UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

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

(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, 2017

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)

 

(440) 892-1580

(Registrant’s Telephone Number, including area code)

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

Common Shares, without par value

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes       No  

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  

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       No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes       No  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

  (Do not check if smaller reporting company)

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No  

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 30, 2017 was approximately $7,182,626,437.

There were 57,745,608 Common Shares outstanding as of November 30, 2017.

Documents incorporated by reference:    Portions of the Proxy Statement for the 2018 Annual Meeting - Part III

 

 

 

 


 

Table of Contents

 

PART I

 

 

4

Item 1.

 

Business

4

 

 

General Description of Business

4

 

 

Corporate Purpose and Goals

4

 

 

Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales

5

 

 

Principal Products and Uses

5

 

 

Manufacturing and Raw Materials

7

 

 

Intellectual Property

7

 

 

Seasonal Variation in Business

7

 

 

Working Capital Practices

8

 

 

Customers

8

 

 

Backlog

8

 

 

Government Contracts

8

 

 

Competitive Conditions

8

 

 

Research and Development

8

 

 

Environmental Compliance

8

 

 

Employees

9

 

 

Available Information

9

Item 1A.

 

Risk Factors

10

Item 1B.

 

Unresolved Staff Comments

15

Item 2.

 

Properties

16

Item 3.

 

Legal Proceedings

17

Item 4.

 

Mine Safety Disclosures

17

 

 

Executive Officers of the Company

17

 

 

 

 

PART II

 

 

19

Item 5.

 

Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

19

 

 

Market Information and Dividends

19

 

 

Performance Graph

20

Item 6.

 

Selected Financial Data

21

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

 

 

Critical Accounting Policies and Estimates

22

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

33

Item 8.

 

Financial Statements and Supplementary Data

35

 

 

Consolidated Statements of Income

35

 

 

Consolidated Statements of Comprehensive Income

36

 

 

Consolidated Balance Sheets

37

 

 

Consolidated Statements of Shareholders’ Equity

38

 

 

Consolidated Statements of Cash Flows

39

 

 

Notes to Consolidated Financial Statements

40

 

 

Management’s Report on Internal Control Over Financial Reporting

70

 

 

Report of Independent Registered Public Accounting Firm

71

 

 

Report of Independent Registered Public Accounting Firm

72

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

73

Item 9A.

 

Controls and Procedures

73

Item 9B.

 

Other Information

73

 

 

 

 

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PART III

 

 

74

Item 10.

 

Directors, Executive Officers and Corporate Governance

74

Item 11.

 

Executive Compensation

74

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

74

 

 

Equity Compensation Table

74

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

74

Item 14.

 

Principal Accountant Fees and Services

75

 

 

 

 

PART IV

 

 

76

Item 15.

 

Exhibits and Financial Statement Schedule

76

 

 

(a) 1. Financial Statements

76

 

 

(a) 2. Financial Statement Schedule

76

 

 

(a) 3. Exhibits

76

 

 

Index to Exhibits

77

Item 16.

 

Form 10-K Summary

80

 

 

Signatures

81

 

 

Schedule II – Valuation and Qualifying Accounts and Reserves

83

 

 

Subsidiaries of the Registrant

 

 

 

Consent of Independent Registered Public Accounting Firm

 

 

 

Certifications

 

 

 

 

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PART I

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual 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 the context otherwise indicates, all references to “we,” “us,” “our,” or the “Company” mean Nordson Corporation.

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

Item 1.  Business

General Description of Business

Nordson engineers, manufactures and markets differentiated products and systems used to dispense, apply and control adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces. 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.

Our strategy for long-term growth is based on solving customers’ needs globally. We are headquartered in Westlake, Ohio, and our products are marketed through a network of direct operations in more than 35 countries. Consistent with this global strategy, approximately 69 percent of our revenues were generated outside the United States in 2017.

We have 7,532 employees worldwide. Principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, Ireland, Israel, Mexico, the Netherlands, Thailand and the United Kingdom.

Vention Acquisition

On March 31, 2017, we completed the acquisition of Vention Medical’s Advanced Technologies (“Vention”) business by means of a merger. Vention is a leading designer, developer and manufacturer of minimally invasive interventional delivery devices, catheters and advanced components for the global medical technology market.  Pursuant to the terms of the merger agreement governing the acquisition, we acquired Vention, excluding all of the outstanding capital stock of Vention Medical, Inc. (“Vention Medical”), and certain subsidiaries of Vention Medical that were sold to a third party prior to the effective time of the merger, on a cash-free and debt-free basis for an aggregate purchase price of $716.5 million, subject to certain adjustments (including a customary working capital adjustment), resulting in a transaction with an approximate enterprise value of $705 million.

Corporate Purpose and Goals

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

We operate for the purpose of creating balanced, long-term benefits for all of our constituencies.

Although every quarter may not produce increased sales, net income and earnings per share, or exceed the comparative prior year's quarter, we do expect to produce long-term gains. When short-term swings occur, we do not intend to alter our basic objectives in efforts to mitigate the impact of these temporary occurrences.

We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies, and by leveraging existing technology into new applications. Additional growth comes through the acquisition of companies that serve international growth markets, share our business model characteristics and can leverage our global infrastructure.

We create benefits for our customers through a Package of Values®, which includes carefully engineered, durable products; strong service support; the backing of a well-established, worldwide company with financial and technical strengths; and a corporate commitment to deliver what was promised.

We strive to provide genuine customer satisfaction – it is the foundation upon which we continue to build our business.

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Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compens ation. This goal is met through the Human Resources department’s facilitation of employee training, leadership training and the creation of on-the-job growth opportunities. The result is a highly qualified and professional global team capable of meeting co rporate objectives.

We recognize the value of employee participation in the planning process. Strategic and operating plans are developed by all business units, resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives.

We drive continuous improvement in all areas of the company through the Nordson Business System (NBS), our collected set of tools and best practices.  Rooted in Lean Six Sigma methodologies, the NBS is applied throughout all business units and corporate functions.   Closely tied to the NBS are a set of key performance indicators that help define and measure progress toward corporate goals.  The NBS is underpinned by our timeless corporate values of customer passion, energy, excellence, integrity and respect for people.  

We are an equal opportunity employer.

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

Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales

In accordance with generally accepted accounting principles, we have reported information about our three operating segments, including information about our foreign and domestic operations. This information is contained in Note 16 of Notes to Consolidated Financial Statements, which can be found in Part II, Item 8 of this Annual Report.

Principal Products and Uses

We engineer, manufacture and market differentiated products and systems used to dispense, apply and control adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces. Our technology-based systems can be found in manufacturing facilities around the world producing a wide range of goods for consumer durable, consumer non-durable and technology end markets. Equipment ranges from single-use components to manual, stand-alone units for low-volume operations to microprocessor-based automated systems for high-speed, high-volume production lines.

We market our products globally, primarily through a direct sales force, and also through qualified distributors and sales representatives. We have built a worldwide reputation for creativity and expertise in the design and engineering of high-technology application equipment that meets the specific needs of our customers. We create value for our customers by developing solutions that increase uptime, enable faster line speeds and reduce consumption of materials.

The following is a summary of the product lines and markets served by our operating segments:

 

1.

Adhesive Dispensing Systems

This segment delivers our proprietary precision dispensing and processing technology to diverse markets for applications that commonly reduce material consumption, increase line efficiency and enhance product strength, durability, brand and appearance.

 

Nonwovens – Dispensing, coating and laminating systems for applying adhesives, lotions, liquids and fibers to disposable products and continuous roll goods. Key strategic markets include adult incontinence products, baby diapers and child-training pants, feminine hygiene products and surgical drapes, gowns, shoe covers and face masks.

 

Packaging – Automated adhesive dispensing systems used in the rigid packaged goods industries. Key strategic markets include food and beverage packaging, pharmaceutical packaging, and other consumer goods packaging.

 

Polymer Processing – Components and systems used in the thermoplastic melt stream in plastic extrusion, injection molding, compounding, polymerization and recycling processes. Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods.

 

Product Assembly – Dispensing, coating and laminating systems for the assembly of plastic, metal and wood products, for paper and paperboard converting applications and for the manufacturing of continuous roll goods. Key

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strategic markets include appliances, automotive components, building and construction materials, electronics, furniture, solar energy, and the manufacturing of bags, sacks, books, envelopes and folding cartons.

 

2.

Advanced Technology Systems

This segment integrates our proprietary product technologies found in progressive stages of a customer’s production process, such as surface treatment, precisely controlled automated, semi-automated or manual dispensing of material, and post-dispense bond testing, optical inspection and x-ray inspection to ensure quality. Related single-use plastic molded syringes, cartridges, tips, tubing and fluid connection components are used to dispense or control fluids in production processes or within customers’ end products. This segment primarily serves the specific needs of electronics, medical and related high-tech industries.

 

Electronics Systems - Automated dispensing systems for high-speed, accurate application of a broad range of attachment, protection and coating fluids, and related gas plasma treatment systems for cleaning and conditioning surfaces prior to dispense. Key strategic markets include mobile phones, tablets, personal computers, wearable technology, liquid crystal displays, micro hard drives, microprocessors, printed circuit boards, micro-electronic mechanical systems (MEMS), and semiconductor packaging.

 

Fluid Management – Precision manual and semi-automated dispensers, minimally invasive interventional delivery devices, and highly engineered single-use plastic molded syringes, cartridges, tips, fluid connection components, tubing and catheters. Products are used for applying and controlling the flow of adhesives, sealants, lubricants, and biomaterials in critical industrial production processes and within medical equipment and related surgical procedures. Key strategic markets include consumer goods, electronics, industrial assembly, and medical.

 

Test and Inspection - Bond testing and automated optical and x-ray inspection systems used in the semiconductor and printed circuit board industries. Key strategic markets include mobile phones, tablets, personal computers, wearable technology, liquid crystal displays, micro hard drives, microprocessors, printed circuit boards, MEMS, and semiconductor packaging.

 

3.

Industrial Coating Systems

This segment provides both standard and highly-customized equipment used primarily for applying coatings, paint, finishes, sealants and other materials, and for curing and drying of dispensed material. This segment primarily serves the consumer durables market.

 

Cold Materials – Automated and manual dispensing products and systems used to apply multiple component adhesive and sealant materials in the general industrial and transportation manufacturing industries. Key strategic markets include aerospace, alternative energy, appliances, automotive, building and construction, composites, electronics and medical.

 

Container Coating – Automated and manual dispensing and curing systems used to coat and cure containers. Key strategic markets include beverage containers and food cans.

 

Curing and Drying Systems – Ultraviolet equipment used primarily in curing and drying operations for specialty coatings, semiconductor materials and paints. Key strategic markets include electronics, containers, and durable goods products.

 

Liquid Finishing – Automated and manual dispensing systems used to apply liquid paints and coatings to consumer and industrial products. Key strategic markets include automotive components, agriculture, construction, metal shelving and drums.

 

Powder Coating – Automated and manual dispensing systems used to apply powder paints and coatings to a variety of metal, plastic and wood products. Key strategic markets include agriculture and construction equipment, appliances, automotive components, home and office furniture, lawn and garden equipment, pipe coating, and wood and metal shelving.

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Manufacturing an d Raw Materials

Our production operations include machining, molding and assembly. We manufacture specially designed parts and assemble components into finished equipment. Many components are made in standard modules that can be used in more than one product or in combination with other components for a variety of models. We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Massachusetts, Michigan, Minnesota, New Jersey, North Carolina, Rhode Island, Tennessee, Washington and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, Israel, Mexico, the Netherlands, Thailand and the United Kingdom.

Principal materials used to make our products are metals and plastics, typically in sheets, bar stock, castings, forgings, tubing and pellets. We also purchase many electrical and electronic components, fabricated metal parts, high-pressure fluid hoses, packings, seals and other items integral to our products. Suppliers are competitively selected based on cost, quality and service. All significant raw materials that we use are available through multiple sources.

Senior operating management supervise an extensive quality control program for our equipment, machinery and systems, and manufacturing processes.

Natural gas and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if needed.

Intellectual Property

We maintain procedures to protect our intellectual property (including patents, trademarks and copyrights) both domestically and internationally. Risk factors associated with our intellectual property are discussed in Item 1A, Risk Factors.

Our intellectual property portfolios include valuable patents, trade secrets, know-how, domain names, trademarks and trade names. As of October 31, 2017, we held 597 United States patents and 1,413 foreign patents and had 218 United States patent applications pending and 868 foreign patent applications pending, but there is no assurance that any patent application will be issued. We continue to apply for and obtain patent protection for new products on an ongoing basis.

Patents covering individual products extend for varying periods according to the date of filing or grant and the legal term of patents in various countries where a patent is obtained. Our current patent portfolio has expiration dates ranging from November 2017 to April 2042. The actual protection a patent provides, which can vary from country to country, depends upon the type of patent, the scope of its coverage, and the availability of legal remedies in each country. We believe, however, that the duration of our patents generally exceeds the life cycles of the technologies disclosed and claimed in the patents.

We believe our trademarks are important assets and we aggressively manage our brands. We also own a number of trademarks in the United States and foreign countries, including registered trademarks for Nordson, Asymtek, Avalon, Dage, EFD, Value Plastics and Xaloy and various common law trademarks which are important to our business, inasmuch as they identify Nordson and our products to our customers. As of October 31, 2017, we had a total of 2,428 trademark registrations in the United States and in various foreign countries.

We rely upon a combination of nondisclosure and other contractual arrangements and trade secret laws to protect our proprietary rights and also enter into confidentiality and intellectual property agreements with our employees that require them to disclose any inventions created during employment, convey all rights to inventions to us, and restrict the distribution of proprietary information.

We protect and promote our intellectual property portfolio and take those actions we deem appropriate to enforce our intellectual property rights and to defend our right to sell our products. Although in aggregate our intellectual property is important to our operations, we do not believe that the loss of any one patent, trademark, or group of related patents or trademarks would have a material adverse effect on our results of operations or financial position of our overall business.

Seasonal Varia tion in Business

Generally, the highest volume of sales occurs in the second half of the year due in large part to the timing of customers’ capital spending programs. Accordingly, first quarter sales volume is typically the lowest of the year due to timing of customers’ capital spending programs and customer holiday shutdowns.

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Working Capit al Practices

No special or unusual practices affect our working capital. We generally require advance payments as deposits on customized equipment and systems and, in certain cases, require progress payments during the manufacturing of these products. We continue to initiate new processes focused on reduction of manufacturing lead times, resulting in lower investment in inventory while maintaining the capability to respond promptly to customer needs.

Customers

We serve a broad customer base, both in terms of industries and geographic regions. In 2017, no single customer accounted for ten percent or more of sales.

Backlog

Our backlog of open orders increased to approximately $402,000 at October 31, 2017 from approximately $278,000 at October 31, 2016, inclusive of approximately 28.0 percent organic growth and 17.0 percent growth due to acquisitions. The increase is primarily due to growth within the Advanced Technology Systems segment. The amounts for both years were calculated based upon exchange rates in effect at October 31, 2017. All orders in the 2017 year-end backlog are expected to be shipped to customers in 2018.

Government Contracts

Our business neither includes nor depends upon a significant amount of governmental contracts or subcontracts. Therefore, no material part of our business is subject to renegotiation or termination at the option of the government.

Competitive Conditions

Our equipment is sold in competition with a wide variety of alternative bonding, sealing, finishing, coating, processing, testing, inspecting, and fluid control techniques. Potential uses for our equipment include any production processes that require preparation, modification or curing of surfaces; dispensing, application, processing or control of fluids and materials; or testing and inspecting for quality.

Many factors influence our competitive position, including pricing, product quality and service. We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as service and technical support. Working with customers to understand their processes and developing the application solutions that help them meet their production requirements also contributes to our leadership position. Our worldwide network of direct sales and technical resources also is a competitive advantage.

Research and Development

Investments in research and development are important to our long-term growth, enabling us to keep pace with changing customer and marketplace needs through the development of new products and new applications for existing products. We place strong emphasis on technology developments and improvements through internal engineering and research teams. Research and development expenses were $52,462 in 2017, compared with $46,247 in 2016 and $46,689 in 2015. As a percentage of sales, research and development expenses were 2.5, 2.6 and 2.8 percent in 2017, 2016 and 2015, respectively.

Environmental Compliance

We are subject to federal, state, local and foreign environmental, safety and health laws and regulations concerning, among other things, emissions to the air, discharges to land and water and the generation, handling, treatment and disposal of hazardous waste and other materials. Under certain of these laws, we can be held strictly liable for hazardous substance contamination of any real property we have ever owned, operated or used as a disposal site or for natural resource damages associated with such contamination. We are also required to maintain various related permits and licenses, many of which require periodic modification and renewal. The operation of manufacturing plants unavoidably entails environmental, safety and health risks, and we could incur material unanticipated costs or liabilities in the future if any of these risks were realized in ways or to an extent that we did not anticipate.

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We believe that we operate in compliance, in all material respects, with applicabl e environmental laws and regulations. Compliance with environmental laws and regulations requires continuing management effort and expenditures. We have incurred, and will continue to incur, costs and capital expenditures to comply with these laws and regu lations and to obtain and maintain the necessary permits and licenses. We believe that the cost of complying with environmental laws and regulations will not have a material effect on our earnings, liquidity or competitive position but cannot assure that m aterial compliance-related costs and expenses may not arise in the future. For example, future adoption of new or amended environmental laws, regulations or requirements or newly discovered contamination or other circumstances that could require us to incu r costs and expenses that may have a material effect, but cannot be presently anticipated.

We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material environmental damage arising from our operations. We accrue for estimated environmental liabilities with charges to expense and believe our environmental accrual is adequate to provide for our portion of the costs of all such known environmental liabilities. Compliance with federal, state, local and foreign environmental protection laws during 2017 had no material effect on our capital expenditures, earnings or competitive position. Based upon consideration of currently available information, we believe liabilities for environmental matters will not have a material adverse effect on our financial position, operating results or liquidity, but we cannot assure that material environmental liabilities may not arise in the future.

Employees

As of October 31, 2017, we had 7,532 full-time and part-time employees, including 140 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on October 31, 2019 and 32 at our New Castle, Pennsylvania facility who are represented by a collective bargaining agreements that expired on August 31, 2017. As previously announced, our New Castle, Pennsylvania facility will be closing, and the parties to the collective bargaining agreement, which expired on August 31, 2017, agreed it shall remain in effect until the planned facility closure, at which point the collective bargaining agreement shall immediately expire. No work stoppages have been experienced at any of our facilities during any of the periods covered by this report.

Available Information

Our proxy statement, annual report to the Securities and Exchange Commission (Form 10-K), quarterly reports (Form 10-Q) and current reports (Form 8-K) and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at http://www.nordson.com/investors as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC. Copies of these reports may also be obtained free of charge by sending written requests to Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145. The contents of our Internet website are not incorporated by reference herein and are not deemed to be a part of this report.

 

 

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Item 1A.  Ri sk Factors

In an enterprise as diverse as ours, a wide range of factors could affect future performance. We discuss in this section some of the risk factors that, if they actually occurred, could materially and adversely affect our business, financial condition, value and results of operations. You should consider these risk factors in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements.

The significant risk factors affecting our operations include the following:

Changes in United States or international economic conditions, including declines in the industries we serve, could adversely affect the profitability of any of our operations.

In 2017, approximately 31 percent of our revenue was generated in the United States, while approximately 69 percent was generated outside the United States. Our largest markets include appliance, automotive, construction, container, electronics assembly, food and beverage, furniture, medical, metal finishing, nonwovens, packaging, paper and paperboard converting, plastics processing and semiconductor. A slowdown in any of these specific end markets could directly affect our revenue stream and profitability.

A portion of our product sales is attributable to industries and markets, such as the semiconductor, mobile electronics, polymer processing and metal finishing industries, which historically have been cyclical and sensitive to relative changes in supply and demand and general economic conditions. The demand for our products depends, in part, on the general economic conditions of the industries or national economies of our customers. Downward economic cycles in our customers’ industries or countries may reduce sales of some of our products. It is not possible to predict accurately the factors that will affect demand for our products in the future.

Any significant downturn in the health of the general economy, globally, regionally or in the markets in which we sell products, could have an adverse effect on our revenues and financial performance, resulting in impairment of assets.

If we fail to develop new products, or our customers do not accept the new products we develop, our revenue and profitability could be adversely impacted.

Innovation is critical to our success. We believe that we must continue to enhance our existing products and to develop and manufacture new products with improved capabilities in order to continue to be a leading provider of precision technology solutions for the industrial equipment market. We also believe that we must continue to make improvements in our productivity in order to maintain our competitive position. Difficulties or delays in research, development or production of new products or failure to gain market acceptance of new products and technologies may reduce future sales and adversely affect our competitive position. We continue to invest in the development and marketing of new products. There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major research and development expenses. If we fail to make innovations, launch products with quality problems or the market does not accept our new products, our financial condition, results of operations, cash flows and liquidity could be adversely affected. In addition, as new or enhanced products are introduced, we must successfully manage the transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive levels of older product inventories and ensure that we can deliver sufficient supplies of new products to meet customers’ demands.

Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully.

Our recent historical growth has depended, and our future growth is likely to continue to depend, in part on our acquisition strategy and the successful integration of acquired businesses into our existing operations.  In March 2017, we completed the acquisition of Vention, a leading designer, developer and manufacturer of minimally invasive interventional delivery devices, catheters and advanced components for the global medical technology market. Failure to achieve the anticipated benefits of the Vention acquisition could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on the acquired company’s business, financial condition, operating results and prospects.  In addition, it is possible that the integration process could result in the disruption of our ongoing businesses or cause inconsistencies in standards, controls, procedures, and policies that adversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the acquisition.  

We intend to continue to seek additional acquisition opportunities both to expand into new markets and to enhance our position in existing markets throughout the world. We cannot assure we will be able to successfully identify suitable acquisition opportunities, prevail against competing potential acquirers, negotiate appropriate acquisition terms, obtain financing that may be needed to

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consummate such acquisitions, complete proposed acquisitions, successfully integrate acquired busines ses into our existing operations or expand into new markets. In addition, we cannot assure that any acquisition, once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.

The success of our acquisition strategy is subject to other risks and uncertainties, including:

our ability to realize operating efficiencies, synergies or other benefits expected from an acquisition, and possible delays in realizing the benefits of the acquired company or products;

diversion of management’s time and attention from other business concerns;

difficulties in retaining key employees, customers or suppliers of the acquired business;

difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies;

adverse effects on existing business relationships with suppliers or customers;

the risks associated with the assumption of product liabilities, contingent or undisclosed liabilities of acquisition targets; and

the ability to generate future cash flows or the availability of financing.

In addition, an acquisition could adversely impact our operating performance as a result of the incurrence of acquisition-related debt, pre-acquisition potential tax liabilities, acquisition expenses, the amortization of acquisition-acquired assets, or possible future impairments of goodwill or intangible assets associated with the acquisition.

We may also face liability with respect to acquired businesses for violations of environmental laws occurring prior to the date of our acquisition, and some or all of these liabilities may not be covered by environmental insurance secured to mitigate the risk or by indemnification from the sellers from which we acquired these businesses. We could also incur significant costs, including, but not limited to, remediation costs, natural resources damages, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities, associated with environmental laws.

Increased IT security threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, solutions and services.

Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. Depending on their nature and scope, such threats could potentially lead to the compromising of confidential information, including but not limited to confidential information relating to customer or employee data, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of operations.

The interpretation and application of data protection laws, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personally identifiable data in the U.S., Europe (including but not limited to the General Data Protection Regulation), and elsewhere, are uncertain and evolving. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. Complying with these laws may cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results.

We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the euro, the yen, the pound sterling and the Chinese yuan. Any significant change in the value of the currencies of the countries in which we do business against the United States dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our business, financial condition and results of operations. For additional detail related to this risk, see Item 7A, Quantitative and Qualitative Disclosure About Market Risk.

The majority of our consolidated revenues in 2017 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred. As a result, currency fluctuations between the United States dollar and the currencies in which we do business have caused and will continue to cause foreign currency transaction and translation gains and losses, which historically have been material and could continue to be material. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the

Nordson Corporation 11


 

number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where available, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations. For example, the ann ouncement of Brexit and subsequent steps taken by Britain to begin withdrawal from the European Union caused volatility in global currency exchange rate fluctuations that resulted in the strengthening of the United States dollar against foreign currencies in which we conduct business.  Future adverse consequences arising from Brexit may include continued volatility in exchange rates.  Any significant fluctuation in exchange rates may be harmful to our financial condition and results of operations. We also f ace risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into United States dollars or to remit dividends and other payments by our foreign subsidiaries or c ustomers located in or conducting business in a country imposing controls. Currency devaluations diminish the United States dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, coul d adversely affect our earnings or cash flow.

Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results and total capitalization.

Our total assets reflect substantial intangible assets, primarily goodwill. The goodwill results from our acquisitions and represents the excess of cost over the fair value of the identifiable net assets we acquired. We assess at least annually whether there has been any impairment in the value of our intangible assets. If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge, if market conditions for acquired businesses decline, if significant and prolonged negative industry or economic trends exist, if our stock price and market capitalization declines, or if future cash flow estimates decline, we could incur, under current applicable accounting rules, a non-cash charge to operating earnings for goodwill impairment. Any determination requiring the write-off of a significant portion of unamortized intangible assets would negatively affect our results of operations and equity book value, the effect of which could be material.

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

We are subject to income taxes in the United States and various foreign jurisdictions. Changes in applicable domestic or foreign tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our business, financial condition and profitability by increasing our tax liabilities. Our future results of operations could be adversely affected by changes in our effective tax rate as a result of a change in the mix of earnings in jurisdictions with differing statutory tax rates, changes in our overall profitability, changes in tax legislation and rates, changes in generally accepted accounting principles and changes in the valuation of deferred tax assets and liabilities. The U.S. federal government may adopt changes to international trade agreements, tariffs, taxes and other government rules and regulations.  While we cannot predict what changes will actually occur with respect to any of these items, such changes could affect our business and results of operations.

If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on us, our financial condition and results of operations.

We regard much of the technology underlying our products and the trademarks under which we market our products as proprietary. The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology. We rely on a combination of patents, trademark, copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights. The agreements may be breached or terminated, and we may not have adequate remedies for any breach, and existing trade secrets, patent and copyright law afford us limited protection. Policing unauthorized use of our intellectual property is difficult. A third party could copy or otherwise obtain and use our products or technology without authorization. Litigation may be necessary for us to defend against claims of infringement or to protect our intellectual property rights and could result in substantial cost to us and diversion of our efforts. Further, we might not prevail in such litigation, which could harm our business.

Our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and, if we are not successful, could cause us to pay substantial damages and prohibit us from selling our products.

Third parties may assert infringement or other intellectual property claims against us based on their patents or other intellectual property claims, and we may have to pay substantial damages, possibly including treble damages, if it is ultimately determined our products infringe. We may have to obtain a license to sell our products if it is determined that our products infringe upon another party’s intellectual property. We might be prohibited from selling our products before we obtain a license, which, if available at all,

Nordson Corporation 12


 

may require us to pay substantial royalties. Even if infringement claims against us are without merit, defending these types of lawsuits takes significant time, may be expensive and may divert management attention from other b usiness concerns.

We may be exposed to liabilities under the Foreign Corrupt Practices Act (FCPA), which could have a material adverse effect on our business.

We are subject to compliance with various laws and regulations, including the FCPA and similar worldwide anti-bribery and anti-corruption laws, which generally prohibit companies and their intermediaries from engaging in bribery or making other improper payments to private or public parties for the purpose of obtaining or retaining business or gaining an unfair business advantage. The FCPA also requires proper record keeping and characterization of such payments in our reports filed with the SEC. Our employees are trained and required to comply with these laws, and we are committed to legal compliance and corporate ethics. Violations of these laws could result in severe criminal or civil sanctions and financial penalties and other consequences that may have a material adverse effect on our business, reputation, financial condition or results of operations. 

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

The limits imposed on us by the restrictive covenants contained in our credit facilities could prevent us from making acquisitions or cause us to lose access to these facilities.

Our existing credit facilities contain restrictive covenants that limit our ability to, among other things:

borrow money or guarantee the debts of others;

use assets as security in other transactions;

make restricted payments or distributions; and

sell or acquire assets or merge with or into other companies.

In addition, our credit facilities require us to meet financial ratios, including a “Leverage Ratio” and an “Interest Coverage Ratio,” both as defined in the credit facilities.

These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities.

Our ability to comply with the covenants and other terms of our credit facilities will depend on our future operating performance. If we fail to comply with such covenants and terms, we may be in default and the maturity of the related debt could be accelerated and become immediately due and payable. We may be required to obtain waivers from our lenders in order to maintain compliance under our credit facilities, including waivers with respect to our compliance with certain financial covenants. If we are unable to obtain necessary waivers and the debt under our credit facilities is accelerated, we would be required to obtain replacement financing at prevailing market rates.

We may need new or additional financing in the future to expand our business or refinance existing indebtedness. If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing credit facilities. Our ability to obtain new or additional financing will depend on a variety of factors, many of which are beyond our control. We may not be able to obtain new or additional financing because we have substantial debt or because we may not have sufficient cash flow to service or repay our existing or future debt. In addition, depending on market conditions and our financial performance, neither debt nor equity financing may be available on satisfactory terms or at all. Finally, as a consequence of worsening financial market conditions, our credit facility providers may not provide the agreed credit if they become undercapitalized.

Changes in interest rates could adversely affect us.

Any period of interest rate increases may also adversely affect our profitability. At October 31, 2017, we had $1,582,984 of total debt and notes payable outstanding, of which 80 percent was priced at interest rates that float with the market. A one percent increase in the interest rate on the floating rate debt in 2017 would have resulted in approximately $11,064 of additional interest expense. A higher level of floating rate debt would increase the exposure to changes in interest rates. For additional detail related to this risk, see Item 7A, Quantitative and Qualitative Disclosure About Market Risk.

Nordson Corporation 13


 

Failure to retain our existing senior management team or the inability to attract and retain qualified personnel could hurt our business and inhibit our ability to operate and grow successfully.

Our success will continue to depend to a significant extent on the continued service of our executive management team and the ability to recruit, hire and retain other key management personnel to support our growth and operational initiatives and replace executives who retire or resign. Failure to retain our leadership team and attract and retain other important management and technical personnel could place a constraint on our global growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.

The level of returns on pension plan assets and changes in the actuarial assumptions used could adversely affect us.

Our operating results may be positively or negatively impacted by the amount of expense we record for our defined benefit pension plans. U.S. GAAP requires that we calculate pension expense using actuarial valuations, which are dependent upon our various assumptions including estimates of expected long-term rate of return on plan assets, discount rates for future payment obligations, and the expected rate of increase in future compensation levels. Our pension expense and funding requirements may also be affected by our actual return on plan assets and by legislation and other government regulatory actions. Changes in assumptions, laws or regulations could lead to variability in operating results and could have a material adverse impact on liquidity.

Regulations related to conflict-free minerals may result in additional expenses that could affect our financial condition and business operations.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC promulgated final rules regarding disclosure of the use of certain minerals, known as conflict minerals, which are mined from the Democratic Republic of the Congo and adjoining countries, as well as procedures regarding a manufacturer’s efforts to prevent the sourcing of such minerals and metals produced from those minerals. These new disclosure obligations will require continuing due diligence efforts to support our future disclosure requirements. We incurred and will continue to incur costs associated with complying with such disclosure requirements, including costs associated with canvassing our supply chain to determine the source country of any conflict minerals incorporated in our products, in addition to the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. In addition, the implementation of these rules could adversely affect the sourcing, supply, and pricing of materials used in our products.

Political conditions in the U.S. and foreign countries in which we operate could adversely affect us.

We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business outside the United States. In 2017, approximately 69 percent of our total sales were generated outside the United States. We expect that international operations and United States export sales will continue to be important to our business for the foreseeable future. Both sales from international operations and export sales are subject in varying degrees to risks inherent in doing business outside the United States. Such risks include, but are not limited to, the following:

risks of economic instability;

unanticipated or unfavorable circumstances arising from host country laws or regulations;

threats of war, terrorism or governmental instability;

significant foreign and U.S. taxes on repatriated cash;

changes in tax rates, adoption of new tax laws or other additional tax policies, including the implementation of proposals to reform United States and foreign tax laws that could impact how United States multinational corporations are taxed on foreign earnings;

restrictions on the transfer of funds into or out of a country;

potential negative consequences from changes to taxation policies;

the disruption of operations from labor and political disturbances;

the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies and relations arising from policy initiatives implemented by the new U.S. presidential administration; and

exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country.

Nordson Corporation 14


 

Any of these events could reduce the demand for ou r products, limit the prices at which we can sell our products, interrupt our supply chain, or otherwise have an adverse effect on our operating performance.

Our international operations also depend upon favorable trade relations between the U.S. and those foreign countries in which our customers, subcontractors and materials suppliers have operations. A protectionist trade environment in either the U.S. or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets. The new U.S. presidential administration has criticized existing trade agreements, and while it is currently unclear what actions the administration may take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be imposed in the future.

Our business and operating results may be adversely affected by natural disasters or other catastrophic events beyond our control.

While we have taken precautions to prevent production and service interruptions at our global facilities, severe weather conditions such as hurricanes or tornadoes, as well as major earthquakes, wildfires and other natural disasters, as well as cyberterrorism, in areas in which we have manufacturing facilities or from which we obtain products may cause physical damage to our properties, closure of one or more of our manufacturing or distribution facilities, lack of an adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities, and delays in the delivery of products to our customers. Any of these factors may disrupt our operations and adversely affect our financial condition and results of operations.

The insurance that we maintain may not fully cover all potential exposures.

We maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We are potentially at risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.

Item 1B.  Unresolved Staff Comments

None.

 

 

Nordson Corporation 15


 

Item 2.  P roperties

The following table summarizes our principal properties as of October 31, 2017:

 

Location

 

Description of Property

 

Approximate

Square Feet

 

 

 

 

 

Amherst, Ohio 2, 3

 

A manufacturing, laboratory and office complex

 

521,000

Austintown, Ohio 1

 

A manufacturing, warehouse and office building (leased)

 

207,000

Carlsbad, California 2

 

Three manufacturing and office buildings (leased)

 

181,000

Duluth, Georgia 1

 

A manufacturing, laboratory and office building

 

176,000

Norwich, Connecticut 2

 

A manufacturing, laboratory and office building

 

159,000

Chippewa Falls, Wisconsin 1

 

Three manufacturing, warehouse, and office buildings (leased)

 

151,000

Swainsboro, Georgia 1

 

A manufacturing building (leased)

 

136,000

East Providence, Rhode Island 2

 

A manufacturing, warehouse and office building

 

116,000

Loveland, Colorado 2

 

A manufacturing, warehouse and office building

 

115,000

Robbinsville, New Jersey 2

 

A manufacturing, warehouse and office building (leased)

 

88,000

Minneapolis, Minnesota 2

 

Two office, laboratory and warehouse buildings (leased)

 

69,000

Wixom, Michigan 3

 

A manufacturing, warehouse and office building (leased)

 

64,000

Salem, New Hampshire 2

 

A manufacturing, warehouse and office building (leased)

 

63,000

Youngstown, Ohio 1

 

A manufacturing, warehouse and office building (leased)

 

58,000

Vista, California 2

 

A manufacturing building (leased)

 

41,000

Hickory, North Carolina 1

 

A manufacturing, warehouse and office building (leased)

 

41,000

Marlborough, Massachusetts 2

 

An office, laboratory and warehouse building (leased)

 

30,000

Westlake, Ohio

 

Corporate headquarters

 

28,000

Chattanooga, Tennessee 2

 

A manufacturing, warehouse and office building (leased)

 

25,000

Sunnyvale, California 2

 

Two office, laboratory and warehouse buildings (leased)

 

24,000

Huntington Beach, California 2

 

An office, laboratory and warehouse building

 

21,000

Spokane, Washington 2

 

A manufacturing, warehouse and office building

 

18,000

Concord, California 2

 

A manufacturing and office building (leased)

 

12,000

Ventura, California 2

 

A manufacturing, warehouse and office building (leased)

 

11,000

Shanghai, China 1, 3

 

Four manufacturing, warehouse and office buildings (leased)

 

311,000

Lüneburg, Germany 1

 

A manufacturing and laboratory building

 

129,000

Münster, Germany 1

 

Four manufacturing, warehouse and office building (leased)

 

112,000

Shanghai, China 1, 2, 3

 

Two office, laboratory and engineering buildings

 

110,000

Guaymas, Mexico 2

 

Three manufacturing, warehouse and office buildings (leased)

 

89,000

Bangalore, India 1, 2, 3

 

A manufacturing, warehouse and office building

 

56,000

Maastricht, Netherlands 1, 2, 3

 

A manufacturing, warehouse and office building

 

54,000

Chonburi, Thailand 1

 

A manufacturing, warehouse and office building

 

52,000

Tokyo, Japan 1, 2, 3

 

Three office, laboratory and warehouse buildings (leased)

 

49,000

Erkrath, Germany 1, 2, 3

 

An office, laboratory and warehouse building  (leased)

 

48,000

Boyle, Ireland 2

 

A manufacturing, warehouse and office building (leased)

 

47,000

Deurne, Netherlands 2

 

A manufacturing, warehouse and office building (leased)

 

46,000

Suzhou, China 2

 

A manufacturing, warehouse and office building (leased)

 

42,000

Aylesbury, U.K. 1, 2

 

A manufacturing, warehouse and office building (leased)

 

36,000

Seongnam-City, South Korea 1, 2, 3

 

An office, laboratory and warehouse building (leased)

 

35,000

Pirmasens, Germany 1

 

A manufacturing, warehouse and office building (leased)

 

32,000

Munich, Germany 2

 

Three office, laboratory and warehouse buildings (leased)

 

29,000

Sao Paulo, Brazil 1, 2, 3

 

An office, laboratory and warehouse building (leased)

 

23,000

El Marques, Mexico 1, 2, 3

 

A warehouse and office building (leased)

 

22,000

Munich, Germany 2

 

An office, laboratory and warehouse building (leased)

 

21,000

Katzrin, Israel 2

 

An office, laboratory and warehouse building (leased)

 

20,000

Singapore 1, 2, 3

 

Two warehouse and office buildings (leased)

 

16,000

Billerbeck, Germany 1

 

An office and warehouse building (leased)

 

16,000

Lagny Sur Marne, France 1, 3

 

An office building (leased)

 

6,000

Segrate, Italy 1, 3

 

An office, laboratory and warehouse building (leased)

 

5,000

Nordson Corporation 16


 

 

Business Segment - Property Identification Legend

1 - Adhesive Dispensing Systems

2 - Advanced Technology Systems

3 - Industrial Coating Systems

The facilities listed have adequate, suitable and sufficient capacity (production and nonproduction) to meet present and foreseeable demand for our products.

Other properties at international subsidiary locations and at branch locations within the United States are leased. Lease terms do not exceed 25 years and generally contain a provision for cancellation with some penalty at an earlier date. Information about leases is reported in Note 11 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document.

Item 3.  Legal Proceedings

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 environmental matter discussed below, after consultation with legal counsel, we believe that the probability is remote 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.

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 constructing a potable water delivery system serving the impacted area down gradient of the Site. At October 31, 2017 and 2016, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $472 and $516, 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 4.  Mine Safety Disclosures

None.

Executive Officers of the Company

Our executive officers as of October 31, 2017, were as follows:

 

Name

 

Age

 

Officer Since

 

Position or Office with The Company and Business Experience During the Past Five (5) Year Period

 

 

 

 

 

 

 

Michael F. Hilton

 

63

 

2010

 

President and Chief Executive Officer, 2010

 

 

 

 

 

 

 

John J. Keane

 

56

 

2003

 

Senior Vice President, 2005

 

 

 

 

 

 

 

Gregory P. Merk

 

46

 

2006

 

Senior Vice President, 2013

 

 

 

 

 

 

Vice President, 2006

 

 

 

 

 

 

 

Gregory A. Thaxton

 

56

 

2007

 

Senior Vice President, Chief Financial Officer, 2012

 

 

 

 

 

 

 

James E. DeVries

 

58

 

2012

 

Vice President, 2012

 

 

 

 

 

 

 

Stephen P. Lovass

 

48

 

2017

 

Vice President, 2017

 

 

 

 

 

 

 

Shelly M. Peet

 

52

 

2007

 

Vice President, 2009

 

 

 

 

 

 

 

Jeffrey A. Pembroke

 

50

 

2015

 

Vice President, 2015

 

 

 

 

 

 

 

Joseph Stockunas

 

57

 

2015

 

Vice President, 2015

 

 

 

 

 

 

 

Nordson Corporation 17


 

Robert E. Veillette

 

65

 

2007

 

Vice President, General Counsel and Secretary, 2007

 

On November 28, 2016, Mr. Lovass was elected as Corporate Vice President.  Prior to joining the Company, Mr. Lovass served as President for one of the global sensors and controls businesses for Danahar Corporation, a publicly-traded, international Fortune 200, diversified science and technology company from 2012 to 2016.  Prior to joining Danahar, Mr. Lovass served as a Senior Vice President and Corporate Officer for Gerber Scientific.

On September 5, 2017, we filed a Form 8-K with the Securities & Exchange Commission announcing that Mr. Veillette will retire from the Company, effective December 31, 2017. Upon his retirement, Mr. Veillette will be succeeded by Gina Brickley Beredo who has served as Deputy General Counsel and Assistant Secretary since joining the Company in 2013.  

 

 

Nordson Corporation 18


 

PART II

Item 5.  Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Dividends

(a) Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN. As of November 30, 2017, there were 1,466 registered shareholders. The table below is a summary of dividends paid per common share and the range of high and low sales prices during each quarter of 2017 and 2016.

 

 

 

Dividend

 

 

Common Share Price

 

Quarters

 

Paid

 

 

High

 

 

Low

 

2017:

 

 

 

 

 

 

 

 

 

 

 

 

First

 

$

.27

 

 

$

116.01

 

 

$

96.05

 

Second

 

 

.27

 

 

 

127.50

 

 

 

112.23

 

Third

 

 

.27

 

 

 

131.49

 

 

 

113.69

 

Fourth

 

 

.30

 

 

 

130.41

 

 

 

107.16

 

2016:

 

 

 

 

 

 

 

 

 

 

 

 

First

 

$

.24

 

 

$

74.24

 

 

$

51.89

 

Second

 

 

.24

 

 

 

80.50

 

 

 

56.63

 

Third

 

 

.24

 

 

 

89.42

 

 

 

74.49

 

Fourth

 

 

.27

 

 

 

102.57

 

 

 

87.63

 

 

Source: Nasdaq OMX

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

Nordson Corporation 19


 

Performan ce Graph

The following is a graph that compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2007 in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our Proxy Peer Group, which includes: AIN, AME, ATU, B, CLC, DCI, ENTG, ESL, FLIR, GGG, GTLS, IEX, ITT, LECO, ROP, TER, WTS, and WWD.

 

 

Company/Market/Peer Group

2007

 

2008

 

2009

 

2010

 

2011

 

2012

 

2013

 

2014

 

2015

 

 

2016

 

 

2017

 

Nordson Corporation

$

100.00

 

$

70.90

 

$

105.80

 

$

160.42

 

$

194.33

 

$

252.55

 

$

311.36

 

$

334.00

 

$

314.64

 

$

448.10

 

$

572.29

 

S&P 500 Index

$

100.00

 

$

63.90

 

$

70.17

 

$

81.76

 

$

88.37

 

$

101.81

 

$

129.48

 

$

151.84

 

$

159.73

 

$

166.93

 

$

206.38

 

S&P MidCap 400

$

100.00

 

$

63.54

 

$

75.09

 

$

95.84

 

$

104.03

 

$

116.63

 

$

155.68

 

$

173.82

 

$

179.77

 

$

191.02

 

$

235.87

 

S&P 500 Ind. Machinery

$

100.00

 

$

57.23

 

$

76.58

 

$

97.99

 

$

101.38

 

$

121.33

 

$

173.25

 

$

195.37

 

$

195.07

 

$

222.74

 

$

307.08

 

S&P MidCap 400 Ind. Machinery

$

100.00

 

$

57.90

 

$

71.57

 

$

93.02

 

$

105.80

 

$

115.55

 

$

160.42

 

$

170.00

 

$

142.30

 

$

167.01

 

$

239.53

 

Proxy Peer Group

$

100.00

 

$

67.28

 

$

72.96

 

$

89.87

 

$

100.94

 

$

115.31

 

$

160.25

 

$

176.57

 

$

169.73

 

$

174.34

 

$

261.11

 

 

Source: Zack’s Investment Research

(b)

Use of Proceeds. Not applicable.

(c)

Issuer Purchases of Equity Securities

 

 

 

 

 

 

 

 

 

 

 

Total Number of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares Repurchased

 

 

Maximum Value of

 

 

 

Total   Number

 

 

Average

 

 

as Part of Publicly

 

 

Shares That May Yet

 

 

 

of Shares

 

 

Price Paid

 

 

Announced Plans

 

 

Be Purchased Under

 

 

 

Repurchased (1)

 

 

per Share

 

 

or Programs (2)

 

 

the Plans or Programs

 

August 1, 2017 to August 31, 2017

 

 

1

 

 

$

108.84

 

 

 

 

 

$

118,971

 

September 1, 2017 to September 30, 2017

 

 

 

 

$

 

 

 

 

 

$

118,971

 

October 1, 2017 to October 31, 2017

 

 

 

 

$

 

 

 

 

 

$

118,971

 

Total

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes shares tendered for taxes related to vesting of restricted stock.

 

(2)

In December 2014, the board of directors authorized a new $300,000 common share repurchase program.  This program replaced the $200,000 program approved by the board in August 2013. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. This new authorization added capacity to the board’s December 2014 authorization to repurchase $300,000 of shares. Approximately $118,971 remained available for share repurchases at October 31, 2017. Uses for repurchased shares include the funding of benefit programs including stock

Nordson Corporation 20


 

 

options, restricted stock and 401(k) matching. 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.  

 

Item 6. Selected Financial Data

 

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

(In thousands except for per-share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Data (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

2,066,982

 

 

$

1,808,994

 

 

$

1,688,666

 

 

$

1,704,021

 

 

$

1,542,921

 

Cost of sales

 

 

927,981

 

 

 

815,495

 

 

 

774,702

 

 

 

758,923

 

 

 

676,777

 

% of sales

 

 

45

 

 

 

45

 

 

 

46

 

 

 

45

 

 

 

44

 

Selling and administrative expenses

 

 

678,861

 

 

 

594,293

 

 

 

584,823

 

 

 

575,442

 

 

 

541,169

 

% of sales

 

 

33

 

 

 

33

 

 

 

35

 

 

 

34

 

 

 

35

 

Severance and restructuring costs

 

 

2,438

 

 

 

10,775

 

 

 

11,411

 

 

 

2,551

 

 

 

1,126

 

Long-lived asset impairments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

 

457,702

 

 

 

388,431

 

 

 

317,730

 

 

 

367,105

 

 

 

323,849

 

% of sales

 

 

22

 

 

 

21

 

 

 

19

 

 

 

22

 

 

 

21

 

Net income

 

 

295,802

 

 

 

271,843

 

 

 

211,111

 

 

 

246,773

 

 

 

221,817

 

% of sales

 

 

14

 

 

 

15

 

 

 

13

 

 

 

14

 

 

 

14

 

Financial Data (a) (e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

240,626

 

 

$

414,032

 

 

$

420,815

 

 

$

301,815

 

 

$

365,269

 

Net property, plant and equipment and other non-current assets

 

 

2,526,167

 

 

 

1,675,008

 

 

 

1,646,723

 

 

 

1,606,274

 

 

 

1,449,712

 

Total capital (b)

 

 

2,648,094

 

 

 

1,767,369

 

 

 

1,724,211

 

 

 

1,661,110

 

 

 

1,496,681

 

Total assets

 

 

3,414,539

 

 

 

2,420,583

 

 

 

2,358,314

 

 

 

2,278,957

 

 

 

2,051,778

 

Long-term liabilities

 

 

1,611,300

 

 

 

1,237,437

 

 

 

1,407,522

 

 

 

1,003,292

 

 

 

927,118

 

Shareholders’ equity

 

 

1,155,493

 

 

 

851,603

 

 

 

660,016

 

 

 

904,797

 

 

 

887,863

 

Return on average total capital — % (c)

 

 

14

 

 

 

16

 

 

 

13

 

 

 

17

 

 

 

18

 

Return on average shareholders’ equity — % (d)

 

 

30

 

 

 

37

 

 

 

26

 

 

 

27

 

 

 

29

 

Per-Share Data (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of common shares

 

 

57,533

 

 

 

57,060

 

 

 

60,652

 

 

 

63,656

 

 

 

64,214

 

Average number of common shares and common share equivalents

 

 

58,204

 

 

 

57,530

 

 

 

61,151

 

 

 

64,281

 

 

 

64,908

 

Basic earnings per share

 

$

5.14

 

 

$

4.76

 

 

$

3.48

 

 

$

3.88

 

 

$

3.45

 

Diluted earnings per share

 

 

5.08

 

 

 

4.73

 

 

 

3.45

 

 

 

3.84

 

 

 

3.42

 

Dividends per common share

 

 

1.11

 

 

 

0.99

 

 

 

0.90

 

 

 

0.76

 

 

 

0.63

 

Book value per common share

 

 

20.02

 

 

 

14.86

 

 

 

11.51

 

 

 

14.49

 

 

 

13.83

 

 

(a)

See accompanying Notes to Consolidated Financial Statements.

(b)

Notes payable, plus current portion of long-term debt, plus long-term debt, minus cash and marketable securities, plus shareholders’ equity.

(c)

Net income plus after-tax interest expense on borrowings as a percentage of the average of quarterly borrowings (net of cash) plus shareholders’ equity over five accounting periods.

(d)

Net income as a percentage of average quarterly shareholders’ equity over five accounting periods.

(e)

Certain amounts for the years 2013 through 2016 have been adjusted to reflect the retrospective application of our reclassification of debt issuance costs upon the adoption of a new accounting standard, as described in Note 2 to the Consolidated Financial Statements.

 

 

Nordson Corporation 21


 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual 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 the context otherwise indicates, all references to “we,” “us,” “our,” or the “Company” mean Nordson Corporation.

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

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate the accounting policies and estimates that are used to prepare financial statements. We base our estimates on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.

Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. On a regular basis, critical accounting policies are reviewed with the Audit Committee of the board of directors.

Revenue recognition – Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer. 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 perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2017, 2016 and 2015 were not material.

Business combinations – The acquisitions of our businesses are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, and other relevant information. Such information typically includes valuations obtained from independent appraisal experts, which management reviews and considers in its estimates of fair values. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment by management, particularly with respect to the value of identifiable intangible assets. This judgment could result in either a higher or lower value assigned to amortizable or depreciable assets. The impact could result in either higher or lower amortization and/or depreciation expense.

Goodwill – Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. Our reporting units are the Adhesive Dispensing Systems segment, the Industrial Coating Systems segment and one level below the Advanced Technology Systems segment. 

We test goodwill in accordance with Accounting Standards Codification (ASC) 350. Under a new accounting standard adopted this year (See Note 2 for additional information), a goodwill impairment charge is recorded for the amount by which the carrying value of the reporting unit exceeds the fair value of the reporting unit, as calculated in the quantitative analysis described below. We did not record any goodwill impairment charges in 2017. We use an independent valuation specialist to assist with refining our assumptions and methods used to determine fair values using these methods. In step one, the discounted cash flow method uses assumptions for revenue growth, operating margin, and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends. Terminal value calculations employ a published formula known as the Gordon Growth Model Method that essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted Average Cost of Capital (WACC) methodology and growth rate. For each reporting unit, a sensitivity analysis is performed to vary the discount and terminal growth rates in order to provide a range of reasonableness for detecting impairment. 

Nordson Corporation 22


 

Discount rates are developed using a WACC methodology. The WACC represents the blended average required rate of return for equity and debt capital b ased on observed market return data and company specific risk factors. For 2017, the discount rates used ranged from 9 percent to 12 percent depending upon the reporting unit's size, end market volatility, and projection risk. The calculated internal rate of return for the discounted cash flow method was 9 percent, the same as the calculated WACC for total Nordson. In the application of the guideline public company method, fair value is determined using transactional evidence for similar publicly traded equ ity. The comparable company guideline group is determined based on relative similarities to each reporting unit since exact correlations are not available. An indication of fair value for each reporting unit is based on the placement of each reporting unit within a range of multiples determined for its comparable guideline company group. Valuation multiples are derived by dividing latest twelve month performance for revenues and EBITDA into total invested capital, which is the sum of traded equity plus inte rest bearing debt less cash. These multiples are applied against the revenue and EBITDA of each reporting unit. While the implied indications of fair value using the guideline public company method yield meaningful results, the discounted cash flow method of the income approach includes management’s thoughtful projections and insights as to what the reporting units will accomplish in the near future. Accordingly, the reasonable, implied fair value of each reporting unit is a blend based on the relative stre ngth of the approaches employed.

To test the reasonableness of the aggregate fair value, we performed the control premium test, which compares the sum of the implied fair values calculated for our reporting units (net of debt) to the market value of equity. The control premium was negative 3 percent as of the test date of August 1, 2017 and a slight discount to the market value of equity as of October 31, 2017. The control premium indicated that the discounted cash flow valuation was reasonable. 

In 2017 and 2016, the results of our annual impairment tests indicated no impairment.

The excess of fair value (FV) over carrying value (CV) was compared to the carrying value for each reporting unit. Based on the results shown in the table below and based on our measurement date of August 1, 2017, our conclusion is that no goodwill was impaired in 2017. Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated fair values.

 

 

 

WACC

 

 

Excess of

FV over CV

 

 

Goodwill

 

Adhesive Dispensing Systems Segment

 

 

9%

 

 

 

489%

 

 

$

394,234

 

Industrial Coating Systems Segment

 

 

11%

 

 

 

503%

 

 

$

24,058

 

Advanced Technology Systems Segment - Electronics

   Systems

 

 

10%

 

 

 

329%

 

 

$

27,224

 

Advanced Technology Systems Segment - Fluid

   Management

 

 

9%

 

 

 

83%

 

 

$

1,092,940

 

Advanced Technology Systems Segment - Test & Inspection

 

 

12%

 

 

 

51%

 

 

$

48,499

 

 

Pension plans and postretirement medical plans - The measurement of liabilities related to our pension plans and postretirement medical plans is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions, and health care cost trend rates.

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 3.80 percent at October 31, 2017 and 3.94 percent at October 31, 2016. The weighted-average discount rate used to determine the present value of our various international pension plan obligations was 2.07 percent at October 31, 2017, compared to 1.86 percent at October 31, 2016. The discount rates used for all plans were determined by using quality fixed income investments with a duration period approximately equal to the period over which pension obligations are expected to be settled.

In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 6.25 percent in 2017 and 6.72 percent in 2016. The average expected rate of return on international pension assets used to determine net benefit costs was 3.51 percent in 2017 and 4.22 percent in 2016.

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 3.61 percent at October 31, 2017, compared to 3.61 percent at October 31, 2016. The assumed rate of compensation increases used to determine the present value of our international pension plan obligations was 3.13 percent at October 31, 2017, compared to 3.12 percent at October 31, 2016.

Nordson Corporation 23


 

Annual expense amounts are determined based on the discount rate used at the end of the pri or year. Differences between actual and assumed investment returns on pension plan assets result in actuarial gains or losses that are amortized into expense over a period of years.

Economic assumptions have a significant effect on the amounts reported. The effect of a one percent change in the discount rate, expected return on assets and compensation increase is shown in the table below. Bracketed numbers represent decreases in expense and obligation amounts.

 

 

 

United States

 

 

International

 

 

 

1% Point

Increase

 

 

1% Point

Decrease

 

 

1% Point

Increase

 

 

1% Point

Decrease

 

Discount rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect on total service and interest cost components in 2017

 

$

(5,320

)

 

$

6,490

 

 

$

(1,417

)

 

$

1,766

 

Effect on pension obligation as of October 31, 2017

 

$

(56,644

)

 

$

71,919

 

 

$

(14,440

)

 

$

17,356

 

Expected return on assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect on total service and interest cost components in 2017

 

$

(3,326

)

 

$

3,326

 

 

$

(375

)

 

$

375

 

Compensation increase:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect on total service and interest cost components in 2017

 

$

4,127

 

 

$

(2,755

)

 

$

635

 

 

$

(511

)

Effect on pension obligation as of October 31, 2017

 

$

23,174

 

 

$

(14,753

)

 

$

3,261

 

 

$

(3,062

)

 

With respect to the domestic postretirement medical plan, the discount rate used to value the benefit plan was 3.86 percent at October 31, 2017 and 4.05 percent at October 31, 2016. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 3.70 percent in 2018, decreasing gradually to 3.23 percent in 2026.

For the international postretirement plan, the discount rate used to value the benefit obligation was 3.52 percent at October 31, 2017 and 3.40 percent at October 31, 2016. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be 6.50 percent in 2018, decreasing gradually to 3.50 percent in 2037.

The discount rate and the health care cost trend rate assumptions have a significant effect on the amounts reported. For example, a one-percentage point change in the discount rate and the assumed health care cost trend rate would have the following effects. Bracketed numbers represent decreases in expense and obligation amounts.

 

 

 

United States

 

 

International

 

 

 

1% Point

Increase

 

 

1% Point

Decrease

 

 

1% Point

Increase

 

 

1% Point

Decrease

 

Discount rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect on total service and interest cost

   components in 2017

 

$

(585

)

 

$

696

 

 

$

(3

)

 

$

3

 

Effect on postretirement obligation as of

   October 31, 2017

 

$

(10,504

)

 

$

13,327

 

 

$

(119

)

 

$

159

 

Health care trend rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect on total service and interest cost

   components in 2017

 

$

562

 

 

$

(446

)

 

$

10

 

 

$

(8

)

Effect on postretirement obligation as of

   October 31, 2017

 

$

10,637

 

 

$

(8,650

)

 

$

150

 

 

$

(115

)

 

Employees hired after January 1, 2002, are not eligible to participate in the domestic postretirement medical plan.

In the fourth quarter of 2016, we adopted a change in the method to be used to estimate the service and interest cost components of net periodic benefit cost for defined benefit pension plans.  Historically, for the vast majority of our plans, the service and interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period.  Beginning in 2017, we used a spot rate approach by applying the specific spot rates along the yield curve to the relevant projected cash flows in the estimation of the service and interest components of benefit cost, resulting in a more precise measurement.  This change did not affect the measurement of total benefit obligations.  The change was accounted for as a change in estimate that is inseparable from a change in accounting principle and, accordingly, was accounted for prospectively

Nordson Corporation 24


 

starting in 2017 . The reductions in service and interest costs for 2017 associated with this change were $1,200 and $3,100, respectively.

Pension and postretirement expenses in 2018 are expected to be approximately $474 higher than 2017.

Income taxes – Income taxes are estimated based on income for financial reporting purposes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain changes in valuation allowances. We provide valuation allowances against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies. In the event we were to determine that we would be able to realize the deferred tax assets in the future in excess of the net recorded amount (including the valuation allowance), an adjustment to the valuation allowance would increase income in the period such determination was made. Conversely, should we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.

Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing authorities influences our estimate of the effective income tax rates. As a result, our actual effective income tax rates and related income tax liabilities may differ materially from our estimated effective tax rates and related income tax liabilities. Any resulting differences are recorded in the period they become known.

2017 compared to 2016

Sales – Worldwide sales for 2017 were $2,066,982, an increase of 14.3 percent from 2016 sales of $1,808,994. Sales volume increased 14.8 percent and unfavorable currency translation effects reduced sales by 0.5 percent. The volume increase consisted of 7.9 percent from organic growth and 6.9 percent from acquisitions. We had four acquisitions during 2017, ACE Production Technologies, Inc. (“ACE”), Plas-Pak Industries, Inc. (“Plas-Pak), InterSelect GmbH (“InterSelect”), and Vention Medical’s Advanced Technologies business (“Vention”), which are all included within the Advanced Technology Systems segment. We had one acquisition during 2016, LinkTech, which is also included within the Advanced Technology Systems segment. As used throughout this Form 10-K, geographic regions include the Americas (Canada, Mexico and Central and South America), Asia Pacific (excluding Japan), Europe, Japan, and the United States.

Sales of the Adhesive Dispensing Systems segment were $916,019 in 2017, an increase of $36,446, or 4.1 percent, from 2016 sales of $879,573. The increase was the net result of a sales volume increase of 4.3 percent partially offset by unfavorable currency effects that reduced sales by 0.2 percent. Within this segment, sales volume increased in all geographic regions with the exception of Europe. G rowth in product lines serving rigid packaging, consumer non-durable, disposable hygiene and general product assembly end markets, was offset by softness in product lines serving polymer processing end markets.

Sales of the Advanced Technology Systems segment were $897,623 in 2017, an increase of $221,294 or 32.7 percent, from 2016 sales of $676,329. The increase was the result of a sales volume increase of 33.4 percent partially offset by unfavorable currency effects that reduced sales by 0.7 percent. The sales volume increase consisted of 15.1 percent from organic volume and 18.3 percent from the first-year effect of acquisitions. Within the segment, sales volume, inclusive of acquisitions, increased in all geographic regions. Organic volume increased in most product lines, and was driven by demand in electronics and medical end markets.

Sales of the Industrial Coating Systems segment were $253,340 in 2017, an increase of $248, or 0.1 percent, from 2016 sales of $253,092. The increase was the result of a sales volume increase of 0.8 percent partially offset by unfavorable currency effects that reduced sales by 0.7 percent. Within this segment, sales volume increased in Europe, Japan and the Americas regions. Sales volume increased in most product lines, and was driven by demand for liquid and UV curing, powder coating and container product lines serving industrial end markets.

Sales outside the United States accounted for 68.7 percent of our sales in 2017, as compared to 70.6 percent in 2016. On a geographic basis, sales in the United States were $647,657, an increase of 21.9 percent from 2016. The increase in sales volume consisted of 5.3 percent from organic volume and 16.6 percent from acquisitions. In the Americas region, sales were $147,026, an increase of 17.9 percent from 2016, with volume increasing 18.0 percent partially offset by unfavorable currency effects of 0.1 percent. The increase in sales volume consisted of 7.7 percent from organic volume and 10.3 percent from acquisitions. Sales in Europe were $530,812, an

Nordson Corporation 25


 

increase of 5.3 percent from 2016, with volume increasing 5.5 percent partially offset by unfavorable currency effects of 0.2 percent. The increase in sales volume consisted of 2.2 percent from organic volume and 3.3 percent from acquisitions. Sales in Japan were $147,189, an increase of 20.6 percent from 2016, with volume increasing 24.5 percent partially offset by unfavorable currency effects of 3.9 percent. The increase in sales volume consisted of 23.1 percent from organic volume and 1.4 percent from acquisitions. Sales in the Asia Pacific region were $594,298, an increa se of 12.7 percent from the prior year, with volume increasing 13.2 percent partially offset by unfavorable currency effects of 0.5 percent. The increase in sales volume consisted of 12.3 percent from organic growth and 0.9 percent from acquisitions.

It is estimated that the effect of pricing on 2017 total sales was not material relative to 2016.

Operating profit – Cost of sales were $927,981 in 2017, up 13.8 percent from $815,495 in 2016. Gross profit, expressed as a percentage of sales, increased to 55.1 percent in 2017 from 54.9 percent in 2016. Of the 0.2 percentage point improvement in gross margin, favorable product mix added 0.3 percentage points primarily related to higher sales growth in our Adhesive Dispensing Systems and Advanced Technology Systems segments, which have higher margins than the Industrial Coating Systems segment.  The 0.1 percentage point offset is primarily due to unfavorable currency translation effects.

Selling and administrative expenses were $678,861 in 2017, compared to $594,293 in 2016. The 14.2 percentage point increase includes 6.1 percent primarily in support of higher sales growth, 6.1 percent related to the first year effect of acquisitions and 2.5 percent of corporate charges related to acquisition transaction costs, offset by 0.5 percentage points due to currency translation effects.

Selling and administrative expenses as a percentage of sales decreased to 32.8 percent in 2017 from 32.9 percent in 2016. Of the 0.1 percentage point improvement, 2.5 percentage points is due to leveraging higher sales growth in our Adhesive Dispensing Systems and Advanced Technology Systems segments. This improvement was partially offset by 1.7 percentage points due to the first year effect of acquisitions and 0.7 percentage points due to corporate charges related to acquisition transaction costs.

Severance and restructuring costs of $2,438 were recorded in 2017. Within the Adhesives Dispensing Systems segment, restructuring initiatives to optimize operations in the U.S. and Belgium and consolidate certain polymer processing product line facilities in the U.S. resulted in severance and restructuring costs of $2,618. Within the Advanced Technology Systems segment, costs of $180 were reversed during 2017 related to a 2015 restructuring initiative. No costs related to severance and restructuring were recorded in the Industrial Coating Systems segment in 2017. Additional costs related to these initiatives are not expected to be material in future periods. All severance and restructuring costs are included in selling and administrative expenses in the Consolidated Statements of Income.

Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Also, currency translation affects reported operating margins. Operating margins for each segment were unfavorably impacted by a stronger dollar primarily against the Euro during 2017 as compared to 2016.

Operating profit as a percentage of sales increased to 22.1 percent in 2017 compared to 21.5 percent in 2016. Of the 0.6 percentage point improvement in operating margin, favorable leverage of our selling and administrative expenses contributed 2.4 percentage points, lower severance and restructuring expenses added 0.5 percentage points, and favorable product mix added 0.2 percentage points primarily related to higher sales growth in our Adhesives Dispensing Systems and Advanced Technology Systems segments. This improvement was offset by 1.7 percentage points due to the first year effect of acquisitions, 0.7 percentage points due to corporate charges related to acquisition transaction costs, and 0.1 percentage points due to short term purchase price accounting charges for acquired inventory.

For the Adhesive Dispensing Systems segment, operating profit as a percentage of sales increased to 27.7 percent in 2017 compared to 26.1 percent in 2016. Of the 1.6 percentage point improvement in operating margin, favorable product mix added 0.7 percentage points due to increased sales to consumer non-durable, disposable hygiene and rigid packaging end markets, lower severance and restructuring expenses added 0.6 percentage points, favorable foreign currency translation effects added 0.2 percentage points and favorable leverage of selling and administrative expenses added 0.1 percentage points.

For the Advanced Technology Systems segment, operating profit as a percentage of sales increased to 25.4 percent in 2017 compared to 23.6 percent in 2016. Of the 1.8 percentage point improvement in operating margin, favorable leverage of our selling and administrative expenses due to higher sales contributed 5.6 percentage points, favorable product mix added 0.4 percentage points, and lower severance and restructuring expenses contributed 0.2 percentage points. These increases were partially offset by 4.0 percentage points due to the first year effect of acquisitions, 0.3 percentage points due to unfavorable currency translation effects, and 0.1 percentage points due to short term purchase price accounting charges for acquired inventory.

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For the Industrial Coating Systems segment, operating profit as a percentage of sales increased to 17.4 percent in 2017 compared to 17.2 percent in 2016. Of the 0.2 percentage point improvement in operating margin, lower severance and restructuring expenses added 0.8 percentage points and favorable leverage of our selling and administrative expenses added 0.4 percentage points.  These increases were offset by 0.7 percentage points related to unfavorable product mix and 0.3 percentage points related to unfavorable foreign currency translation effects.

Interest and other income (expense) - Interest expense in 2017 was $36,601, an increase of $15,279, or 71.7 percent, from 2016. The increase was due to higher average borrowing levels between periods. Other expense in 2017 was $1,934 compared to other income of $657 in 2016. Included in the current year’s other expense are foreign currency losses of $686. Included in the prior year’s other income were a litigation settlement of $800 and foreign currency gains of $2,004. These gains were partially offset by $1,530 of net unfavorable adjustments primarily related to the reversal of an indemnification asset resulting from the effective settlement of a tax exam.

Income taxes – Income tax expense in 2017 was $124,489, or 29.6 percent of pre-tax income, as compared to $96,651, or 26.2 percent of pre-tax income in 2016.

Our income tax provision for 2017 includes a discrete tax expense of $1,070 related to nondeductible acquisition costs.

On December 18, 2015, the Protecting Americans from Tax Hikes Act of 2015 was enacted which retroactively reinstated the Federal Research and Development Tax Credit (Federal R&D Tax Credit) as of January 1, 2015, and made it permanent. As a result, our income tax provision for 2016 includes a discrete tax benefit of $2,200 related to 2015.  The tax rate for 2016 also includes a discrete tax benefit of $6,154 related to dividends paid from previously taxed foreign earnings generated prior to 2015, and a benefit of $2,682 related to the effective settlement of a tax exam.

Net income – Net income was $295,802, or $5.08 per diluted share, in 2017, compared to net income of $271,843, or $4.73 per diluted share, in 2016. This represents an 8.8 percent increase in net income and a 7.4 percent increase in diluted earnings per share.

