordson Corporation

complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements.

The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements.

Consequently, our liability could be greater than our current estimate.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements