What changed in this filing

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Item 1. Financial Statements

2023-08-24 compared with 2023-05-25 · 180 added, 125 removed, 563 unchanged (35% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

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

Three Months Ended Nine Months Ended

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

Sales $ 648,677 $ 662,128 $ 1,909,319 $ 1,906,697

7 unchanged sentences

Interest and investment income 603 572 1,628 1,456

Other - net ( 1,405 ) ( 39,764 ) ( 4,601 ) ( 38,472 )

Other income (expense)- net 2,542 752 ( 2,059 ) ( 37,720 )

( 8,944 ) ( 4,413 ) ( 32,963 ) ( 53,012 )

10 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

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

Net income $ 127,891 $ 141,811 $ 359,715 $ 371,854

10 unchanged sentences

Current assets:

April 30, 2023 October 31, 2022

July 31, 2023 October 31, 2022

Cash and cash equivalents $ 143,138 $ 163,457

38 unchanged sentences

Consolidated Statements of Shareholders’ Equity

Six Months Ended April 30, 2023

Nine Months Ended July 31, 2023

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

26 unchanged sentences

Defined benefit pension and post-retirement

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

plan adjustments — — — ( 173 ) — ( 173 )

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

Shares issued under company stock and employee benefit plans — 5,958 — — 683 6,641

Stock-based compensation — 5,858 — — — 5,858

Purchase of treasury shares — — — — ( 23,798 ) ( 23,798 )

Dividends declared ($ 0.65 per share)

— — ( 37,084 ) — — ( 37,084 )

Net income — — 127,891 — — 127,891

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — 3,455 — 3,455

Defined benefit pension and post-retirement

plan adjustments — — — ( 159 ) — ( 159 )

July 31, 2023 $ 12,253 $ 660,218 $ 3,900,384 $ ( 128,704 ) $ ( 1,864,345 ) $ 2,579,806

Nordson Corporation

Six Months Ended April 30, 2022

Consolidated Statements of Shareholders’ Equity

Nine Months Ended July 31, 2022

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

27 unchanged sentences

Defined benefit pension and post-retirement

plans adjustment — — — 2,778 — 2,778

plan adjustments — — — 2,778 — 2,778

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

Shares issued under company stock and employee benefit plans — 940 — — 107 1,047

Stock-based compensation — 7,618 — — — 7,618

Purchase of treasury shares — — — — ( 93,301 ) ( 93,301 )

Dividends declared ($ 0.51 per share)

— — ( 29,374 ) — — ( 29,374 )

Net income — — 141,811 — — 141,811

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 21,220 ) — ( 21,220 )

Defined benefit pension and post-retirement

plan adjustments — — — 1,848 — 1,848

July 31, 2022 $ 12,253 $ 616,567 $ 3,548,206 $ ( 217,581 ) $ ( 1,760,400 ) $ 2,199,045

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Six Months Ended

(In thousands) Nine Months Ended

Cash flows from operating activities:

April 30, 2023 April 30, 2022

July 31, 2023 July 31, 2022

Net income $ 359,715 $ 371,854

3 unchanged sentences

Deferred income taxes ( 930 ) ( 11,094 )

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

Other non-cash expense 762 43,325

Loss on sale of property, plant and equipment 1,624 ( 707 )

Changes in operating assets and liabilities 19,197 ( 162,333 )

Other 36,945 ( 32,276 )

Net cash provided by operating activities 478,072 339,691

11 unchanged sentences

Dividends paid ( 111,547 ) ( 88,675 )

Net cash provided by (used in) financing activities 64,822 ( 192,935 )

Net cash used in financing activities ( 102,074 ) ( 294,418 )

Effect of exchange rate changes on cash 5,679 ( 5,937 )

5 unchanged sentences

Notes to Condensed Consolidated Financial Statements

April 30, 2023

July 31, 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 six months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the full year.

Operating results for the nine months ended July 31, 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 April 30, 2023 and 2022 were not material.

Revenues deferred as of July 31, 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 April 30, 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 recognized over time represented approximately less than ten percent of our overall consolidated revenues at July 31, 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 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.

Options excluded from the calculation of diluted earnings per share for the three months ended July 31, 2023 and 2022 were 138 and 76 , respectively.

Options excluded from the calculation of diluted earnings per share for the nine months ended July 31, 2023 and 2022 were 141 and 79 , respectively.

Recently issued accounting standards

There have been no new accounting standards issued which would require either disclosure or adoption during the current period.

There have been no new accounting standards issued which would require either disclosure or adoption during the current periods.

Business acquisitions have been accounted for using the acquisition method, with the acquired assets and liabilities recorded at estimated fair value on the dates of acquisition.

1 unchanged sentence

Operating results since the respective dates of acquisitions are included in the Condensed Consolidated Statements of Income.

2023 Acquisition

2023 Acquisitions

On August 24, 2023, the Company completed the acquisition of the ARAG Group and its subsidiaries (ARAG Group or ARAG) pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company, its Italian subsidiary, Capvis Equity V LP (Capvis), DRIP Co-Investment (DRIP), and certain individuals (the Individual Sellers, and together with Capvis and DRIP, collectively, the Sellers).

ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying.

ARAG will operate as a division of our Industrial Precision Solutions segment.

In anticipation of the acquisition, the Company entered into a € 760,000 senior unsecured term loan facility with a group of banks in August 2023 (the Term F acility ).

The Term Facility has a 364-day term and matures in August 2024, and loans under the facility bear interest at a eurocurrency rate plus an applicable margin that will range from 1.1250 % to 1.625 % based on the Company’s Leverage Ratio (as defined in the term loan credit agreement and calculated on a consolidated net debt basis).

The all-cash ARAG acquisition of approximately € 957,000 , net of the repayment of approximately € 30,300 of debt of the acquired companies, was funded using the Term Facility and Revolving Facility.

The financial results of the ARAG Group acquisition are not expected to have a material impact on our Consolidated Financial Statements.

On November 3, 2022, we acquired 100 % of CyberOptics Corporation (CyberOptics).

5 unchanged sentences

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

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

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

Nordson Corporation

The assets and liabilities acquired were as follows:

11 unchanged sentences

Total Liabilities $ 31,097

Nordson Corporation

2022 Acquisition

13 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 $ 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.

Accounts receivable are net of an allowance for credit losses of $ 8,076 and $ 8,218 on July 31, 2023 and October 31, 2022, respectively.

Provision losses related to allowance for credit losses of $ 410 and provision income of $ 239 was recorded for the three and nine months ended July 31, 2023, respectively, compared to provision expense of $ 788 and $ 1,439 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:

April 30, 2023 October 31, 2022

July 31, 2023 October 31, 2022

Finished goods $ 234,690 $ 218,491

5 unchanged sentences

See Acquisitions Note for inventory increase attributable to acquisition of CyberOptics.

Nordson Corporation

Property, Plant and Equipment

Components of property, plant and equipment were as follows:

April 30, 2023 October 31, 2022

July 31, 2023 October 31, 2022

Land $ 9,856 $ 9,278

8 unchanged sentences

$ 350,735 $ 353,442

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.

Depreciation expense was $ 13,180 and $ 12,178 for the three months ended July 31, 2023 and 2022, respectively.

Depreciation expense was $ 38,798 and $ 36,876 for the nine months ended July 31, 2023 and 2022, respectively.

Goodwill and other intangible assets

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

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

Solutions Medical Fluid Systems Advanced

3 unchanged sentences

Currency effect 4,744 3,869 17,844 26,457

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.

Balance at July 31, 2023 $ 524,980 $ 1,175,938 $ 409,862 $ 2,110,780

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

See Acquisitions Note for additional details.

Nordson Corporation

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

April 30, 2023

July 31, 2023

Amount Accumulated

15 unchanged sentences

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

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.

Amortization expense for the three months ended July 31, 2023 and 2022 was $ 13,922 and $ 12,709 , respectively.

Amortization expense for the nine months ended July 31, 2023 and 2022 was $ 41,839 and $ 38,366 , respectively.

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

8 unchanged sentences

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:

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

International

5 unchanged sentences

Amortization of net actuarial loss — 1,197 20 558

Settlement loss — 41,221 — —

Total benefit cost $ 391 $ 2,262 $ 538 $ 893

International

Six Months Ended 2023 2022 2023 2022

Nine Months Ended 2023 2022 2023 2022

Service cost $ 8,233 $ 13,338 $ 838 $ 1,343

5 unchanged sentences

Total benefit cost $ 1,172 $ 49,941 $ 1,597 $ 2,810

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

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

International

5 unchanged sentences

International

Six Months Ended 2023 2022 2023 2022

Nine Months Ended 2023 2022 2023 2022

Service cost $ 299 $ 515 $ 4 $ 9

3 unchanged sentences

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 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.