2016 compared to 2015

Sales – Worldwide sales for 2016 were $1,808,994, an increase of 7.1 percent from 2015 sales of $1,688,666. Sales volume increased 8.5 percent and unfavorable currency translation effects reduced sales by 1.4 percent. The volume increase consisted of 6.5 percent from organic growth and 2.0 percent from acquisitions. We had one acquisition during 2016, LinkTech, which is included within the Advanced Technology Systems segment. Three acquisitions were made during 2015: Liquidyn GmbH (“Liquidyn”) and MatriX Technologies GmbH (“MatriX”), which were included within the Advanced Technology Systems segment, and WAFO Produktionsgesellschaft GmbH (“WAFO”), which was included in the Adhesives Dispensing Systems segment. As used throughout this Form 10-K, geographic regions include the Americas (Canada, Mexico and Central and South America), Asia Pacific (excluding Japan), Europe, Japan, and the United States.

Sales of the Adhesive Dispensing Systems segment were $879,573 in 2016, an increase of $43,507, or 5.2 percent, from 2015 sales of $836,066. The increase was the net result of a sales volume increase of 6.9 percent partially offset by unfavorable currency effects that reduced sales by 1.7 percent. The sales volume increase consisted of 0.7 percent from the WAFO acquisition and 6.2 percent from organic volume. Within this segment, sales volume increased in all geographic regions except for the Americas and Japan, and was particularly strong in Europe. Organic growth was driven by product lines serving consumer non-durable, disposable hygiene, general product assembly, rigid packaging and polymer processing end markets.

Sales of the Advanced Technology Systems segment were $676,329 in 2016, an increase of $82,471, or 13.9 percent, from 2015 sales of $593,858. The increase was the result of a sales volume increase of 14.7 percent partially offset by unfavorable currency effects that reduced sales by 0.8 percent. The sales volume increase consisted of 10.1 percent from organic volume and 4.6 percent from the first-year effect of acquisitions. Within the segment, sales volume, inclusive of acquisitions, increased in all geographic regions, and was most pronounced in Japan and Asia Pacific. Growth was driven by increased demand for test and inspection and automated dispensing solutions serving electronics end markets, as well continued strength in fluid management product lines serving medical and industrial end markets.

Sales of the Industrial Coating Systems segment were $253,092 in 2016, a decrease of $5,650, or 2.2 percent, from 2015 sales of $258,742. The decrease was the result of a sales volume decrease of 0.6 percent and unfavorable currency effects that reduced sales by 1.6 percent. Within this segment, sales volume increased in the Americas and Asia Pacific regions, and was offset by decreases in the United States, Europe and Japan. Growth in cold material product lines serving automotive end markets was offset by softness in powder coating and container product lines serving industrial end markets.

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Sales outside the Uni ted States accounted for 70.6 percent of our sales in 2016, as compared to 68.6 percent in 2015. On a geographic basis, sales in the United States were $531,117, an increase of 0.2 percent from 2015. The increase in sales volume consisted of 0.4 percent fr om acquisitions, offset by an organic volume decline of 0.2 percent. In the Americas region, sales were $124,657, a decrease of 3.6 percent from 2015, with volume increasing 2.5 percent offset by unfavorable currency effects of 6.1 percent. The increase in sales volume consisted of 1.7 percent from organic volume and 0.8 percent from acquisitions. Sales in Europe were $503,869, an increase of 8.9 percent from 2015, with volume increasing 12.3 percent partially offset by unfavorable currency effects of 3.4 p ercent. The increase in sales volume consisted of 9.2 percent from organic volume and 3.1 percent from acquisitions. Sales in Japan were $122,054, an increase of 13.2 percent from 2015, with volume increasing 2.2 percent and favorable currency effects of 1 1.0 percent. The increase in sales volume consisted of 1.9 percent from organic volume and 0.3 percent from acquisitions. Sales in the Asia Pacific region were $527,297, an increase of 14.9 percent from the prior year, with volume increasing 17.4 percent p artially offset by unfavorable currency effects of 2.5 percent. The increase in sales volume consisted of 14.0 percent from organic growth and 3.4 percent from acquisitions.

It is estimated that the effect of pricing on 2016 total sales was not material relative to 2015.

Operating profit – Cost of sales were $815,495 in 2016, up 5.3 percent from 2015. Gross profit, expressed as a percentage of sales, increased to 54.9 percent in 2016 from 54.1 percent in 2015. Of the 0.8 percentage point improvement in gross margin, favorable product mix added 1.3 percentage points primarily related to higher sales growth in our Adhesive Dispensing Systems and Advanced Technology Systems segments, which have higher margins relative to our Industrial Coating Systems segment.  The 0.5 percentage point offset is primarily due to unfavorable currency translation effects.

Selling and administrative expenses were $594,293 in 2016, compared to $584,823 in 2015. The 1.6 percent increase includes 2.9 percent primarily in support of higher sales growth, offset by 1.3 percent due to currency translation effects.

Selling and administrative expenses as a percentage of sales decreased to 32.9 percent in 2016 from 34.6 percent in 2015. The 1.7 percentage point improvement is primarily due to leveraging higher sales growth in our Adhesive Dispensing Systems and Advanced Technology Systems segments.

Severance and restructuring costs of $10,775 were recorded in 2016. Within the Adhesives Dispensing Systems segment, restructuring initiatives to optimize operations in the U.S. and Belgium and consolidate certain polymer processing product line facilities in the U.S. resulted in severance and restructuring costs of $7,800. To enhance operational efficiency and customer service within the Advanced Technology Systems segment, a restructuring initiative resulted in severance and restructuring costs of $1,054. Within the Industrial Coatings Systems segment, a restructuring program to enhance operational efficiency and customer service resulted in severance costs of $1,921. Additional costs related to these initiatives are not expected to be material in future periods. All severance and restructuring costs are included in selling and administrative expenses in the Consolidated Statements of Income.

Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Also, currency translation affects reported operating margins. Operating margins for each segment were unfavorably impacted by a stronger dollar primarily against the British Pound and Chinese Yuan during 2016 as compared to 2015.

Operating profit as a percentage of sales increased to 21.5 percent in 2016 compared to 18.8 percent in 2015. Of the 2.7 percentage point improvement in operating margin, favorable leverage of our selling and administrative expenses contributed 1.8 percentage points, favorable product mix added 1.3 percentage points primarily related to higher sales growth in our Adhesives Dispensing Systems and Advanced Technology Systems segments, which have higher margins relative to our Industrial Coating Systems segment, and lower severance and restructuring expenses contributed 0.1 percentage points.  The 0.5 percentage point offset is primarily due to unfavorable currency translation effects.

For the Adhesive Dispensing Systems segment, operating profit as a percentage of sales increased to 26.1 percent in 2016 compared to 23.4 percent in 2015. Of the 2.7 percentage point improvement in operating margin, favorable leverage of our selling and administrative expenses contributed 2.0 percentage points, favorable product mix added 1.2 percentage points due to increased sales to consumer non-durable, disposable hygiene, general product assembly and rigid packaging end markets, and lower severance and restructuring expense added 0.1 percentage points. The 0.6 percentage point offset is primarily due to unfavorable currency translation effects.

For the Advanced Technology Systems segment, operating profit as a percentage of sales increased to 23.6 percent in 2016 compared to 20.4 percent in 2015. Of the 3.2 percentage point improvement in operating margin, favorable leverage of our selling and administrative expenses contributed 2.2 percentage points, favorable product mix added 0.9 percentage points, and lower severance and restructuring expenses contributed 0.3 percentage points. The 0.2 percentage point offset is primarily due to unfavorable currency translation effects.

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For the Industrial Coating Systems segment, operating profit as a percentage of sale s increased to 17.2 percent in 2016 compared to 16.0 percent in 2015. Of the 1.2 percentage point improvement in operating margin, favorable product mix added 2.3 percentage points, primarily related to sales of engineered systems for which margins vary de pending on the type of customer application, and favorable leverage of our selling and administrative expenses contributed 0.2 percentage points. The remaining 1.3 percentage point offset was primarily due to severance and restructuring expenses and unfavo rable currency translation effects.

Interest and other income (expense) - Interest expense in 2016 was $21,322, an increase of $3,218, or 17.8 percent, from 2015. The increase was due to higher average borrowing levels between periods, offset by reversals of interest accruals related to the effective settlement of a tax exam. Other income in 2016 was $657 compared to $678 in 2015. Included in the current year’s other income were a litigation settlement of $800 and $2,004 of foreign currency gains. These gains were partially offset by $1,530 of charges primarily related to the reversal of an indemnification asset resulting from the effective settlement of a tax exam. Significant items in 2015 were proceeds from a favorable litigation settlement of $1,608 and loss on disposal of fixed assets of $653.  

Income taxes – Income tax expense in 2016 was $96,651, or 26.2 percent of pre-tax income, as compared to $89,751, or 29.8 percent of pre-tax income in 2015.

On December 18, 2015, the Protecting Americans from Tax Hikes Act of 2015 was enacted which retroactively reinstated the Federal Research and Development Tax Credit (Federal R&D Tax Credit) as of January 1, 2015, and made it permanent. As a result, our income tax provision for 2016 includes a discrete tax benefit of $2,200 related to 2015.  The tax rate for 2016 also includes a discrete tax benefit of $6,154 related to dividends paid from previously taxed foreign earnings generated prior to 2015, and a benefit of $2,682 related to the effective settlement of a tax exam.

Net income – Net income was $271,843, or $4.73 per diluted share, in 2016, compared to net income of $211,111, or $3.45 per diluted share, in 2015. This represents a 28.8 percent increase in net income and a 37.1 percent increase in diluted earnings per share. The percentage change in earnings per share is more than the percentage change in net income due to a lower number of shares outstanding in the current year as a result of share repurchases.

Liquidity and Capital Resources

Cash and cash equivalents increased $23,144 in 2017. Cash provided by operating activities was $349,673 in 2017, compared to $331,158 in 2016. The primary sources were net income adjusted for non-cash income and expenses (consisting of depreciation and amortization, non-cash stock compensation, provision for losses on receivables, deferred income taxes, other non-cash expense, and loss on sale of property, plant and equipment) and the tax benefit from the exercise of stock options, the sum of which was $406,262 in 2017, compared to $358,984 in 2016. The increase in cash provided by operating activities was primarily due to higher net income. Operating assets and liabilities used $56,589 of cash in 2017, compared to $27,826 in 2016.

Cash used in investing activities was $877,964 in 2017, compared to $102,201 in 2016. In the current year, cash of $805,943 was used for the ACE, InterSelect GmbH, Plas-Pak, and Vention acquisitions and $4,470 was used for equity investments, partially offset by cash received of $4,007 which was primarily due to the sale of a building in the U.S. Capital expenditures were $71,558 in 2017 compared to $60,851 in 2016.

Cash of $547,829 was provided by financing activities in 2017, compared to cash of $210,280 used in 2016. Net proceeds from long-term debt and short-term borrowings provided $602,221 in 2017, compared to net short and long-term repayments of $130,217 in 2016. The increase in net proceeds is primarily due to our new $705,000 term loan facility used for the Vention acquisition during the second quarter of 2017, partially offset by current year repayments. Issuance of common shares related to employee benefit plans generated $14,086 of cash in 2017, up from $11,476 in 2016. This increase was the result of higher stock option exercises. In 2017 cash of $3,216 was used for the purchase of treasury shares, down from $33,421 in 2016. Dividend payments were $63,840 in 2017, up from $56,436 in 2016 due to an increase in the annual dividend to $1.11 per share from $0.99 per share.

