SEC Info - Nordson Corp. - ‘10-Q’ for 7/31/20

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Nordson Corp. – ‘10-Q’ for 7/31/20

On: Friday, 9/4/20, at 11:42am ET · For: 7/31/20 · Accession #: 1564590-20-42612 · File #: 0-07977

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/04/20  Nordson Corp.                     10-Q        7/31/20   86:11M                                    ActiveDisclosure/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.08M 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
 4: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 5: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
12: R1          Document and Entity Information                     HTML     77K 
13: R2          Condensed Consolidated Statements of Income         HTML     91K 
                (Unaudited)                                                      
14: R3          Condensed Consolidated Statements of Comprehensive  HTML     48K 
                Income (Unaudited)                                               
15: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML    121K 
16: R5          Condensed Consolidated Statements of Shareholders'  HTML     96K 
                Equity (Unaudited)                                               
17: R6          Condensed Consolidated Statements of Shareholders'  HTML     29K 
                Equity (Unaudited) (Parenthetical)                               
18: R7          Condensed Consolidated Statements of Cash Flows     HTML     89K 
                (Unaudited)                                                      
19: R8          Significant Accounting Policies                     HTML     36K 
20: R9          Recently Issued Accounting Standards                HTML     43K 
21: R10         Acquisitions                                        HTML     30K 
22: R11         Inventories                                         HTML     54K 
23: R12         Goodwill and Other Intangible Assets                HTML    128K 
24: R13         Pension and Other Postretirement Plans              HTML    236K 
25: R14         Income Taxes                                        HTML     31K 
26: R15         Accumulated Other Comprehensive Loss                HTML     60K 
27: R16         Stock-Based Compensation                            HTML    146K 
28: R17         Warranties                                          HTML     48K 
29: R18         Operating Segments                                  HTML    216K 
30: R19         Fair Value Measurements                             HTML    145K 
31: R20         Derivative Financial Instruments                    HTML     96K 
32: R21         Leases                                              HTML    122K 
33: R22         Long-Term Debt                                      HTML     72K 
34: R23         Contingencies                                       HTML     31K 
35: R24         Significant Accounting Policies (Policies)          HTML     49K 
36: R25         Inventories (Tables)                                HTML     54K 
37: R26         Goodwill and Other Intangible Assets (Tables)       HTML    129K 
38: R27         Pension and Other Postretirement Plans (Tables)     HTML    235K 
39: R28         Accumulated Other Comprehensive Loss (Tables)       HTML     58K 
40: R29         Stock-Based Compensation (Tables)                   HTML    141K 
41: R30         Warranties (Tables)                                 HTML     46K 
42: R31         Operating Segments (Tables)                         HTML    213K 
43: R32         Fair Value Measurements (Tables)                    HTML    143K 
44: R33         Derivative Financial Instruments (Tables)           HTML     92K 
45: R34         Leases (Tables)                                     HTML    121K 
46: R35         Long-Term Debt (Tables)                             HTML     68K 
47: R36         Significant Accounting Policies - Additional        HTML     31K 
                Information (Detail)                                             
48: R37         Recently Issued Accounting Standards - Additional   HTML     35K 
                Information (Detail)                                             
49: R38         Acquisitions - Additional Information (Detail)      HTML     55K 
50: R39         Inventories - Schedule of Inventories (Detail)      HTML     39K 
51: R40         Goodwill and Other Intangible Assets - Summary of   HTML     36K 
                Changes in Carrying Amount of Goodwill (Detail)                  
52: R41         Goodwill and Other Intangible Assets - Summary of   HTML     45K 
                Intangible Assets Subject to Amortization (Detail)               
53: R42         Goodwill and Other Intangible Assets - Additional   HTML     27K 
                Information (Detail)                                             
54: R43         Pension and Other Postretirement Plans - Net        HTML     54K 
                Periodic Benefit Cost (Detail)                                   
55: R44         Pension and Other Postretirement Plans -            HTML     28K 
                Additional Information (Detail)                                  
56: R45         Pension and Other Postretirement Plans - Other      HTML     47K 
                Postretirement Benefit Cost (Detail)                             
57: R46         Income Taxes - Additional Information (Detail)      HTML     35K 
58: R47         Accumulated Other Comprehensive Loss - Summary of   HTML     44K 
                Accumulated Other Comprehensive Loss (Detail)                    
59: R48         Accumulated Other Comprehensive Loss - Summary of   HTML     27K 
                Accumulated Other Comprehensive Loss                             
                (Parenthetical) (Detail)                                         
60: R49         Stock-Based Compensation - Additional Information   HTML    135K 
                (Detail)                                                         
61: R50         Stock-Based Compensation - Summarized Activity      HTML     70K 
                Related to Stock Options (Detail)                                
62: R51         Stock-Based Compensation - Fair Value Assumptions   HTML     44K 
                of Stock Options (Detail)                                        
63: R52         Stock-Based Compensation - Summarized Activity      HTML     46K 
                Related to Restricted Stock (Detail)                             
64: R53         Stock-Based Compensation - Summarized Activity      HTML     35K 
                Related to Restricted Stock Units (Detail)                       
65: R54         Stock-Based Compensation - Summarized Activity      HTML     37K 
                Related to Director Deferred Compensation Shares                 
                (Detail)                                                         
66: R55         Warranties - Additional Information (Detail)        HTML     25K 
67: R56         Warranties - Reconciliation of Product Warranty     HTML     33K 
                Liability (Detail)                                               
68: R57         Operating Segments - Additional Information         HTML     26K 
                (Detail)                                                         
69: R58         Operating Segments - Segments (Detail)              HTML     43K 
70: R59         Operating Segments - Reconciliation of Segment      HTML     40K 
                Operating Income to Consolidated Income Before                   
                Income Taxes (Detail)                                            
71: R60         Operating Segments - Sales Information by           HTML     41K 
                Geographic Regions (Detail)                                      
72: R61         Fair Value Measurements - Schedule of Assets and    HTML     42K 
                Liabilities Measured at Fair Value on Recurring                  
                Basis (Detail)                                                   
73: R62         Fair Value Measurements - Schedule of Assets and    HTML     28K 
                Liabilities Measured at Fair Value on Recurring                  
                Basis (Parenthetical) (Detail)                                   
74: R63         Fair Value Measurements - Carrying Amounts and      HTML     29K 
                Fair Values of Financial Instruments, Other than                 
                Cash and Cash Equivalents, Receivables and                       
                Accounts Payable (Detail)                                        
75: R64         Derivative Financial Instruments - Additional       HTML     31K 
                Information (Detail)                                             
76: R65         Derivative Financial Instruments - Outstanding      HTML     52K 
                Currency, Forward Exchange Contracts (Detail)                    
77: R66         Leases - Schedule of Additional Lease Information   HTML     41K 
                Under Finance and Operating Leases (Detail)                      
78: R67         Leases - Schedule of Supplemental Cash Flow         HTML     40K 
                Information Related to Leases (Detail)                           
79: R68         Leases - Schedule of Reconciliation of              HTML     64K 
                Undiscounted Cash Flows for Operating and Finance                
                Lease Liabilities (Detail)                                       
80: R69         Long-Term Debt - Long-Term Debt (Detail)            HTML     57K 
81: R70         Long-term Debt - Additional Information (Detail)    HTML    137K 
82: R71         Contingencies - Additional Information (Details)    HTML     26K 
84: XML         IDEA XML File -- Filing Summary                      XML    159K 
11: XML         XBRL Instance -- ndsn-10q_20200731_htm               XML   3.36M 
83: EXCEL       IDEA Workbook of Financial Reports                  XLSX     97K 
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 8: EX-101.DEF  XBRL Definitions -- ndsn-20200731_def                XML    535K 
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10: EX-101.PRE  XBRL Presentations -- ndsn-20200731_pre              XML    945K 
 6: EX-101.SCH  XBRL Schema -- ndsn-20200731                         XSD    177K 
85: JSON        XBRL Instance as JSON Data -- MetaLinks              408±   617K 
86: ZIP         XBRL Zipped Folder -- 0001564590-20-042612-xbrl      Zip    193K

‘10-Q’ — Quarterly Report
Document Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Income Condensed Consolidated Statements of Shareholders' Equity Controls and Procedures Critical Accounting Policies and Estimates Exhibits Financial Condition Financial Information Financial Statements (Unaudited) Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Notes to Condensed Consolidated Financial Statements Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Results of Operations Risk Factors Signature Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Part I -- Financial Information
"	Item 1. Financial Statements (Unaudited)
"	Condensed Consolidated Statements of Income
"	Condensed Consolidated Statements of Comprehensive Income
"	Condensed Consolidated Balance Sheets
"	Condensed Consolidated Statements of Shareholders' Equity
"	Condensed Consolidated Statements of Cash Flows
"	Notes to Condensed Consolidated Financial Statements
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Critical Accounting Policies and Estimates
"	Results of Operations
"	Financial Condition
"	Item 3. Quantitative and Qualitative Disclosures About Market Risk
"	Item 4. Controls and Procedures
"	Part Ii -- Other Information
"	Item 1. Legal Proceedings
"	Item 1A. Risk Factors
"	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
"	Item 6. Exhibits
"	Signature

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C: C: C: C: C:

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FORM i 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

i ☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended i July 31, i 2020 /

i ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number i 0-7977

i NORDSON CORPORATION

(Exact name of registrant as specified in its charter)

i Ohio		i 34-0590250
(State of incorporation)		(I.R.S. Employer Identification No.)

i 28601 Clemens Road i Westlake, i Ohio		i 44145
(Address of principal executive offices)		(Zip Code)

( i 440) i 892-1580

(Telephone Number)

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
i Common Shares, without par value		i NDSN	i Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). i Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	i ☐

Emerging growth company	i ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Shares, without par value as of August 25, 2020: i 58,034,535

Nordson Corporation

Table of Contents

PART I – FINANCIAL INFORMATION	3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)	3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME	3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	4
CONDENSED CONSOLIDATED BALANCE SHEETS	5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY	6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
Critical Accounting Policies and Estimates	25
Results of Operations	25
Financial Condition	29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 4. CONTROLS AND PROCEDURES	31

PART II – OTHER INFORMATION	32

ITEM 1. LEGAL PROCEEDINGS	32
ITEM 1A. RISK FACTORS	32
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 6. EXHIBITS	34

SIGNATURE	35

Page 2

Nordson Corporation

Part I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Income

Three Months Ended

Nine Months Ended

(In thousands, except for per share data)

Sales

i 538,181

i 559,746

i 1,562,575

i 1,608,775

Operating costs and expenses:

Cost of sales

i 257,373

i 257,123

i 728,975

i 735,647

Selling and administrative expenses

i 168,753

i 172,347

i 521,423

i 529,675

i 426,126

i 429,470

i 1,250,398

i 1,265,322

Operating profit

i 112,055

i 130,276

i 312,177

i 343,453

Other income (expense):

Interest expense

( i 7,314

)

( i 11,500

)

( i 25,348

)

( i 36,238

)

Interest and investment income

i 434

i 511

i 1,301

i 1,153

Other - net

( i 9,668

)

i 210

( i 12,943

)

( i 4,546

)

( i 16,548

)

( i 10,779

)

( i 36,990

)

( i 39,631

)

Income before income taxes

i 95,507

i 119,497

i 275,187

i 303,822

Income taxes

i 8,526

i 25,569

i 44,123

i 69,404

Net income

i 86,981

i 93,928

i 231,064

i 234,418

Average common shares

i 57,693

i 57,395

i 57,679

i 57,463

Incremental common shares attributable to equity

compensation

i 734

i 722

i 725

i 720

Average common shares and common share equivalents

i 58,427

i 58,117

i 58,404

i 58,183

Basic earnings per share

i 1.51

i 1.64

i 4.01

i 4.08

Diluted earnings per share

i 1.49

i 1.62

i 3.96

i 4.03

See accompanying notes.

