NORDSON : Annual Report

2022

NORDSON CORPORATION

Annual Report

2022

NORDSON CORPORATION

Annual Report

Dear Nordson shareholder,

It's in challenging times that you see what people are made of, and I could not be more impressed and humbled by the strength and resilience of our Nordson employees. After several years of macro-pressures, 2022 dealt us supply chain constraints, inflation at a 40-year high, increasing foreign currency pressures, COVID-19 shutdowns and continuing labor challenges. Through it all, our incredible teams remained true to Nordson's core values, exemplifying excellence, energy and respect for people, while innovating and solving complex problems for our customers. In each meeting, call, plant tour and visit, I met energetic employees striving to serve the customer, doing their best and aspiring to win at every turn.

Simultaneously, our employees are advancing the Ascend Strategy that we launched in 2021.

When I joined Nordson in 2019, I found a strong company whose greatest opportunity was profitable growth. We launched the Ascend Strategy to revitalize our long-term potential and achieve top-tier growth with leading margins and returns. It encompasses three interconnected pillars: NBS Next growth framework, Owner Mindset and Winning Teams. The successful execution of this Strategy is targeted to deliver $3 billion in sales at a sustained 30% EBITDA margin by 2025. I am very excited about the progress toward this goal, most notably the broad deployment of the NBS Next growth framework.

NBS Next is a data-driven segmentation framework that identifies the best profitable growth opportunities in each of our divisions. Having a crystal-clear understanding of growth priorities enables our divisions to dedicate their time and resources to the best customer and product opportunities. This is a new capability at Nordson. We now have increased clarity and our division- led owner mindset empowers our teams to take action. For example, when supply chain constraints could have limited our growth, our divisions used NBS Next to prioritize their resources to serve our best customers. It was a differentiator and competitive advantage.

As I've traveled to our North American and European sites, it's been exciting to see the adoption of NBS Next beyond the pilot businesses. Our teams across Nordson are asking the right questions, leading change and delivering differentiated business results. They are clearly motivated to learn more, and we've introduced a variety of training and leadership development programs to grow their competency and enhance our pipeline of winning teams.

In addition, our execution of the Ascend Strategy is delivering acquisitive growth. On November 3, 2022, we completed our acquisition of CyberOptics Corporation. This is an exciting company that will enhance our test and inspection platform, providing innovative technology that expands our product offering in the semiconductor and electronics industries. With this acquisition, as well as NDC Technologies (2021) and Fluortek (2020), we have completed approximately $210 million of our 2025 target of $500 million in acquired revenue. These great companies are fitting into the Nordson culture and enhancing our precision technology portfolio. As we grow both organically and through acquisition to reach $3 billion in sales, we have delivered above our 30% EBITDA margin target - an important long-term objective we will work to sustain.

In 2022, the Ascend Strategy transitioned from an aspiration into a competitive advantage that positions us to navigate and thrive in a variety of challenging macro-economic scenarios. We are creating an entrepreneurial organization that empowers our employees to make choices and drive focus toward our greatest opportunities for profitable growth. I am very pleased with our progress and look forward to continuously celebrating the teams who are making it happen.

I am grateful for the deep support of our employees, customers and shareholders, as we continue make this strong company even stronger. It is an honor to lead this great company.

Sincerely,

Sundaram Nagarajan

President and Chief Executive Officer

2022

NORDSON CORPORATION

Annual Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2022

OR

• 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	0-7977
NORDSON CORPORATION
(Exact name of Registrant as specified in its charter)
Ohio	34-0590250
(State of incorporation)			(I.R.S. Employer Identification No.)
28601 Clemens Road Westlake, Ohio	44145
(Address of principal executive offices)				(Zip Code)
[phone]

(Registrant's Telephone Number, including area code)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which
		Registered
Common Shares, without par value	NDSN	Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
	None		Yes x No ☐
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes ☐ No x

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. Yes x 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). Yes x 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	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

The aggregate market value of Common Shares, no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq Stock Market) as of April 29, 2022 was approximately $12,407,909,520.

There were 57,156,824 Common Shares outstanding as of November 30, 2022.

Documents incorporated by reference:

Portions of the Proxy Statement for the 2023 Annual Meeting - Part III of the Form 10-K