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 periods.

The effective tax rate for the three months ended July 31, 2023 and 2022 was 21.1 % and 21.4 %, respectively.

The effective tax rate for the nine months ended July 31, 2023 and 2022 was 20.9 % and 21.2 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 996 and $ 2,745 for the three months and nine months ended July 31, 2023, respectively, compared to $ 115 and $ 1,539 for the three and nine months ended July 31, 2022, respectively.

Nordson Corporation

3 unchanged sentences

postretirement

plan adjustments Accumulated

adjustments Accumulated

comprehensive

5 unchanged sentences

79,986 — 79,986

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.

Balance at July 31, 2023 $ ( 80,060 ) $ ( 48,644 ) $ ( 128,704 )

(a) Includes a net loss of $ 3,672 , net of tax of $ 1,097 , on net investment hedges.

Stock-based compensation

2 unchanged sentences

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.

As of July 31, 2023, a total of 2,012 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 $ 1,622 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:

We recognized compensation expense related to stock options of $ 1,697 and $ 4,982 for the three month and nine months ended July 31, 2023, respectively, compared to $ 1,580 and $ 5,743 for the three and nine months ended July 31, 2022, respectively.

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

Options Weighted-

6 unchanged sentences

Forfeited or expired ( 10 ) 206.93

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

Outstanding at July 31, 2023 1,094 $ 151.09 $ 111,165 5.1 years

Expected to vest 245 $ 214.42 $ 10,006 7.5 years

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.

Exercisable at July 31, 2023 846 $ 132.58 $ 101,014 4.4 years

As of July 31, 2023, there was $ 7,013 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 1.7 years.

1 unchanged sentence

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:

Six Months Ended

April 30, 2023 April 30, 2022

Nine Months Ended

July 31, 2023 July 31, 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 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.

The weighted average grant date fair value of stock options granted during the nine months ended July 31, 2023 and 2022 was $ 77.99 and $ 79.03 , respectively.

The total intrinsic value of options exercised during the three months ended July 31, 2023 and 2022 was $ 7,741 and $ 1,052 , respectively.

The total intrinsic value of options exercised during the nine months ended July 31, 2023 and 2022 was $ 19,873 and $ 10,418 , respectively.

Cash received from the exercise of stock options for the nine months ended July 31, 2023 and 2022 was $ 18,449 and $ 8,845 , 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.

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

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

Number of Shares Weighted-Average

1 unchanged sentence

Vested ( 6 ) 167.99

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 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.

Restricted shares at July 31, 2023 — $ —

As of July 31, 2023, there was no unrecognized compensation cost related to restricted shares.

The amount charged to expense related to restricted shares during the three months ended July 31, 2023 and 2022 was $ 73 and $ 243 , respectively, which included common share dividends of $ 2 and $ 4 , respectively.

For the nine months ended July 31, 2023 and 2022, the amounts charged to expense related to restricted shares were $ 336 and $ 856 , respectively, which included common shares dividends of $ 5 and $ 14 , respectively.

Nordson Corporation

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

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

Number of Units Weighted-Average

3 unchanged sentences

Vested ( 45 ) 219.06

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.

Restricted share units at July 31, 2023 70 $ 232.88

As of July 31, 2023, there was $ 10,080 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.8 years.

The amount charged to expense related to restricted share units during each of the three months ended July 31, 2023 and 2022 was $ 2,152 and $ 2,154 , respectively, compared to $ 6,658 and $ 6,246 for the nine months ended July 31, 2023 and 2022, respectively.

Performance Share Incentive Awards

5 unchanged sentences

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.

The amount charged to expense related to performance awards for the three months ended July 31, 2023 and 2022 was $ 1,831 and $ 3,555 , respectively, compared to charges of $ 4,785 and $ 10,296 for the nine months ended July 31, 2023 and 2022, respectively.

As of July 31, 2023, there was $ 7,947 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 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.

Expense related to dividends paid under this plan for the three months ended July 31, 2023 and 2022 was $ 30 and $ 17 , respectively, compared to $ 77 and $ 53 for the nine months ended July 31, 2023 and 2022, respectively.

Deferred Directors' Compensation

3 unchanged sentences

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

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

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

Number of Shares Weighted-Average

2 unchanged sentences

Distributions ( 13 ) 52.50

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.

Outstanding at July 31, 2023 78 $ 84.02

The amount charged to expense related to director deferred compensation for the three months ended July 31, 2023 and 2022 was $ 76 and $ 73 , respectively, compared to $ 234 and $ 224 for the nine months ended July 31, 2023 and 2022, respectively.

Nordson Corporation

4 unchanged sentences

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 six months ended April 30, 2023 and 2022:

April 30, 2023 April 30, 2022

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

July 31, 2023 July 31, 2022

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

27 unchanged sentences

Solutions Corporate Total

April 30, 2023

July 31, 2023

Net external sales $ 338,257 $ 170,871 $ 139,549 $ — $ 648,677

Operating profit (loss) 115,346 54,019 27,083 ( 25,452 ) 170,996

April 30, 2022

July 31, 2022

Net external sales $ 341,215 $ 177,840 $ 143,073 $ — $ 662,128

Operating profit (loss) 119,706 58,103 28,155 ( 21,046 ) 184,918

Six Months Ended

April 30, 2023

Nine Months Ended

July 31, 2023

Net external sales $ 985,610 $ 491,683 $ 432,026 $ — $ 1,909,319

Operating profit (loss) 329,439 141,326 70,136 ( 53,179 ) 487,722

April 30, 2022

July 31, 2022

Net external sales $ 981,582 $ 508,836 $ 416,279 $ — $ 1,906,697

1 unchanged sentence

We had significant sales in the following geographic regions:

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

July 31, 2023 July 31, 2022 July 31, 2023 July 31, 2022

Americas $ 290,515 $ 279,205 $ 834,125 $ 792,859

8 unchanged sentences

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

April 30, 2023 Total Level 1 Level 2 Level 3

July 31, 2023 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

$ 9,608 $ — $ 9,608 $ —

Net investment contracts (b)

3,036 — 3,036 —

Total assets at fair value $ 12,644 $ — $ 12,644 $ —

Deferred compensation plans (b)

Deferred compensation plans (c)

$ 10,636 $ — $ 10,636 $ —

1 unchanged sentence

4,209 — 4,209 —

Net investment contracts (b)

4,601 — 4,601 —

Total liabilities at fair value $ 19,446 $ — $ 19,446 $ —

12 unchanged sentences

These foreign exchange contracts are not designated as hedges.

(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.

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

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

The notional amount of our net investment hedge contracts as of July 31, 2023 was $ 385,000 .

(c) 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.

Deferrals can be allocated to various market performance measurement funds.

2 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.

April 30, 2023

July 31, 2023

Carrying Amount Fair Value

11 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 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.

For the three months ended July 31, 2023, we recognized a net loss of $ 93 on foreign currency forward contracts and a net loss of $ 885 from the change in fair value of balance sheet positions.

For the three months ended July 31, 2022, we recognized a net gain of $ 15,181 on foreign currency forward contracts and a net loss of $ 14,436 from the change in fair value of balance sheet positions.

For the nine months ended July 31, 2023, we recognized a net gain of $ 12,086 on foreign currency forward contracts and a net loss of $ 19,710 from the change in fair value of balance sheet positions.

For the nine months ended July 31, 2022, we recognized a net gain of $ 2,503 on foreign currency forward contracts and a net loss of $ 394 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.

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:

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

July 31, 2023 contract amounts:

Notional Sell Amounts Notional Buy Amounts

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Total $ 146,717 $ 490,020

April 30, 2022 contract amounts:

July 31, 2022 contract amounts:

Notional Sell Amounts Notional Buy Amounts

1 unchanged sentence

British pound 36,779 78,942

Hong Kong dollar 7,727 55,666

Japanese yen 16,688 37,163

Hong Kong dollar — 67,341

Singapore dollar 378 18,025

6 unchanged sentences

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

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

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

Net Investment Hedges

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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.

During the second quarter of 2023, the Company designated € 180,000 of borrowings as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries.

On June 30, 2023, the hedge was terminated.

Any increase or decrease related to the remeasurement of the € 180,000 borrowing into U.S.

dollars was recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheet.

A gain of $ 1,144 , net of tax, and a loss of $ 2,467 , net of tax, was recorded on these net investment hedges for the three and nine months ended July 31, 2023, respectively.

During the quarter ended July 31, 2023, the Company entered into various cross currency swaps between the U.S.

Dollar and Euro, Japanese Yen, Taiwan Dollar and Chinese Yuan which were designated as a hedges of our net investments in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries.

Any increases or decreases related to the remeasurement of the hedges are 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.

A loss of $ 1,205 , net of tax, was recorded for both the three and nine months ended July 31, 2023.

Nordson Corporation

The following table summarizes the fair values of our net investment contracts designated as net investment hedges in the Company's Consolidated Balance Sheets as of July 31, 2023:

Prepaid expenses and other current assets Other assets Accrued liabilities Other long-term liabilities

Net investment contracts $ 2,977 $ 59 $ 841 $ 3,760

Long-term debt

A summary of long-term debt is as follows:

April 30, 2023 October 31, 2022

July 31, 2023 October 31, 2022

Revolving credit agreement, due 2028 $ 200,000 $ —

2 unchanged sentences

Senior notes, due 2023-2030 260,000 350,000

Term loan due 2026 300,000 —

Euro Loan — 261,893

Term Facility, due 2024 198,369 —

846,286 738,822

2 unchanged sentences

Long-term maturities $ 727,455 $ 345,320

Revolving credit agreement, due 2028 — In June 2023, we entered into a $ 1,150,000 unsecured multi-currency credit facility with a group of banks, which provides for a term loan facility in the aggregate principal amount of $ 300,000 (the "Term Loan Facility"), maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $ 850,000 (the "Revolving Facility"), maturing in June 2028 (the "New Credit Agreement").

The Company borrowed and has outstanding $ 300,000 on the Term Loan Facility on June 6, 2023.

The Revolving Facility permits borrowing in U.S.

Dollars, Euros, Sterling, Swiss Francs, Singapore Dollars, Yen, and each other currency approved by a Revolving Facility lender.

The New Credit Agreement provides that the applicable margin for (i) RFR, as defined in the New Credit Agreement, and Eurodollar Loans will range from 0.85 % to 1.20 % and (ii) Base Rate Loans will range from 0.00 % to 0.20 %, in each case, based on the Company’s Leverage Ratio (as defined in the Credit Agreement and calculated on a consolidated net debt basis).

Borrowings under the New Credit Agreement bear interest at (i) either a base rate or a SOFR rate, with respect to borrowings in U.S.

dollars, (ii) a eurocurrency rate, with respect to borrowings in Euros and Yen, or (iii) Daily Simple RFR, with respect to borrowings in Sterling, Swiss Francs or Singapore Dollars, plus, in each case, an applicable margin (and, solely in the case of Singapore Dollars, a spread adjustment).

The applicable margin is based on the Company’s Leverage Ratio.

The weighted-average interest rate at July 31, 2023 was 6.00 %.

Revolving credit agreement, due 2024 — In April 2019, we entered into a $ 850,000 unsecured multi-currency credit facility with a group of banks, which amended, restated and extended our then existing syndicated revolving credit agreement.

This facility has a five-year term and includes a $ 75,000 subfacility for swing-line loans.

It expires in April 2024.

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 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 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 April 30, 2023 was 3.90 %.

This facility had a five-year term expiring in April 2024 and included a $ 75,000 subfacility for swing-line loans.

On April 17, 2023, we entered into an amendment to, among other things, replace LIBOR with SOFR, EURIBOR, SONIA and TIBOR for U.S.

Dollar, Euro, British Pound Sterling and Japanese Yen borrowings, respectively.

On June 6, 2023, this credit agreement was terminated and replaced by the New Credit Agreement.

Senior notes, due 2023-2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies have a remaining weighted-average life of 1.25 years.

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

Senior notes, due 2023-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of 2.23 years.

The weighted-average interest rate at July 31, 2023 was 3.11 %.

Senior notes, due 2023-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies have a remaining weighted-average life of 3.13 years.

The weighted-average interest rate at July 31, 2023 was 3.97 %.

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 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.

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

Nordson Corporation

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 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.

As of July 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.

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

2 unchanged sentences

However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

Subsequent Event

ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying.

ARAG will operate as a division of our Industrial Precision Solutions segment.

In anticipation of the acquisition, the Company entered into a € 760,000 senior unsecured term loan facility with a group of banks in August 2023 (the Term F acility ).

The financial results of the ARAG Group acquisition are not expected to have a material impact on our Consolidated Financial Statements.

Nordson Corporation

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