Page 3

Nordson Corporation

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended

Nine Months Ended

(In thousands)

Net income

i 86,981

i 93,928

i 231,064

i 234,418

Components of other comprehensive income (loss):

Foreign currency translation adjustments

i 28,943

( i 7,172

)

i 10,509

i 227

Amortization of prior service cost and net actuarial

losses, net of tax

i 2,621

i 2,378

i 9,748

i 5,328

Total other comprehensive income (loss)

i 31,564

( i 4,794

)

i 20,257

i 5,555

Total comprehensive income

i 118,545

i 89,134

i 251,321

i 239,973

See accompanying notes.

Page 4

Nordson Corporation

Condensed Consolidated Balance Sheets

	July 31, 2020			October 31, 2019
(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	i 221,783		$	i 151,164
Receivables - net		i 498,283			i 530,765
Inventories - net		i 310,557			i 283,399
Prepaid expenses and other current assets		i 50,075			i 45,867
Total current assets		i 1,080,698			i 1,011,195
Property, plant and equipment - net		i 414,982			i 398,895
Operating right of use lease assets		i 132,062			—
Goodwill		i 1,701,914			i 1,614,739
Intangible assets - net		i 435,817			i 445,575
Deferred income taxes		i 11,674			i 11,261
Other assets		i 42,811			i 34,782
Total assets	$	i 3,819,958		$	i 3,516,447
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	i 71,355		$	i 85,139
Income taxes payable		i 635			i 15,601
Accrued liabilities		i 161,044			i 161,655
Customer advanced payments		i 45,713			i 41,131
Current maturities of long-term debt		i 43,598			i 168,738
Operating lease liability - current		i 18,636			—
Finance lease liability - current		i 6,237			i 5,362
Total current liabilities		i 347,218			i 477,626
Long-term debt		i 1,221,082			i 1,075,404
Operating lease liability - noncurrent		i 117,609			—
Finance lease liability - noncurrent		i 10,969			i 9,513
Deferred income taxes		i 85,363			i 83,564
Pension obligations		i 132,769			i 158,506
Postretirement obligations		i 87,448			i 86,368
Other long-term liabilities		i 47,588			i 44,421
Shareholders' equity:
Common shares		i 12,253			i 12,253
Capital in excess of stated value		i 526,923			i 483,116
Retained earnings		i 2,912,848			i 2,747,650
Accumulated other comprehensive loss		( i 211,624	)		( i 231,881	)
Common shares in treasury, at cost		( i 1,470,488	)		( i 1,430,093	)
Total shareholders' equity		i 1,769,912			i 1,581,045
Total liabilities and shareholders' equity	$	i 3,819,958		$	i 3,516,447

See accompanying notes.

Page 5

Nordson Corporation

Condensed Consolidated Statements of Shareholders’ Equity

Nine Month Period Ended July 31, 2020

(In thousands, except for per share data)

Common

Additional

Paid-in

Capital

Retained

Earnings

Accumulated

Other

Comprehensive

Income (Loss)

Common

Shares in

Treasury,

at cost

TOTAL

November 1, 2019

i 12,253

i 483,116

i 2,747,650

( i 231,881

)

( i 1,430,093

)

i 1,581,045

Shares issued under company stock and employee

benefit plans

—

i 12,330

—

i 4,049

i 16,379

Stock-based compensation

—

i 6,105

—

i 6,105

Purchase of treasury shares ( i 26,223 shares)

—

( i 4,311

)

( i 4,311

)

Dividends declared ($ i 0.38 per share)

—

( i 21,915

)

—

( i 21,915

)

Net income

—

i 52,004

—

i 52,004

Impact of adoption of ASU 2016-02 (See Note 2)

—

( i 1,055

)

—

( i 1,055

)

Other Comprehensive Income:

Foreign currency translation adjustments

—

i 2,793

—

i 2,793

Defined benefit pension and post-retirement

plans adjustment

—

i 3,229

—

i 3,229

January 31, 2020

i 12,253

i 501,551

i 2,776,684

( i 225,859

)

( i 1,430,355

)

i 1,634,274

Shares issued under company stock and employee

benefit plans

—

i 2,362

—

( i 194

)

i 2,168

Stock-based compensation

—

( i 72

)

—

( i 72

)

Purchase of treasury shares ( i 300,894 shares)

—

( i 37,619

)

( i 37,619

)

Dividends declared ($ i 0.38 per share)

—

( i 21,963

)

—

( i 21,963

)

Net income

—

i 92,079

—

i 92,079

Impact of adoption of ASU 2016-02 (See Note 2)

i 956

Other Comprehensive Income (Loss):

Foreign currency translation adjustments

—

( i 21,227

)

—

( i 21,227

)

Defined benefit pension and post-retirement

plans adjustment

—

i 3,898

—

i 3,898

April 30, 2020

i 12,253

i 503,841

i 2,847,756

( i 243,188

)

( i 1,468,168

)

i 1,652,494

Shares issued under company stock and employee

benefit plans

—

i 20,110

—

i 7,647

i 27,757

Stock-based compensation

—

i 2,972

—

i 2,972

Purchase of treasury shares ( i 53,735 shares)

—

( i 9,967

)

( i 9,967

)

Dividends declared ($ i 0.38 per share)

—

( i 21,859

)

—

( i 21,859

)

Net income

—

i 86,981

—

i 86,981

Impact of adoption of ASU 2016-02 (See Note 2)

( i 30

)

( i 30

)

Other Comprehensive Income:

Foreign currency translation adjustments

—

i 28,943

—

i 28,943

Defined benefit pension and post-retirement

plans adjustment

—

i 2,621

—

i 2,621

July 31, 2020

i 12,253

i 526,923

i 2,912,848

( i 211,624

)

( i 1,470,488

)

i 1,769,912

Page 6

Nordson Corporation

Nine Month Period Ended July 31, 2019

(In thousands, except for per share data)

Common

Additional

Paid-in

Capital

Retained

Earnings

Accumulated

Other

Comprehensive

Income (Loss)

Common

Shares in

Treasury,

at cost

TOTAL

November 1, 2018

i 12,253

i 446,555

i 2,488,375

( i 179,314

)

( i 1,317,128

)

i 1,450,741

Shares issued under company stock and employee

benefit plans

—

i 1,016

—

i 2,591

i 3,607

Stock-based compensation

—

i 4,359

—

i 4,359

Purchase of treasury shares ( i 901,545 shares)

—

( i 107,667

)

( i 107,667

)

Dividends declared ($ i 0.35 per share)

—

( i 20,210

)

—

( i 20,210

)

Net income

—

i 48,567

—

i 48,567

Impact of adoption of ASU 2014-09

—

i 4,329

—

i 4,329

Other Comprehensive Income:

Foreign currency translation adjustments

—

i 16,463

—

i 16,463

Defined benefit pension and post-retirement

plans adjustment

—

i 1,352

—

i 1,352

January 31, 2019

i 12,253

i 451,930

i 2,521,061

( i 161,499

)

( i 1,422,204

)

i 1,401,541

Shares issued under company stock and employee

benefit plans

—

i 8,116

—

i 2,731

i 10,847

Stock-based compensation

—

i 4,869

—

i 4,869

Purchase of treasury shares ( i 78,957 shares)

—

( i 10,422

)

( i 10,422

)

Dividends declared ($ i 0.35 per share)

—

( i 20,029

)

—

( i 20,029

)

Net income

—

i 91,923

—

i 91,923

Other Comprehensive Income (Loss):

Foreign currency translation adjustments

—

( i 9,064

)

—

( i 9,064

)

Defined benefit pension and post-retirement

plans adjustment

—

i 1,598

—

i 1,598

April 30, 2019

i 12,253

i 464,915

i 2,592,955

( i 168,965

)

( i 1,429,895

)

i 1,471,263

Shares issued under company stock and employee

benefit plans

—

i 2,245

—

i 576

i 2,821

Stock-based compensation

—

i 3,791

—

i 3,791

Purchase of treasury shares ( i 261 shares)

—

( i 35

)

( i 35

)

Dividends declared ($ i 0.35 per share)

—

( i 20,086

)

—

( i 20,086

)

Net income

—

i 93,928

—

i 93,928

Other Comprehensive Income (Loss):

Foreign currency translation adjustments

—

( i 7,172

)

—

( i 7,172

)

Defined benefit pension and post-retirement

plans adjustment

—

i 2,378

—

i 2,378

July 31, 2019

i 12,253

i 470,951

i 2,666,797

( i 173,759

)

( i 1,429,354

)

i 1,546,888

See accompanying notes.

Page 7

Nordson Corporation

Condensed Consolidated Statements of Cash Flows

Nine months ended	July 31, 2020			July 31, 2019
(In thousands)
Cash flows from operating activities:
Net income	$	i 231,064		$	i 234,418
Depreciation and amortization		i 84,164			i 83,331
Non-cash stock compensation		i 9,005			i 13,019
Deferred income taxes		( i 6,402	)		( i 1,828	)
Other non-cash expense		i 5,874			i 2,455
Loss on sale of property, plant and equipment		i 274			i 1,053
Changes in operating assets and liabilities		( i 14,021	)		( i 96,017	)
Net cash provided by operating activities		i 309,958			i 236,431
Cash flows from investing activities:
Additions to property, plant and equipment		( i 36,096	)		( i 46,002	)
Proceeds from sale of property, plant and equipment		i 164			i 1,037
Equity investments		( i 2,000	)		( i 844	)
Acquisition of businesses, net of cash acquired		( i 125,260	)		( i 12,110	)
Net cash used in investing activities		( i 163,192	)		( i 57,919	)
Cash flows from financing activities:
Proceeds from long-term debt		i 165,734			i 184,892
Repayment of long-term debt		( i 163,994	)		( i 148,883	)
Repayment of finance lease obligations		( i 5,814	)		( i 4,442	)
Issuance of common shares		i 46,304			i 17,275
Purchase of treasury shares		( i 51,897	)		( i 118,124	)
Dividends paid		( i 65,737	)		( i 60,325	)
Net cash used in financing activities		( i 75,404	)		( i 129,607	)

Effect of exchange rate changes on cash		( i 743	)		i 3,262
Increase in cash and cash equivalents		i 70,619			i 52,167
Cash and cash equivalents:
Beginning of year		i 151,164			i 95,678
End of period	$	i 221,783		$	i 147,845

See accompanying notes.

Page 8

Nordson Corporation

Notes to Condensed Consolidated Financial Statements

July 31, 2020

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this quarterly report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

1.	Significant accounting policies

Basis of presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 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 and nine months ended July 31, 2020 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 footnotes included in our Annual Report on Form 10-K for the year ended October 31, 2019. Certain reclassifications have been made to the prior year financial statements to conform to current year classifications, which included the reclassification of amounts as a result of the realignment of our operating segments. Refer to Note 11 for details on our operating segments.

Basis of consolidation. The consolidated financial statements include the accounts of Nordson Corporation and its majority-owned and controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is i 50% or less or in which we do not have control but have the ability to exercise significant influence, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

/ i

Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual amounts could differ from these estimates.

Revenue recognition. A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. Generally, our revenue results from short-term, fixed-price contracts and primarily is recognized as of a point in time when the product is shipped or at a later point when the control of the product transfers to the customer. Revenue for undelivered items is deferred and included within Accrued liabilities in our Consolidated Balance Sheets. Revenues deferred as of July 31, 2020 and 2019 were not material.

However, for certain contracts related to the sale of customer-specific products within our Advanced Technology Solutions segment, revenue for these contracts is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer. The continuous transfer of control to the customer occurs as we enhance assets that are customer controlled and we are contractually entitled to payment for work performed to date plus a reasonable margin.

As control transfers over time for these products or services, revenue is recognized based on progress toward completion of the performance obligations. The selection method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We have elected to use the input method – costs incurred for these contracts because it best depicts the transfer of products or services to the customer based on incurring costs on the contract. 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 at July 31, 2020 and October 31, 2019. Revenue recognized over time is not material to our overall Consolidated Financial Statements.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services. Sales, value add, and other taxes we collect concurrently with revenue-producing activities are excluded from revenue. As a practical expedient, we may exclude the assessment of whether goods or services are performance obligations, if they are immaterial in the context of the contract, and combine these with other performance obligations. While payment terms and conditions vary by contract type, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs as a significant portion of these costs are incurred prior to transfer of control to the customer. We have also elected to apply the practical expedient to expense sales commissions as they are incurred as the amortization period resulting from capitalizing the costs is one year or less. These costs are recorded within Selling and administrative expenses in our Consolidated Statements of Income.

Page 9

Nordson Corporation

We offer assurance type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term.

Certain arrangements may include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and, therefore, are typically regarded as inconsequential or not material.

We disclose disaggregated revenues by operating segment and geography in accordance with the revenue standard and on the same basis used internally by the chief operating decision maker for evaluating performance of operating segments and for allocating resources. Refer to Note 11 for details on our operating segments.

Earnings per share. Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted shares and deferred stock-based compensation. Options with an exercise price 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 July 31, 2020 were i 210. i No options were excluded from the calculation of diluted earnings per share for the three months ended July 31, 2019. Options excluded from the calculation of diluted earnings per share for the nine months ended July 31, 2020 and 2019 were i 127 and i 235, respectively.

/ i

2.	Recently issued accounting standards

New accounting guidance adopted:

On November 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Accounting Standards Codification (ASC) 842, “Leases.” This standard requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with a lease term of more than 12 months. We elected to use the transition option, which allows entities to initially apply the new standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption without restating prior periods. We elected the practical expedient package related to the identification of leases in contracts, lease classification, and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As we have not reassessed such conclusions, we did not adopt the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated, to separate non-lease components within our lease portfolios, or to determine whether a purchase option will be exercised. There was not a material cumulative-effect adjustment to our beginning retained earnings for the adoption of this standard. Upon adoption, we recognized operating right-of-use assets and lease liabilities in our Consolidated Balance Sheet of $ i 130,583 and $ i 134,853 as of November 1, 2019, respectively, and operating right-of-use assets and lease liabilities were $ i 132,062 and $ i 136,245 as of July 31, 2020, respectively. Adoption of the new standard did not have a material impact on our Consolidated Statements of Income and Cash Flows. Refer to Note 14 for further discussion of leases.

New accounting guidance issued and not yet adopted:

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326),” which changes the impairment model for most financial instruments. Current guidance requires the recognition of credit losses based on an incurred loss impairment methodology that reflects losses once the losses are probable. We will be required to use a current expected credit loss model that will immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of this update, including trade receivables. The standard does not prescribe a specific method to make an estimate so the application will require judgment and should consider historical information, current information, and reasonable and supportable forecasts, and includes estimates of prepayment. This guidance will become effective for us on November 1, 2020. We are advancing in the implementation process as we are gathering and evaluating historical data to determine our policy and are reviewing our business processes and controls to support the recognition and disclosure under the new standard, and are currently assessing the impact this standard will have on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820),” 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

Page 10

Nordson Corporation

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. It will be effective for us beginning November 1, 2020. Early adoption is permitted. We currently do not expect this standard will 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),” a new standard which makes a number of changes 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. It will be effective for us beginning November 1, 2020. Early adoption is permitted. We are currently evaluating our arrangements to determine policy and transition approach with efforts focused on business processes and controls to support the new standard.

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 periodic 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 i one-percentage 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. 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. It will be effective for us beginning November 1, 2021. Early adoption is permitted. We are currently assessing the impact this standard will have on our Consolidated Financial Statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (ASC 740) – Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. It will be effective for us beginning November 1, 2021. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We are currently assessing the impact of this standard on our Consolidated Financial Statements.

3.	Acquisitions

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. The cost in excess of the net assets of the business acquired is included in goodwill. Operating results since the respective dates of acquisitions are included in the Consolidated Statements of Income.

2020 acquisition

On June 1, 2020, we acquired i 100% of the outstanding shares of Fluortek, Inc., a precision plastic extrusion manufacturer that provides custom dimensioned tubing to the medical device industry. We acquired Fluortek for an aggregate purchase price of $ i 125,260, net of cash and other closing adjustments of approximately $ i 515, utilizing cash on hand. Based on the fair value of the assets acquired and the liabilities assumed, property, plant and equipment and working capital – net of $ i 19,843, goodwill of $ i 76,047 and identifiable intangible assets of $ i 29,370 were recorded. The identifiable intangible assets consist primarily of $ i 19,700 of customer relationships (amortized over i 12 years), $ i 7,400 of technology (amortized over i 10 years), $ i 1,500 of tradenames (amortized over i 10 years), and $ i 770 of non-compete agreements (amortized over i 5 years). Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology Solutions segment and the results for Fluortek are not material to the company’s consolidated financial statements. As of July 31, 2020, the purchase price allocations remain preliminary as we complete our assessments of intangible assets and income taxes.

Page 11

Nordson Corporation

2019 acquisition

On July 1, 2019, we purchased certain assets of Optical Control GmbH & Co. KG (“Optical”), a Nuremberg, Germany designer and developer of high speed, fully automatic counting systems utilizing x-ray technology. This transaction was not material to our Consolidated Financial Statements. We recorded the acquisition of Optical based on the fair value of the assets acquired and the liabilities assumed. Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology Solutions segment.

4.	Inventories

At July 31, 2020 and October 31, 2019, inventories consisted of the following:

	July 31, 2020			October 31, 2019
Finished goods	$	i 196,611		$	i 183,973
Raw materials and component parts		i 107,145			i 102,044
Work-in-process		i 54,123			i 42,904
		i 357,879			i 328,921
Obsolescence and other reserves		( i 41,570	)		( i 39,377	)
LIFO reserve		( i 5,752	)		( i 6,145	)
	$	i 310,557		$	i 283,399

/ /

5.	Goodwill and other intangible assets

Changes in the carrying amount of goodwill for the nine months ended July 31, 2020 by operating segment are as follows:

Industrial

Precision

Solutions

Advanced

Technology

Solutions

Total

Balance at October 31, 2019

i 411,461

i 1,203,278

i 1,614,739

Acquisitions

—

i 76,047

Currency effect

i 6,088

i 5,040

i 11,128

Balance at July 31, 2020

i 417,549

i 1,284,365

i 1,701,914

As part of our change in operating segments as described in Note 11, we considered whether the reporting units used for purposes of assessing impairment of goodwill should be changed and concluded that no changes were necessary.

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

July 31, 2020

Carrying Amount

Accumulated

Amortization

Net Book Value

Customer relationships

i 503,804

i 203,589

i 300,215

Patent/technology costs

i 163,550

i 81,590

i 81,960

Trade name

i 98,691

i 46,553

i 52,138

Non-compete agreements

i 12,472

i 10,972

i 1,500

Other

i 1,401

i 1,397

i 4

Total

i 779,918

i 344,101

i 435,817

October 31, 2019

Carrying Amount

Accumulated

Amortization

Net Book Value

Customer relationships

i 480,007

i 173,996

i 306,011

Patent/technology costs

i 154,735

i 71,663

i 83,072

Trade name

i 96,655

i 41,303

i 55,352

Non-compete agreements

i 11,540

i 10,406

i 1,134

Other

i 1,400

i 1,394

i 6

Total

i 744,337

i 298,762

i 445,575

/ /

Page 12

Nordson Corporation

Amortization expense for the three months ended July 31, 2020 and 2019 was $ i 16,577 and $ i 13,903, respectively. Amortization expense for the nine months ended July 31, 2020 and 2019 was $ i 47,410 and $ i 41,665, respectively. Refer to Note 3 for an explanation of the change in goodwill and intangible assets due to the Fluortek acquisition.

6.	Pension and other postretirement plans

The components of net periodic pension cost for the three and nine months ended July 31, 2020 and 2019 were:

U.S.

International

Three Months Ended

2020

2019

2020

2019

Service cost

i 5,146

i 3,740

i 519

i 484

Interest cost

i 3,970

i 4,736

i 256

i 416

Expected return on plan assets

( i 6,165

)

( i 5,908

)

( i 313

)

( i 397

)

Amortization of prior service credit

( i 21

)

( i 16

)

( i 72

)

( i 76

)

Amortization of net actuarial loss

i 3,510

i 1,938

i 739

i 424

Settlement loss

i 2,508

—

Total benefit cost

i 8,948

i 4,490

i 1,129

i 851

U.S.

International

Nine Months Ended

2020

2019

2020

2019

Service cost

i 15,439

i 10,895

i 1,550

i 1,454

Interest cost

i 11,913

i 13,726

i 769

i 1,262

Expected return on plan assets

( i 18,499

)

( i 17,506

)

( i 948

)

( i 1,204

)

Amortization of prior service credit

( i 63

)

( i 46

)

( i 214

)

( i 228

)

Amortization of net actuarial loss

i 10,529

i 5,026

i 2,201

i 1,280

Settlement loss

i 2,508

—

Total benefit cost

i 21,827

i 12,095

i 3,358

i 2,564

During the third quarter of 2020, we recognized a settlement loss of $ i 2,508 as a result of a lump sum distribution from our supplemental executive retirement plan.

The components of other postretirement benefit cost for the three and nine months ended July 31, 2020 and 2019 were:

	U.S.						International
Three Months Ended	2020			2019			2020			2019
Service cost	$	i 187		$	i 70		$	i 4		$	i 3
Interest cost		i 657			i 698			i 3			i 3
Amortization of prior service credit		( i 5	)		( i 6	)		—			—
Amortization of net actuarial (gain) loss		i 380			i 162			( i 9	)		( i 5	)
Total benefit cost	$	i 1,219		$	i 924		$	( i 2	)	$	i 1


	U.S.						International
Nine Months Ended	2020			2019			2020			2019
Service cost	$	i 520		$	i 401		$	i 11		$	i 13
Interest cost		i 1,830			i 2,195			i 10			i 15
Amortization of prior service credit		( i 13	)		( i 20	)		—			—
Amortization of net actuarial (gain) loss		i 1,057			i 467			( i 27	)		( i 22	)
Total benefit cost	$	i 3,394		$	i 3,043		$	( i 6	)	$	i 6

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

Page 13

Nordson Corporation

7.	Income taxes

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 and nine months ended July 31, 2020 was i 8.9% and i 16.0%, respectively. The effective tax rate for the three and nine months ended July 31, 2019 was i 21.4% and i 22.8%, respectively. The effective tax rate for the three and nine months ended July 31, 2020 was lower than the comparable prior year periods primarily due to excess tax benefits associated with share-based payment transactions.

Due to our share-based payment transactions our income tax provision included a discrete tax benefit of $ i 11,373 and $ i 14,048 for the three and nine months ended July 31, 2020, respectively. Our income tax provision included a similar discrete tax benefit of $ i 210 and $ i 3,227 for the three and nine months ended July 31, 2019, respectively.

During the nine months ended July 31, 2019, a discrete tax expense of $ i 4,866 was recorded to update the provisional amounts recognized in 2018 due to changes in interpretations and assumptions and the finalization of estimates related to the U.S. Tax Cuts and Jobs Act.

During the three months ended July 31, 2020 and July 31, 2019, we recorded a favorable adjustment to unrecognized tax benefits of $ i 443 and $ i 858, respectively. In addition, during the three months ended July 31, 2020 there was an increase of $ i 5,664 in unrecognized tax benefits and, if recognized, the gross unrecognized tax benefits would be offset against assets currently recorded in the Consolidated Balance Sheet.

/ i

8.	Accumulated other comprehensive loss

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

Cumulative

Pension and

Accumulated

translation

postretirement benefit

other comprehensive

adjustments

plan adjustments

loss

Balance at October 31, 2019

( i 53,332

)

( i 178,549

)

( i 231,881

)

Amortization of prior service costs and net

actuarial losses, net of tax of $( i 3,026)

—

i 9,748

Foreign currency translation adjustments

i 10,509

—

i 10,509

Balance at July 31, 2020

( i 42,823

)

( i 168,801

)

( i 211,624

)

/ i

9.	Stock-based compensation

During the 2018 Annual Meeting of Shareholders, our shareholders approved the Amended and Restated 2012 Stock Incentive and Award Plan (the “2012 Plan”). The 2012 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 i 4,525 common shares were originally available for grant under the 2012 Plan.

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Nordson Corporation

Stock Options

Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning i one year from the date of grant at a rate i not exceeding i 25 percent per year / and expire i 10 years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in control. In the event of termination of employment due to early retirement or normal retirement at age 65, options granted within i 12 months prior to termination are forfeited, and vesting continues post retirement for all other unvested options granted. In the event of disability or death, all unvested stock options granted within i 12 months prior to termination (or at any time prior to i December 28, 2017) fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. 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 $ i 2,385 and $ i 2,525 in the three months ended July 31, 2020 and 2019, respectively. Corresponding amounts for the nine months ended July 31, 2020 and 2019 were $ i 7,648 and $ i 7,583, respectively.

The following table summarizes activity related to stock options for the nine months ended July 31, 2020:

Number of

Options

Weighted-

Average

Exercise Price Per

Aggregate

Intrinsic Value

Weighted

Average

Remaining

Term

Outstanding at October 31, 2019

i 1,787

i 97.74

Granted

i 391

i 166.38

Exercised

( i 587

)

i 78.87

Forfeited or expired

( i 39

)

i 144.70

Outstanding at July 31, 2020

i 1,552

i 121.00

i 112,752

i 7.2 years

Expected to vest

i 853

i 141.34

i 44,597

i 8.4 years

Exercisable at July 31, 2020

i 689

i 95.33

i 67,769

i 5.7 years

As of July 31, 2020, there was $ i 13,963 of total unrecognized compensation cost related to unvested stock options. That cost is expected to be amortized over a weighted average period of approximately i 1.7 years.

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:

Nine months ended	July 31, 2020	July 31, 2019
Expected volatility	24.5%-30.5%	24.1%-24.5%
Expected dividend yield	0.87%-1.16%	i 1.04%
Risk-free interest rate	0.44%-1.69%	2.84%-2.95%
Expected life of the option (in years)	5.3-6.3	5.3-6.2

The weighted-average expected volatility used to value the 2020 and 2019 options was i 25.4% and i 24.3%, respectively.

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of U.S. 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 nine months ended July 31, 2020 and 2019 was $ i 38.57 and $ i 31.74, respectively.

The total intrinsic value of options exercised during the three months ended July 31, 2020 and 2019 was $ i 39,811 and $ i 2,449, respectively. The total intrinsic value of options exercised during the nine months ended July 31, 2020 and 2019 was $ i 58,758 and $ i 21,770, respectively.

Cash received from the exercise of stock options for the nine months ended July 31, 2020 and 2019 was $ i 46,304 and $ i 17,275, respectively.

Restricted Shares and Restricted Share Units

We may grant restricted shares and/or restricted share units to our employees and directors. These shares or units may not be transferred for a designated period of time (generally i one to i three years) defined at the date of grant.

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Nordson Corporation

For employee recipients, in the event of termination of employment due to early retirement with the consent of the Company, restricted shares granted within i 12 months prior to termination are forfeited, and other restricted shares vest on a pro-rata basis. In the event of termination of employment due to normal retirement at age 65, restricted shares granted within 12 months prior to termination are forfeited, and, for other restricted shares, the restriction period will lapse and the shares will vest and be transferable. For restricted shares granted within i 12 months prior to termination (or at any time prior to i December 28, 2017), the restrictions lapse in the event of a recipient’s disability or death. Termination for any other reason prior to the lapse of any restrictions results in forfeiture of the shares.

For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within i one year of date of grant results in a pro-rata vesting of shares or units.

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 nine months ended July 31, 2020:

	Number of Shares			Weighted-Average Grant Date Fair Value
Restricted shares at October 31, 2019		i 66		$	i 126.83
Granted		i 25			i 169.62
Forfeited		( i 6	)		i 131.06
Vested		( i 26	)		i 120.23
Restricted shares at July 31, 2020		i 59		$	i 147.17

As of July 31, 2020, there was $ i 5,053 of unrecognized compensation cost related to restricted shares. The cost is expected to be amortized over a weighted average period of i 2.0 years. The amount charged to expense related to restricted shares during the three months ended July 31, 2020 and 2019 was $ i 734 and $ i 898, respectively. These amounts included common share dividends for the three months ended July 31, 2020 and 2019 of $ i 21 and $ i 22, respectively. For the nine months ended July 31, 2020 and 2019, the amounts charged to expense related to restricted shares were $ i 2,995 and $ i 2,762, respectively. These amounts included common share dividends for the nine months ended July 31, 2020 and 2019 of $ i 64 and $ i 58, respectively.

The following table summarizes activity related to restricted share units during the nine months ended July 31, 2020:

	Number of Units		Weighted-Average Grant Date Fair Value
Restricted share units at October 31, 2019		—	$	—
Granted		i 7		i 160.68
Restricted share units at July 31, 2020		i 7	$	i 160.68

As of July 31, 2020, there was $ i 295 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of i 0.3 years. The amount charged to expense related to restricted share units during each of the three months ended July 31, 2020 and 2019 was $ i 299 and $ i 263, respectively. For the nine months ended July 31, 2020 and 2019, the corresponding amounts were $ i 883 and $ i 789, respectively.

Performance Share Incentive Awards

Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods. No payout will occur unless threshold performance is achieved.

The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the closing market price of our common shares at the grant date, reduced by the implied value of dividends not to be paid. The per share values were $ i 160.02, $ i 133.01 and $ i 184.04 for 2020, $ i 120.12 and $ i 138.53 for 2019, and $ i 123.45 and $ i 138.53 for 2018. During the three months ended July 31, 2020, $ i 552 was credited to expense, and for the three months ended July 31, 2019, $ i 15 was charged to expense. For the nine months ended July 31, 2020, $ i 2,834 was credited to expense, and for the nine months ended July 31, 2019, $ i 1,611 was charged to expense. The cumulative amount recorded in shareholders’ equity at July 31, 2020 was $ i 1,455.

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Nordson Corporation

Deferred Compensation

Our executive officers and other highly compensated employees may elect to defer up to i 100% of their base pay and cash incentive and for executive officers, up to i 90% of their share-based performance incentive payout each year. 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 July 31, 2020 and 2019 was $ i 83 and $ i 74, respectively. For the nine months ended July 31, 2020 and 2019, the corresponding amounts were $ i 247 and $ i 219, respectively.

Deferred Directors’ Compensation

Non-employee directors may defer all or part of their cash and equity-based compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity. 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 nine months ended July 31, 2020:

	Number of Shares		Weighted-Average Grant Date Fair Value
Outstanding at October 31, 2019		i 114	$	i 55.52
Dividend equivalents		i 1		i 164.44
Outstanding at July 31, 2020		i 115	$	i 56.27

The amount charged to expense related to director deferred compensation for the three months ended July 31, 2020 and 2019 was $ i 44 and $ i 38, respectively. For the nine months ended July 31, 2020 and 2019, the corresponding amounts were $ i 130 and $ i 113, respectively.

10.	Warranties

We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally i one year) from the date of delivery or first use. 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. The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheet.

Following is a reconciliation of the product warranty liability for the nine months ended July 31, 2020 and 2019:

	July 31, 2020			July 31, 2019
Beginning balance at October 31	$	i 11,006		$	i 12,195
Accruals for warranties		i 8,219			i 7,628
Warranty payments		( i 8,180	)		( i 7,837	)
Currency effect		i 221			( i 78	)
Ending balance	$	i 11,266		$	i 11,908

/ i

11.	Operating segments

We conduct business across i two primary operating segments: Industrial Precision Solutions (IPS) and Advanced Technology Solutions (ATS). The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Consolidated Statements of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment.

Effective in the second quarter of 2020, we made changes to realign our management team and our operating segments. This realignment will enable us to better serve global customers and markets, to more efficiently leverage technology synergies, to operate divisions of significant size in a consistent and focused way and to position ourselves for our next chapter of profitable growth. The revised operating segments better reflect how we manage the Company, allocate resources, and assess performance of the businesses.

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Nordson Corporation

We realigned our former three operating segments into two: Industrial Precision Solutions and Advanced Technology Solutions. Existing product lines were unchanged as part of this new structure.

Industrial Precision Solutions: This segment combines our former Adhesive Dispensing Systems (ADS) and Industrial Coating Systems (ICS) businesses. IPS enhances the technology synergies between ADS and ICS to deliver proprietary dispensing and processing technology to diverse end markets. Product lines reduce material consumption, increase line efficiency and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, consumer durables and non-durables markets.

Advanced Technology Solutions: This segment integrates our proprietary product technologies found in progressive stages of a customer’s production processes, such as surface treatment, precisely controlled dispensing of material and post-dispense test and inspection to ensure quality. 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. This segment predominantly serves customers in the electronics, medical and related high-tech industrial markets.

The financial information presented herein reflects the impact of the preceding changes and prior periods have been revised to reflect these changes.

The following table presents information about our segments:

Industrial

Precision

Solutions

Advanced

Technology

Solutions

Corporate

Total

Three months ended

July 31, 2020

Net external sales

i 288,965

i 249,216

—

i 538,181

Operating profit (loss)

i 74,744

i 49,952

( i 12,641

)

i 112,055

July 31, 2019

Net external sales

i 306,648

i 253,098

—

i 559,746

Operating profit (loss)

i 88,811

i 53,562

( i 12,097

)

i 130,276

Nine months ended

July 31, 2020

Net external sales

i 835,038

i 727,537

—

i 1,562,575

Operating profit (loss)

i 207,603

i 140,928

( i 36,354

)

i 312,177

July 31, 2019

Net external sales

i 871,925

i 736,850

—

i 1,608,775

Operating profit (loss)

i 229,702

i 150,882

( i 37,131

)

i 343,453

/ i

A reconciliation of total segment operating income to total consolidated income before income taxes is as follows:

Three Months Ended

Nine Months Ended

Total profit for reportable segments

i 112,055

i 130,276

i 312,177

i 343,453

Interest expense

( i 7,314

)

( i 11,500

)

( i 25,348

)

( i 36,238

)

Interest and investment income

i 434

i 511

i 1,301

i 1,153

Other-net

( i 9,668

)

i 210

( i 12,943

)

( i 4,546

)

Income before income taxes

i 95,507

i 119,497

i 275,187

i 303,822

/ i

We have significant sales in the following geographic regions:

Three Months Ended

Nine Months Ended

United States

i 183,508

i 190,460

i 560,941

i 551,510

Americas

i 38,265

i 47,040

i 106,021

i 123,159

Europe

i 132,107

i 143,449

i 394,554

i 425,650

Japan

i 31,226

i 30,488

i 90,353

i 89,566

Asia Pacific

i 153,075

i 148,309

i 410,706

i 418,890

Total net external sales

i 538,181

i 559,746

i 1,562,575

i 1,608,775

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Nordson Corporation

12.	Fair value measurements

The inputs to the valuation techniques used to measure fair value are classified into the following categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

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

July 31, 2020

Total

Level 1

Level 2

Level 3

Assets:

Foreign currency forward contracts (a)

i 22,241

—

i 22,241

—

Total assets at fair value

i 22,241

—

i 22,241

—

Liabilities:

Deferred compensation plans (b)

i 12,030

—

i 12,030

—

Foreign currency forward contracts (a)

i 6,484

—

i 6,484

—

Total liabilities at fair value

i 18,514

—

i 18,514

—

October 31, 2019

Total

Level 1

Level 2

Level 3

Assets:

Foreign currency forward contracts (a)

i 5,042

—

i 5,042

—

Total assets at fair value

i 5,042

—

i 5,042

—

Liabilities:

Deferred compensation plans (b)

i 11,850

—

i 11,850

—

Foreign currency forward contracts (a)

i 2,381

—

i 2,381

—

Total liabilities at fair value

i 14,231

—

i 14,231

—

(a)

We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies. Foreign exchange contracts are valued using market exchange rates. These foreign exchange contracts are not designated as hedges.

(b)

Executive officers and other highly compensated employees may defer up to i 100 percent of their salary and annual cash incentive compensation and for executive officers, up to i 90 percent of their long-term incentive compensation, into various non-qualified deferred compensation plans. Deferrals can be allocated to various market performance measurement funds. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.

The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables, and accounts payable, are shown in the table below. i The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments.

July 31, 2020

Carrying

Amount

Fair Value

Long-term debt (including current portion), excluding unamortized debt

issuance costs

i 1,264,680

i 1,330,739

We used the following methods and assumptions in estimating the fair value of financial instruments:

•

Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy.

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Nordson Corporation

13.	Derivative financial instruments

We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of i 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other – net” on the Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position. For the three months ended July 31, 2020, we recognized net gains of $ i 17,255 on foreign currency forward contracts and net losses of $ i 20,809 from the change in fair value of balance sheet positions. For the three months ended July 31, 2019, we recognized net gains of $ i 975 on foreign currency forward contracts and net gains of $ i 407 from the change in fair value of balance sheet positions. For the nine months ended July 31, 2020, we recognized net gains of $ i 13,096 on foreign currency forward contracts and losses of $ i 13,658 from the change in fair value of balance sheet positions. For the nine months ended July 31, 2019, we recognized gains of $ i 769 on foreign currency forward contracts and gains of $ i 267 from the change in fair value of balance sheet positions.

The following table summarizes, by currency, the foreign currency forward contracts outstanding at July 31, 2020 and 2019:

	Notional Amounts
July 31, 2020 contract amounts:	Sell		Buy
Euro	$	i 108,856	$	i 207,198
British pound		i 18,861		i 60,397
Japanese yen		i 15,815		i 32,009
Australian dollar		i 174		i 7,682
Hong Kong dollar		i 56,279		i 74,714
Singapore dollar		i 1,357		i 15,982
Others		i 4,412		i 59,921
Total	$	i 205,754	$	i 457,903

	Notional Amounts
July 31, 2019 contract amounts:	Sell		Buy
Euro	$	i 219,910	$	i 90,043
British pound		i 20,542		i 45,955
Japanese yen		i 32,560		i 48,670
Australian dollar		i 350		i 7,683
Hong Kong dollar		i 1,209		i 136,818
Singapore dollar		i 782		i 15,449
Others		i 3,460		i 63,388
Total	$	i 278,813	$	i 408,006

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. For the nine months ended July 31, 2020 and 2019, there were no significant concentrations of credit risk.

/ i

14.

Leases

We review new contracts to determine if the contracts include a lease. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of the right-of-use assets and lease liabilities. We combine lease and non-lease components, such as common area maintenance, in the calculation of the lease assets and related liabilities. As most lease agreements do not provide an implicit rate, we use an incremental borrowing rate (IBR) based on information available at the lease commencement date in determining the present value of lease payments and to help classify the lease as operating or financing. We calculate the IBR based on a bond yield curve which considers secured borrowing rates based on our credit rating and current economic environment, as well as other publicly available data.

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Nordson Corporation

We lease certain manufacturing facilities, warehouse space, machinery and equipment, and vehicles. We often have options to renew lease terms for buildings and other assets. We evaluate renewal and termination options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. Leases with an initial term of 12 months or less (short-term leases) are not recorded on the Consolidated Balance Sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments occur. Variable payments for leases primarily relate to future rates or amounts, miles, or other quantifiable usage factors which are not determinable at the time the lease agreement commences. Finance lease assets are recorded in Property, plant, and equipment – net on the Consolidated Balance Sheet. As of July 31, 2020, we have no material leases that have yet to commence.

Additional lease information is summarized below for the three and nine months ended July 31, 2020:

Three months ended

Nine months ended

July 31, 2020

Finance Leases

Operating Leases

Finance Leases

Operating Leases

Amortization of right of use assets

i 1,779

—

i 5,293

—

Interest

i 93

—

i 266

—

Lease cost⁽¹⁾

i 1,872

i 5,406

i 5,559

i 16,073

Short-term and variable lease cost⁽¹⁾

i 200

i 617

i 1,023

i 1,917

Total lease cost

i 2,072

i 6,023

i 6,582

i 18,000

(1)

Lease costs are recorded in both Cost of sales and Selling and administrative expenses on the Consolidated Statements of Income.

Supplemental cash flow information is summarized below for the nine months ended July 31, 2020:

	Finance Leases			Operating Leases
Cash outflows for leases	$	i 5,814		$	i 15,935
Weighted average remaining lease term (years)	i 4.72 years			i 10.48 years
Weighted average discount rate		i 2.51	%		i 1.69	%

The following table reconciles the undiscounted cash flows for five years and thereafter to the operating and finance lease liabilities recognized on the statement of financial position as of July 31, 2020. The reconciliation excludes short-term leases that are not recognized on the Consolidated Balance Sheet.

Year:	Finance Leases		Operating Leases
2020	$	i 6,479	$	i 20,709
2021		i 4,445		i 19,056
2022		i 2,735		i 16,106
2023		i 1,130		i 14,163
2024		i 669		i 12,160
Later years		i 3,210		i 68,085
Total minimum lease payments	$	i 18,668	$	i 150,279
Amounts representing interest		i 1,462		i 14,034
Present value of minimum lease payments	$	i 17,206	$	i 136,245

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Nordson Corporation

15.	Long-term debt

A summary of long-term debt is as follows:

	July 31, 2020		October 31, 2019
Senior notes, due 2020-2025	$	i 109,900	$	i 140,800
Senior notes, due 2020-2027		i 85,714		i 92,857
Senior notes, due 2023-2030		i 350,000		i 350,000
Term loan, due 2022-2024		i 405,000		i 505,000
Euro loan, due 2023		i 312,022		i 128,219
Private shelf facility, due 2020		i 5,556		i 30,556
Development loans, due 2020-2026		—		i 951
		i 1,268,192		i 1,248,383
Less current maturities		i 43,598		i 168,738
Less unamortized debt issuance costs		i 3,512		i 4,241
Long-term maturities	$	i 1,221,082	$	i 1,075,404

In March 2020 we amended, restated and extended the term of our existing 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 in two tranches: € i 115,000 due in i March 2023 and an additional € i 150,000 that was drawn down in March 2020 and is due in i March 2023. The weighted average interest rate at July 31, 2020 was i 0.71%. At July 31, 2020, the balance outstanding was € i 265,000 ($ i 312,022). i We were in compliance with all covenants at July 31, 2020.

In April 2019, we amended, restated and extended the term of our existing $ i 605,000 term loan facility with a group of banks. The interest rate is variable based upon the LIBOR rate. At July 31, 2020, $ i 405,000 was outstanding under this facility. The Term Loan Agreement provides for the following term loans in two tranches: $ i 200,000 due in September 2022, and $ i 205,000 due in March 2024. The weighted average interest rate for borrowings under this agreement was i 0.82% at July 31, 2020. i We were in compliance with all covenants at July 31, 2020.

In April 2019, we entered into a $ i 850,000 unsecured, multicurrency credit facility with a group of banks, which amended, restated and extended our existing syndicated revolving credit agreement that was scheduled to expire in i February 2020. This facility has a five-year term and includes a $ i 75,000 subfacility for swing-line loans. It expires in i April 2024. We had i i no / balances outstanding under this facility at July 31, 2020 and October 31, 2019. i We were in compliance with all covenants at July 31, 2020, and the amount we could borrow under the facility would not have been limited by any debt covenants.

In June 2018, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $ i 350,000 of Senior Notes to the insurance companies and their affiliates. The notes start to mature between i June 2023 and i June 2030 and bear interest at fixed rates between i 3.71% and i 4.17%. i We were in compliance with all covenants at July 31, 2020.

In July 2015, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $ i 100,000 of unsecured Senior Notes. At July 31, 2020 and October 31, 2019, $ i 85,714 and $ i 92,857, respectively, was outstanding under this agreement. Existing notes mature between i July 2021 and i July 2027 and bear interest at fixed rates between i 2.89% and i 3.19%. i We were in compliance with all covenants at July 31, 2020.

In 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $ i 200,000 of unsecured Senior Notes. At July 31, 2020 and October 31, 2019, $ i 109,900 and $ i 140,800, respectively, was outstanding under this agreement. Existing notes mature between i July 2021 and i July 2025 and bear interest at fixed rates between i 2.62% and i 3.13%. i We were in compliance with all covenants at July 31, 2020.

We entered into a $ i 150,000 three-year Note Purchase and Private Shelf agreement with New York Life Investment Management LLC in 2011. In 2015, the amount of the facility was increased to $ i 180,000, and in 2016 it was increased to $ i 200,000. At July 31, 2020 and October 31, 2019, $ i 5,556 and $ i 30,556, respectively, was outstanding under this facility. Existing notes mature in i September 2020 and bear interest at a fixed rate of i 2.21%. i We were in compliance with all covenants at July 31, 2020.

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Nordson Corporation

16.	Contingencies

We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. Including the litigation and environmental matters discussed below, after consultation with legal counsel, we do not believe that losses in excess of the amounts we have accrued would have a material adverse effect on our financial condition, quarterly or annual operating results or cash flows.

Class Action Litigation

On February 22, 2019, a former employee, Mr. Ortiz, filed a purported class action lawsuit in the San Diego County Superior Court, California, against Nordson Asymtek, Inc. and Nordson Corporation, alleging various violations of the California Labor Code. Plaintiff seeks, among other things, an unspecified amount for unpaid wages, actual, consequential and incidental losses, penalties, and attorneys’ fees and costs. Following mediation in June 2020, the parties agreed to settle the lawsuit, subject to the execution of a written settlement agreement and court approval. If the settlement agreement is approved, the class action lawsuit will be resolved. Management believes, based on currently available information, that the ultimate outcome of the proceeding described above will not have a material adverse effect on the Company’s financial condition or results of operations.

Environmental

We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable water delivery system serving the impacted area down gradient of the Site. At July 31, 2020 and October 31, 2019, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $ i 360 and $ i 401, respectively. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

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Nordson Corporation

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is Management's discussion and analysis of certain significant factors affecting our financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements.

Overview

Founded in 1954, Nordson Corporation delivers precision technology solutions to help customers succeed worldwide. We engineer, manufacture and market differentiated products and systems used for precision dispensing, applying and controlling of adhesives, coatings, sealants, biomaterials, polymers, plastics and other materials; fluid management; test and inspection; and UV curing and plasma surface treatment. These products are supported with extensive application expertise and direct global sales and service. We serve a wide variety of consumer non-durable, consumer durable and technology end-markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, building and construction, and general product assembly and finishing. We have approximately 7,600 employees and direct operations in more than 35 countries.

Segment Update

As described in Note 11, effective in the second quarter of 2020, we made changes to realign our management team and our operating segments. This realignment will enable us to better serve global customers and markets, to more efficiently leverage technology synergies, to operate divisions of significant size in a consistent and focused way and to position ourselves for our next chapter of profitable growth. The revised segments better reflect how we manage the Company, allocate resources, and assess performance of the businesses.

We realigned our former three operating segments into two: Industrial Precision Solutions (IPS) and Advanced Technology Solutions. Existing product lines were unchanged as part of this new structure.

Industrial Precision Solutions: This segment combines our former Adhesive Dispensing Systems (ADS) and Industrial Coating Systems (ICS) businesses. IPS enhances the technology synergies between ADS and ICS to deliver proprietary dispensing and processing technology, to diverse end markets. Product lines reduce material consumption, increase line efficiency and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, consumer durables and non-durables markets.

The financial information presented herein reflects the impact of the preceding changes and prior periods have been revised to reflect these changes.

COVID-19 Update

We 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. Despite overall demand remaining modestly below prior year levels heading into the fourth quarter, during the third quarter, we experienced a reduction in demand in certain medical product lines due to elective surgeries being reduced as a result of the COVID-19 pandemic along with a reduction in demand in our industrial end markets due to the uncertainty ahead. We continue to actively monitor the impact of the COVID-19 pandemic, which may negatively impact our business and results of operations for the fourth quarter and potentially beyond. However, the full extent of the COVID-19 pandemic on our operations and the markets we serve is highly uncertain and will depend largely on future developments related to the pandemic, including new information which may emerge concerning the severity of the pandemic and actions by government authorities to contain the outbreak or treat its impact, among other things. These developments are constantly evolving and cannot be accurately predicted. We continue to invest in the business, people, and strategies necessary to achieve our long-term priorities as we focus on driving profitable growth. We have continued to operate during the course of 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 pandemic-related supply chain disruptions.

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For more information about the risks to the Company as a result of the COVID-19 pandemic and its potential impact on our ability to operate, results of operations, financial condition, liquidity and capital investments, see “Part II, Item 1A. Risk Factors” in this report.

Critical Accounting Policies and Estimates

The preparation and fair presentation of the consolidated unaudited interim financial statements and accompanying notes included in this report are the responsibility of management. The financial statements and footnotes have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and contain certain amounts that were based upon management’s best estimates, judgments and assumptions that were believed to be reasonable under the circumstances. On an ongoing basis, we evaluate the accounting policies and estimates used to prepare our financial statements. Estimates are based on historical experience, judgments and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.

A comprehensive discussion of the Company’s critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Item 7 of our Annual Report on Form 10-K for the year ended October 31, 2019. Other than the adoption of the new lease standard as described in Note 2 of this report, there have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended October 31, 2019.

Results of Operations

Three months ended July 31, 2020

Worldwide sales for the three months ended July 31, 2020 were $538,181 a decrease of 3.9% from sales of $559,746 for the comparable period of 2019. Sales volume decreased 3.2% and unfavorable currency effects decreased sales by 0.7%. The decrease in sales volume consisted of 4.0% from an organic volume decrease, partially offset by 0.8% sales growth due to the Fluortek acquisition. While sales were likely negatively impacted by the general decline in the global business environment due to the pandemic, the portion of the sales decline attributable to the pandemic is not determinable.

Sales outside the United States accounted for 65.9% of our sales in the three months ended July 31, 2020 compared to 66.0% in the comparable period of 2019. On a geographic basis, sales in the United States were $183,508, a decrease of 3.6% from the comparable period of 2019. The decrease in sales was due to an organic sales volume decrease of 4.4%, offset by a 0.8% increase from acquisitions. Sales in the Americas region were $38,265, a decrease of 18.7% from the comparable period of 2019, with volume decreasing 13.3% and unfavorable currency effects of 5.4%. The decrease in sales volume consisted of lower organic volume of 17.5%, offset by a 4.2% increase from acquisitions. Sales in Europe were $132,107, a decrease of 7.9% from the comparable period of 2019, with volume decreasing 7.3% and unfavorable currency effects of 0.6%. The decrease in sales volume consisted of lower organic volume of 7.6%, offset by a 0.3% increase from acquisitions. Sales in Japan were $31,226, an increase of 2.4% from the comparable period of 2019, with volume increasing 1.0%, and favorable currency effects of 1.4%. The increase in sales volume consisted of organic volume growth of 0.6%, and a 0.4% increase from acquisitions. Sales in the Asia Pacific region were $153,075, an increase of 3.2% from the comparable period of 2019, with volume increasing 4.0%, offset by unfavorable currency effects of 0.8%. The increase in sales volume consisted of organic volume growth of 3.7%, and a 0.3% increase from acquisitions.

Cost of sales for the three months ended July 31, 2020 were $257,373, slightly up from $257,123 in the comparable period of 2019. Gross profit, expressed as a percentage of sales, decreased to 52.2% for this same period from 54.1% in 2019. Of the 1.9 percentage point decline in gross margin, unfavorable product mix contributed 1.2 percentage points, unfavorable currency translation effects contributed 0.3 of a percentage point, and an inventory step-up related to the Fluortek acquisition as well as higher severance costs each contributed a negative impact of 0.2 of a percentage point, respectively. Severance costs were incurred in both of our segments as part of cost structure simplification actions made to improve operational efficiencies.

Selling and administrative expenses for the three months ended July 31, 2020 were $168,753, down from $172,347 in the comparable period of 2019. The 2.1% decrease includes a 5.0% decrease related to the base business and 0.5% due to favorable currency translation effects. This improvement was partially offset by 2.5% due to higher severance costs and 0.9% due to the first-year effect of acquisitions. Selling and administrative expenses as a percentage of sales increased to 31.4% for the three months ended July 31, 2020 compared to 30.8% in 2019. The 0.6% percentage point increase includes a 1.0% percentage point increase due to higher severance costs and a 0.3% percentage point increase due to the first-year effect of acquisitions, which was partially offset by a 0.7% percentage point decrease in base business costs.

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Operating profit as a percentage of sales decreased to 20.8% for the three months ended July 31, 2020 compared to 23.3% in 2019. Of the 2.5 percentage point decrease, unfavorable absorption due to lower sales volume and unfavorable product mix contributed 1.5 percentage points, higher severance costs contributed 1.0 percentage point, unfavorable currency translation effects contributed 0.3 of a percentage point, and the first-year effect of acquisitions and an inventory step-up related to the Fluortek acquisition each unfavorably contributed a negative impact of 0.2 of a percentage point, respectively. These were partially offset by a positive 0.7 percentage point impact of lower base business costs.

Interest expense for the three months ended July 31, 2020 was $7,314, down from $11,500 for the comparable period of 2019. This decrease was primarily due to lower average debt levels and lower variable interest rates compared to the prior year.

Other expense was $9,668 for the three months ended July 31, 2020, compared to other income of $210 for the comparable period of 2019. Included in the current quarter’s other expense were pension costs of $5,326 and $3,554 of foreign currency losses. Included in the prior year’s other income were $1,382 of foreign currency gains and $2,024 of pension costs.

Net income for the three months ended July 31, 2020, was $86,981, or $1.49 per diluted share, compared to $93,928, or $1.62 per diluted share, in the same period of 2019. This represents a 7.4% decrease in net income, and a 8.0% decrease in diluted earnings per share.

Industrial Precision Solutions

Sales of the Industrial Precision Solutions segment for the three months ended July 31, 2020 were $288,965 compared to $306,648 in the comparable period of 2019, a decrease of $17,683, or 5.8%. The decrease was due to an organic sales volume decrease of 4.5% and unfavorable currency effects that decreased sales by 1.3%. Growth in Asia geographic regions plus stable demand from product lines serving consumers in the non-durable end markets were offset by weakness in sales of product lines serving industrial markets primarily in the United States and Europe.

For the Industrial Precision Solutions segment, operating profit as a percentage of sales decreased to 25.9% for the three months ended July 31, 2020 compared to 29.0% in 2019. Of the 3.1 percentage point decrease in operating margin, 2.5 percentage points were due to unfavorable absorption due to lower sales volume and unfavorable product mix, 0.8 of a percentage point was due to higher severance costs and 0.5 of a percentage point was due to unfavorable currency translation effects. These were partially offset by a positive 0.7 of a percentage point impact due to lower base business costs.

Advanced Technology Solutions

Sales of the Advanced Technology Solutions segment for the three months ended July 31, 2020 were $249,216 compared to $253,098 in the comparable period of 2019, a decrease of $3,882, or 1.5%. The sales volume decrease consisted of 3.3% from an organic volume decrease, partially offset by a 1.8% increase due to acquisitions. Sales volume increases in test and inspection product lines serving electronics end markets and stable demand in certain medical product lines were offset by weakness in fluid dispense product lines serving industrial end markets. The stable demand in medical is reflective of strength in some product lines, offset by meaningful softness in other medical products more closely tied to elective surgeries, which have been reduced as a result of the COVID-19 pandemic.

For the Advanced Technology Solutions segment, operating profit as a percentage of sales decreased to 20.0% for the three months ended July 31, 2020 compared to 21.2% in 2019. Of the 1.2 percentage point decline in operating margin, 0.6 of a percentage point was due to higher severance costs, 0.6 of a percentage point was due to the first-year effect of acquisitions, 0.4 of a percentage point was due to an inventory step-up related to the Fluortek acquisition and 0.2 of a percentage point was due to unfavorable absorption due to lower sales volume and unfavorable product mix. These were partially offset by a positive 0.6 of a percentage point impact due to lower base business costs.

Nine months ended July 31, 2020

Worldwide sales for the nine months ended July 31, 2020 were $1,562,575, a 2.9% decrease from sales of $1,608,775 for the comparable period of 2019. The decrease was due to lower sales volume of 2.0%, and unfavorable currency effects that decreased sales by 0.9%. The decrease in sales volume consisted of an organic volume decrease of 2.5%, offset by a 0.5% increase from acquisitions.

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Sales outside the United States accounted for 64.1% of sales in the nine months ended July 31, 2020 compared to 65.7% in the comparable period of 2019. On a geographic basis, sales in the United States were $560,941, an increase of 1.7% from 2019. The increase in sales was due to an organic sales volume increase of 1.2% and a 0.5% increase from acquisitions. Sales in the Americas region were $106,021, a decrease of 13.9% from 2019, with sales volume decreasing 10.2%, and unfavorable currency effects of 3.7%. The decrease in sales volume consisted of an organic volume decrease of 12.0% partially offset by a 1.8% increase from acquisitions. Sales in Europe were $394,554, a decrease of 7.3% from 2019, with sales volume decreasing 5.5% and unfavorable currency effects of 1.8%. The decrease in sales volume consisted of an organic volume decrease of 6.0% partially offset by a 0.5% increase from acquisitions. Sales in Japan were $90,353, an increase of 0.9% from 2019, with sales volume decreasing 0.8%, offset by favorable currency effects of 1.7%. The decrease in sales volume consisted of an organic volume decrease of 1.1% partially offset by a 0.3% increase from acquisitions. Sales in the Asia Pacific region were $410,706, a decrease of 2.0% from 2019, with sales volume decreasing 1.0% and unfavorable currency effects of 1.0%. The decrease in sales volume consisted of an organic volume decrease of 1.3%, partially offset by a 0.3% increase from acquisitions.

Cost of sales for the nine months ended July 31, 2020 were $728,975, down from $735,647 in the comparable period of 2019. Gross profit, expressed as a percentage of sales, decreased to 53.3% for this same period from 54.3% in 2019. Of the 1.0 percentage point decline in gross margin, unfavorable product mix contributed 0.5 of a percentage point, unfavorable currency translation effects contributed 0.3 of a percentage point, and an inventory step-up related to the Fluortek acquisition as well as higher severance costs each contributed a negative impact of 0.1 of a percentage point, respectively.

Selling and administrative expenses for the nine months ended July 31, 2020 were $521,423, down from $529,675 in the comparable period of 2019. The 1.6% decrease includes a 2.6% decrease related to the base business and 0.8% due to favorable currency translation effects. This improvement was partially offset by 1.1% due to higher severance costs and 0.7% due to the first-year effect of acquisitions. Selling and administrative expenses as a percentage of sales increased to 33.4% for the nine months ended July 31, 2020 compared to 32.9% in 2019. The 0.5% percentage point increase includes a 0.5% percentage point increase due to higher severance costs and a 0.1% percentage point increase due to the first-year effect of acquisitions, which was partially offset by a 0.1% percentage point decrease in base business costs.

Operating profit as a percentage of sales decreased to 20.0% for the nine months ended July 31, 2020 compared to 21.3% in 2019. Of the 1.3 percentage point decrease, unfavorable absorption due to lower sales volume and unfavorable product mix contributed 0.5 of a percentage point, higher severance costs contributed 0.5 of a percentage point, unfavorable currency translation effects contributed 0.3 of a percentage point, and an inventory step-up related to the Fluortek acquisition and the first-year effect of acquisitions each contributed a negative impact of 0.1 of a percentage point, respectively. These were partially offset by a positive 0.2 of a percentage point due to lower base business costs.

Interest expense for the nine months ended July 31, 2020 was $25,348, down from $36,238 for the comparable period of 2019. This decrease was primarily due to lower average debt levels and lower variable interest rates compared to the prior year.

Other expense was $12,943 for the nine months ended July 31, 2020, compared to $4,546 for the comparable period of 2019. Included in the current year’s other expense were pension costs of $10,941, and $562 of foreign currency losses. Included in the prior year’s other expense were $5,004 of pension costs and $1,036 of foreign currency gains.

Net income for the nine months ended July 31, 2020, net income was $231,064, or $3.96 per diluted share, compared to $234,418, or $4.03 per diluted share, in the same period of 2019. This represents a 1.4% decrease in net income, and a 1.7% decrease in diluted earnings per share.

Industrial Precision Solutions

Sales of the Industrial Precision Solutions segment for the nine months ended July 31, 2020 were $835,038 compared to $871,925 in the comparable period of 2019, a decrease of $36,887, or 4.2%. The decrease was due to an organic sales volume decrease of 2.8%, and unfavorable currency effects that decreased sales by 1.4%. Growth in Asia geographic regions plus stable demand from product lines serving consumers in the non-durable end markets were offset by weakness in sales of product lines serving industrial markets primarily in the United States and Europe.

For the Industrial Precision Solutions segment, operating profit as a percentage of sales decreased to 24.9% for the nine months ended July 31, 2020 compared to 26.3% in 2019. Of the 1.4 percentage point decline in operating margin, 0.8 of a percentage point was due to unfavorable absorption due to lower sales volume and unfavorable product mix, 0.4 of a percentage point was due to unfavorable currency translation effects and 0.2 of a percentage point was due to higher severance costs.

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Nordson Corporation

Advanced Technology Solutions

Sales of the Advanced Technology Solutions segment for the nine months ended July 31, 2020 were $727,537 compared to $736,850 in the comparable period of 2019, a decrease of $9,313, or 1.3%. The decrease was due to a sales volume decrease of 1.0 %, and unfavorable currency effects that decreased sales by 0.3%. The sales volume decrease consisted of an organic volume decrease of 2.1%, partially offset by 1.1% growth from acquisitions. Sales volume increases in test and inspection product lines serving electronics end markets and stable demand in certain medical product lines were offset by weakness in fluid dispense product lines serving industrial end markets. The stable demand in medical is reflective of strength in some product lines, offset by meaningful softness in other medical products more closely tied to elective surgeries, which have been reduced as a result of the COVID-19 pandemic.

For the Advanced Technology Solutions segment, operating profit as a percentage of sales decreased to 19.4% for the nine months ended July 31, 2020 compared to 20.5% in 2019. Of the 1.1 percentage point decrease in operating margin, higher severance costs contributed 0.6 of a percentage point, unfavorable absorption due to lower sales volume and unfavorable product mix contributed 0.3 of a percentage point, inventory step-up related to the Fluortek acquisition contributed 0.1 of a percentage point, and the first-year effect of acquisitions and unfavorable currency translation effects each had a negative impact of 0.1 of a percentage point, respectively. These were partially offset by a positive 0.1 of a percentage point impact due to lower base business costs.

Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Changes in exchange rates can materially impact reported operating margins. Operating margins for each segment were unfavorably impacted by a stronger dollar primarily against the Euro and Chinese Yuan during the first nine months of 2020 as compared to the same period in 2019.

Income taxes

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. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. We have considered several factors in determining the probability of realizing deferred income tax assets which include forecasted operating earnings, available tax planning strategies and the time period over which the temporary differences will reverse. We review our tax positions on a regular basis and adjust the balances as new information becomes available. The effective tax rate for the three and nine months ended July 31, 2020 was 8.9% and 16.0%, respectively. The effective tax rate for the three and nine months ended July 31, 2019 was 21.4% and 22.8%, respectively. The effective tax rate for the three and nine months ended July 31, 2020 was lower than the comparable prior year period primarily due to increased tax benefits from share-based payment transactions.

Due to our share-based payment transactions our income tax provision included a discrete tax benefit of $11,373 and $14,048 for the three and nine months ended July 31, 2020, respectively. Our income tax provision included a similar discrete tax benefit of $210 and $3,227 for the three and nine months ended July 31, 2019, respectively.

During the nine months ended July 31, 2019, a discrete tax expense of $4,866 was recorded to update the provisional amounts recognized in 2018 due to changes in interpretations and assumptions and the finalization of estimates related to the U.S. Tax Cuts and Jobs Act.

During the three months ended July 31, 2020 and July 31, 2019, we recorded a favorable adjustment to unrecognized tax benefits of $443 and $858, respectively. In addition, during the three months ended July 31, 2020, there was an increase of $5,664 in unrecognized tax benefits and, if recognized, the gross unrecognized tax benefits would be offset against assets currently recorded in the Consolidated Balance Sheet.

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Nordson Corporation

Foreign Currency Effects

In the aggregate, average exchange rates for 2020 used to translate international sales and operating results into U.S. dollars were generally unfavorable compared with average exchange rates existing during 2019. It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which we operate. However, if transactions for the three months ended July 31, 2020 were translated at exchange rates in effect during the same period of 2019, sales would have been approximately $4,000 higher while third-party costs and expenses would have been approximately $1,500 higher. If transactions for the nine months ended July 31, 2020 were translated at exchange rates in effect during the same period of 2019, sales would have been approximately $14,600 higher while third-party costs and expenses would have been approximately $6,600 higher.

Financial Condition

Liquidity and Capital Resources

During the nine months ended July 31, 2020, cash and cash equivalents increased $70,619. Cash provided by operations during this period was $309,958, compared to $236,431 for the nine months ended July 31, 2019. Changes in operating assets and liabilities decreased cash by $14,021 in the nine months ended July 31, 2020, compared to decreasing cash by $96,017 in the comparable period of 2019. The primary reasons for this increase was due to high liquidation of working capital and changes in deferred taxes between periods.

Cash used in investing activities was $163,192 for the nine months ended July 31, 2020, compared to $57,919 used in the comparable period of 2019. During the nine months ended July 31, 2020, cash of $125,260 was used for the Fluortek acquisition while cash of $12,110 was used for the Optical acquisition in the comparable period of 2019. Capital expenditures in the nine months ended July 31, 2020 were $36,096, compared to $46,002 in 2019.

Cash used in financing activities was $75,404 for the nine months ended July 31, 2020, compared to $129,607 used in the comparable period of 2019. Net Proceeds of long-term debt were $1,740 during the nine months ended July 31, 2020, compared to net proceeds of long-term debt of $36,009 in 2019. Cash of $65,737 was used for dividend payments and cash of $51,897 was used for the purchase of treasury shares associated with employee benefit plans in the current year period, compared to $60,325 and $118,124, respectively, in the comparable period of 2019. Issuance of common shares related to employee benefit plans generated $46,304 during the nine months ended July 31, 2020 compared to $17,275 in 2019, resulting from recent executive retirement activity and increased stock option exercises.

The following is a summary of significant changes in balance sheet captions from October 31, 2019 to July 31, 2020. Goodwill increased by $87,175 driven primarily by the Fluortek acquisition. Refer to Note 3 for an explanation of the change in goodwill due to the Fluortek acquisition. Current maturities of long-term debt decreased $125,140 primarily driven by a payment of $100,000 on our Term Loan Agreement and a $25,000 payment on notes issued under our agreement with New York Life which matured in July 2020. Long-term debt increased $145,678 primarily due to Euro loan borrowings during the period.

Contractual Obligations

In March 2020, we amended, restated and extended the term of our existing 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 in two tranches: € 115,000 due in March 2023 and an additional € 150,000 that was drawn down in March 2020 and is due in March 2023. The weighted average interest rate at July 31, 2020 was 0.71%. At July 31, 2020, the balance outstanding was €265,000 ($312,022). We were in compliance with all covenants at July 31, 2020.

In April 2019, we amended, restated and extended the term of our existing $605,000 term loan facility with a group of banks. The interest rate is variable based upon the LIBOR rate. At July 31, 2020, $405,000 was outstanding under this facility. The Term Loan Agreement provides for the following term loans in two tranches: $200,000 due in September 2022, and $205,000 due in March 2024. The weighted average interest rate for borrowings under this agreement was 0.82% at July 31, 2020. We were in compliance with all covenants at July 31, 2020.

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In April 2019, we entered into a $850,000 unsecured, multicurrency credit facility with a group of banks, which amended, restated and extended our existing syndicated revolving credit agreement that was scheduled to expire in February 2020. This facility has a five-year term and includes a $75,000 subfacility for swing-line loans. It expires in April 2024. We had no balances outstanding under this facility at July 31, 2020 and October 31, 2019. We were in compliance with all covenants at July 31, 2020, and the amount we could borrow under the facility would not have been limited by any debt covenants.

In June 2018, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $350,000 of Senior Notes to the insurance companies and their affiliates. The notes start to mature between June 2023 and June 2030 and bear interest at fixed rates between 3.71% and 4.17%. We were in compliance with all covenants at July 31, 2020.

In July 2015, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $100,000 of unsecured Senior Notes. At July 31, 2020 and October 31, 2019, $85,714 and $92,857, respectively, was outstanding under this agreement. Existing notes mature between July 2021 and July 2027 and bear interest at fixed rates between 2.89% and 3.19%. We were in compliance with all covenants at July 31, 2020.

In 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of unsecured Senior Notes. At July 31, 2020 and October 31, 2019, $109,900 and $140,800, respectively, was outstanding under this agreement. Existing notes mature between July 2021 and July 2025 and bear interest at fixed rates between 2.62% and 3.13%. We were in compliance with all covenants at July 31, 2020.

We entered into a $150,000 three-year Note Purchase and Private Shelf agreement with New York Life Investment Management LLC in 2011. In 2015, the amount of the facility was increased to $180,000, and in 2016 it was increased to $200,000. At July 31, 2020 and October 31, 2019, $5,556 and $30,556, respectively, was outstanding under this facility. Existing notes mature in September 2020 and bear interest at a fixed rate of 2.21%. We were in compliance with all covenants at July 31, 2020.

Outlook

We are optimistic about our longer-term growth opportunities in the diverse consumer non-durable, industrial, medical, electronics, consumer durable and automotive end markets we serve. We also support our customers with parts and consumables, where a significant percentage of our revenue is recurring. For the fourth quarter of 2020, we expect sales to be comparable to slightly better than the third quarter of 2020 and operating profit is forecasted to improve modestly.

We move forward with caution given the potential for a lower-growth macroeconomic environment, continued trade negotiations between the U.S. and other countries and the marketplace effects of political instability in certain areas of the world. We are also monitoring the COVID-19 pandemic, which may negatively impact our business and results of operations for the fourth quarter and potentially beyond. We are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

Though the status of the global economy remains unclear, our growth potential has been demonstrated over time through our ability to build and enhance our core businesses by entering emerging markets, pursuing market adjacencies and driving growth initiatives. We drive value for our customers through our application expertise, differentiated technology, and direct sales and service support. Our priorities also are focused on operational efficiencies by employing continuous improvement methodologies in our business processes. We expect our efforts will continue to provide more than sufficient cash from operations to meet our liquidity needs, pay dividends to common shareholders and enable us to invest in the development of new applications and markets for our technologies.

Safe Harbor Statements Under The Private Securities Litigation Reform Act Of 1995

This Form 10-Q, particularly the “Management’s Discussion and Analysis”, contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the U.S. and global economies. Statements in this Form 10-Q that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates”, “supports”, “plans”, “projects”, “expects”, “believes”, “should”, “would”, “could”, “hope”, “forecast”, “management is of the opinion”, use of the future tense and similar words or phrases.

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In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Factors that could cause actual results to differ materially from the expected results are discussed in Part I, Item 1A, Risk Factors in our Form 10-K for the year ended October 31, 2019 and in Part II, Item 1A, Risk Factors in this report.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding our financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Form 10-K for the year ended October 31, 2019. The information disclosed has not changed materially in the interim period since then.

ITEM 4.

CONTROLS AND PROCEDURES

Our management with the participation of the principal executive officer (President and Chief Executive Officer) and principal financial officer (Executive Vice President, Chief Financial Officer) has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15(e)) as of July 31, 2020. 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 July 31, 2020 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 management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the three months ended July 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Class Action Litigation

Environmental

We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable water delivery system serving the impacted area down gradient of the Site. At July 31, 2020 and October 31, 2019, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $360 and $401, respectively. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be different than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

ITEM 1A.

RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended October 31, 2019 (the “2019 Form 10-K”). Many of the risks identified in the 2019 Form 10-K are, and will be further, exacerbated by the impact of the COVID-19 pandemic and the actions taken by governmental entities, businesses, individuals and others in response to the pandemic. Other than as set forth below, there have been no material changes to the risk factors previously disclosed in the 2019 Form 10-K.

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

In March 2020, the World Health Organization categorized the current coronavirus disease (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. COVID-19 continues to spread throughout the United States and other countries across the world, and the duration and severity of its effects are currently unknown. The pandemic has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, social distancing protocols, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

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Nordson Corporation

We manufacture and provide essential products and services to a variety of critical infrastructure customers around the globe, and we intend to continue providing our products and services to these customers. However, any negative impact of the COVID-19 pandemic and similar issues in the future could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, and capital investments. In addition, preventive measures we have voluntarily put in place as well as other measures enacted by governments may have a material adverse effect on our business for an indefinite period of time, such as the potential shut down of certain locations, decreased employee availability, potential border closures, disruptions to the businesses of our channel partners and other potential adverse effects. Our suppliers and customers may also face these and other challenges, which could lead to a disruption in our supply chain, as well as decreased customer demand for our products and services. These issues may also materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition, capitalization and capital investments. The long-term economic impact and near-term financial impacts of the COVID-19 pandemic cannot be reasonably estimated at this time due to the uncertainty of future developments.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes common stock repurchased by the Company during the three months ended July 31, 2020:

					Total Number of		Approximate Dollar Value
					Shares Purchased		of Shares that
	Total Number		Average		as Part of Publicly		May Yet Be Purchased
	of Shares		Price Paid		Announced Plans		Under the Plans
	Purchased⁽¹⁾		per Share		or Programs⁽²⁾		or Programs⁽²⁾
May 1, 2020 to May 31, 2020		—		—		—	$	447,703
June 1, 2020 to June 30, 2020		—		—		—	$	447,703
July 1, 2020 to July 31, 2020		—		—		—	$	447,703
Total		—				—

(1)

In December 2014, the board of directors authorized a $300,000 common share repurchase program. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. In August 2018, the board of directors authorized the repurchase of an additional $500,000 of the Company’s common shares. Approximately $447,703 of the total $1,000,000 authorized remained available for share repurchases at July 31, 2020. Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program is being funded using cash from operations and proceeds from borrowings under our credit facilities.

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Nordson Corporation

ITEM 6.

EXHIBITS


31.1		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 2002.

31.2		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 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101		The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three months ended July 31, 2020, formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three and nine months ended July 31, 2020 and 2019, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended July 31, 2020 and 2019, (iii) the Condensed Consolidated Balance Sheets at July 31, 2020 and October 31, 2019, (iv) the Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended July 31, 2020 and 2019, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2020 and 2019, and (vi) the Notes to Condensed Consolidated Financial Statements.

104		The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2020, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101).

*	Furnished herewith.

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Nordson Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: September 4, 2020		Nordson Corporation

		By: /s/ *Joseph P. Kelley*
		Joseph P. Kelley
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)

Page 35

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	11/1/21	3, 4
	11/1/20
Filed on:	9/4/20
	8/25/20
For Period end:	7/31/20
	7/1/20
	6/30/20
	6/1/20	4
	5/31/20
	5/1/20
	4/30/20	10-Q
	1/31/20	10-Q
	11/1/19	4
	10/31/19	10-K, 5
	7/31/19	10-Q
	7/1/19
	4/30/19	10-Q, 8-K
	2/22/19
	1/31/19	10-Q, SC 13G/A
	11/1/18	4
	12/28/17
		List all Filings

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Nordson Corp. – ‘10-Q’ for 7/31/20

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