The following is a summary of significant changes by balance sheet caption from October 31, 2016 to October 31, 2017. Receivables increased $76,527 primarily due to higher sales volume. Inventories increased $43,905 due to acquisitions completed during 2017 and higher level of business activity in the second half of 2017 as compared to 2016. Net property, plant and equipment increased $73,282 due to capital expenditures of $71,558 and acquisitions of $42,496, offset by depreciation expense and the sale of a building during the first quarter of 2017. Goodwill increased $482,073 due primarily to acquisitions completed during 2017. Net intangible assets increased $286,878, primarily due to acquisitions completed during 2017, partially offset by amortization expense.

The increase of $10,568 in accrued liabilities was primarily due to higher compensation-related accruals. Current maturities of long-term debt increased $288,494 primarily as a result of the $326,460 reclassification from long-term debt to current maturities related to our 2015 and 2017 term loan facilities, certain of our 2012 senior notes, and our New York Life credit facility, partially offset by

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$27,400 in repayments of certain of our 2012 senior notes, and $10,556 in repayments made under our New York Life cre dit facility. The long-term debt increase of $313,626 was primarily due to the new $705,000 term loan facility used for the Vention acquisition during the second quarter of 2017, partially offset by loan repayments and the $326,460 reclassification from lo ng-term debt to current maturities as noted above. The $18,710 decrease in long-term pension obligations and the $3,192 increase in postretirement obligations were primarily the result of changes to global weighted-average discount rates.

In December 2014, the board of directors authorized a new $300,000 common share repurchase program.  This program replaced the $200,000 program approved by the board in August 2013. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. This new authorization added capacity to the board’s December 2014 authorization to repurchase $300,000 of shares. Approximately $118,971 remained available for share repurchases at October 31, 2017. Uses for repurchased shares include the funding of benefit programs including stock options, restricted stock and 401(k) matching. 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. 

As of October 31, 2017, approximately 94 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries. Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in those operations. These undistributed earnings represent the post-income tax earnings under U.S. GAAP not adjusted for previously taxed income which aggregated approximately $1,026,793 and $757,501 at October 31, 2017 and 2016, respectively. Should these earnings be distributed, applicable foreign tax credits, distributions of previously taxed income, and utilization of other attributes would substantially offset taxes due upon the distribution. It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings.

Contractual Obligations

The following table summarizes contractual obligations as of October 31, 2017:

 

 

 

Payments Due by Period

 

 

 

 

 

 

 

Less than

 

 

1-3

 

 

4-5

 

 

After 5

 

 

 

Total

 

 

1 Year

 

 

Years

 

 

Years

 

 

Years

 

Long-term debt (1)

 

$

1,586,813

 

 

$

326,587

 

 

$

658,800

 

 

$

373,978

 

 

$

227,448

 

Interest payments on long-term debt (1)

 

 

45,148

 

 

 

11,173

 

 

 

15,628

 

 

 

10,366

 

 

 

7,981

 

Capital lease obligations (2)

 

 

19,358

 

 

 

6,353

 

 

 

6,849

 

 

 

1,501

 

 

 

4,655

 

Operating leases (2)

 

 

74,117

 

 

 

17,337

 

 

 

23,500

 

 

 

15,560

 

 

 

17,720

 

Contributions related to pension and postretirement

   benefits (3)

 

 

25,000

 

 

 

25,000

 

 

 

 

 

 

 

 

 

 

Purchase obligations (4)

 

 

74,425

 

 

 

72,751

 

 

 

1,674

 

 

 

 

 

 

 

Total obligations

 

$

1,824,861

 

 

$

459,201

 

 

$

706,451

 

 

$

401,405

 

 

$

257,804

 

 

(1)

In March 2017, we entered into a $705,000 term loan facility with a group of banks. The Term Loan Agreement provides for the following term loans in three tranches: $200,000 due in October 2018, $200,000 due in March 2020, and $305,000 due in March 2022. The weighted average interest rate for borrowings under this agreement was 2.33 percent at October 31, 2017. Borrowings under this agreement were used for the single purpose of acquiring Vention during the second quarter of 2017. We were in compliance with all covenants at October 31, 2017.

In February 2015, we increased, amended and extended our existing syndicated revolving credit agreement that was scheduled to expire in December 2016. We entered into a $600,000 unsecured, multicurrency credit facility with a group of banks. This facility has a five-year term and includes a $50,000 subfacility for swing-line loans and may be increased from $600,000 to $850,000 under certain conditions. It expires in February 2020. Balances outstanding under the prior facility were transferred to the new facility. At October 31, 2017, $249,138 was outstanding under this facility, compared to $244,680 outstanding at October 31, 2016. Balances outstanding under the prior credit agreement were transferred to the new credit agreement. The weighted average interest rate for borrowings under this agreement was 2.24 perecnt at October 31, 2017. We were in compliance with all covenants at October 31, 2017, and the amount we could borrow under the facility would not have been limited by any debt covenants.

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. Notes issued under the agreement may have a maturity of up to 12 years, with an average life of up to 10 years, and are unsecured.  The interest rate on each note can be fixed or floating and is based upon the market rate at the borrowing date.  At October 31, 2017, there was $146,666 outstanding under this facility, compared to $157,222 at October 31, 2016. Existing notes

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mature between September 2018 and September 2026 . The interest rate on each borrowing is fixed based upon the market rate at th e borrowing date or is variable based upon the LIBOR rate. At October 31, 2017, the amount outstanding under this facility was at fixed rates of 2.21 percent and 2.56 percent and at variable rates of 2.49 percent and 2. 60 percent . This agreement contains cu stomary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios.  We were in compliance with all covenants at October 31, 2017, and the amount we could borrow would not have been limited by any debt covenants. 

In 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of Senior Notes. At October 31, 2017, $172,600 was outstanding under this agreement. Existing notes mature between July 2018 and July 2025 and bear interest at fixed rates between 2.62 percent and 3.13 percent. We were in compliance with all covenants at October 31, 2017.

In April 2015, we entered into a $200,000 term loan facility with a group of banks. $100,000 is due in April 2018 and has a weighted average interest rate of 2.24 percent and $100,000 is due in April 2020 and has a weighted average interest rate of 2.34 percent. This loan was used to pay down $100,000 of our previous 364-day unsecured credit facility and $100,000 of our revolving credit facility. We were in compliance with all covenants at October 31, 2017.

In July 2015, we entered into a Note Purchase Agreement under which $100,000 of Senior Unsecured Notes were purchased primarily by a group of insurance companies. The notes mature in July 2019 and July 2027 and bear interest at fixed rates of 2.89 percent and 3.19 percent. We were in compliance with all covenants at October 31, 2017.

In October 2015, we entered into a €70,000 agreement with Bank of America Merrill Lynch International Limited. The term of the agreement is three years and can be extended by one year on two annual occasions if notice is given between 180 days and 30 days before the maturity date. The interest rate is variable based on the EUR LIBOR rate plus applicable margin based on our leverage ratio.  In September 2016 this Agreement was increased to €110,000, and amended and extended to September 2019. At October 31, 2016, the balance outstanding was €72,300 ($79,389). At October 31, 2017, the balance outstanding was €10,467 ($12,191) and the weighted average interest rate was 1.00 percent.  We were in compliance with all covenants at October 31, 2017.

See Note 10 for additional information.

(2)

See Note 11 for additional information.

( 3 )

Pension and postretirement plan funding amounts after 2017 will be determined based on the future funded status of the plans and therefore cannot be estimated at this time. See Note 7 for additional information.

(4 )

Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are not recorded in our Consolidated Balance Sheet.

We believe that the combination of present capital resources, cash from operations and unused financing sources are more than adequate to meet cash requirements for 2018. There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent company.

Outlook

Our operating performance, balance sheet position, and financial ratios for 2017 remained strong relative to recent years, although uncertainties persisted in global financial markets and the general economic environment.  Going forward, we are well-positioned to manage our liquidity needs that arise from working capital requirements, capital expenditures, contributions related to pension and postretirement obligations, and principal and interest payments on indebtedness.  Primary sources of capital to meet these needs as well as other opportunistic investments are cash provided by operations and borrowings under our loan agreements.  In 2017, cash from operations was 16.9 percent of revenue.  With respect to borrowings under existing loan agreements, as of October 31, 2017, we had $350,862 available capacity under our five-year term, $600,000 unsecured, multicurrency credit facility which may be increased to $850,000 under certain conditions.  This credit facility expires in February 2020.  In addition, we had $53,334 borrowing capacity remaining on our $200,000 three-year Private Shelf agreement with New York Life Investment Management LLC.  While these facilities provide the contractual terms for any borrowing, we cannot be assured that these facilities would be available in the event that these financial institutions failed to remain sufficiently capitalized.

Other loan agreements exist with no remaining borrowing capacity, but factor into debt covenant calculations that affect future borrowing capacity.  In July 2012, we entered into a note purchase agreement with a group of insurance companies under which we sold $200,000 of senior notes.  The notes mature between July 2017 and July 2025 and bear interest at fixed rates between 2.62 percent and 3.13 percent.  As of April 2015, we entered into a $200,000 term loan facility with PNC Bank.  $100,000 is due in April 2018 and has a weighted average interest rate of 2.24 percent, and $100,000 is due in April 2020 and has a weighted average interest rate of 2.34 percent.  In July 2015, we entered into a Note Purchase Agreement under which $100,000 of senior unsecured notes were

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purchased primarily by a group of insurance companies.  The notes consist of two tranches, Series A and B at $50,000 each, maturing in July 2025 and July 2027, and bearing interest at fixed rates of 2.89 percent and 3.19 percent , respectively.  In October 2015, we entered into a €70,000 three year term loan agreement with Bank of America Merrill Lynch International in London.  This agreement was amended in September 2016 to extend the term by one year and increase the principal b alance.  The balance of this loan at October 31, 2017 was €10,467 .  The interest rate is variable based on the LIBOR rate plus applicable margin based on our leverage ratio, and the weighted average interest rate was 1.00 percent at October 31, 2017 .   In M arch 2017, we entered into a $705,000 term loan facility with a group of banks.  The Term Agreement provides for terms loans in three tranches: $200,000 due in October 2018, $200,000 due in March 2020 and $305,000 due in March 2022.  The weighted average i nterest rate for borrowings under this agreement was 2.33 percent at October 31, 2017.

Respective to all of these loans are two primary covenants, the leverage ratio that restricts indebtedness (net of cash) to a maximum 3.50 times consolidated four-quarter trailing EBITDA and the interest coverage ratio that requires four-quarter trailing EBITDA to be at minimum 3.0 times consolidated trailing four-quarter interest expense.  (Debt, EBITDA, and interest expense are as defined in respective credit agreements.)

Regarding expectations for 2018, we are optimistic about longer term growth opportunities in the diverse consumer durable, non-durable, medical, electronics and industrial end markets we serve. For the first quarter of 2018, sales are expected to increase 30 percent to 34 percent compared to the first quarter a year ago.  This growth includes organic volume up 15 percent to 19 percent, 11 percent growth from the first year effect of acquisitions, and a positive currency effect of 4 percent based on the current exchange rate environment. The short cycle nature of our end markets does not provide much visibility beyond a fiscal quarter, however, we do expect growth rates to moderate beyond our first quarter, particularly when considering our challenging comparisons to the prior year. We move forward with caution given continued slow growth in emerging markets, expectations for global GDP indicating a low-growth macroeconomic environment, tax reform and trade agreement implications, and marketplace effects of political instability in certain areas of the world.  

Though the pace of improvement in the global economy remains unclear, our growth potential has been demonstrated over time from our capacity to build and enhance our core businesses by entering emerging markets and pursuing market adjacencies.  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 for meeting our liquidity needs and paying dividends to common shareholders, as well as enabling us to invest in the development of new applications and markets for our technologies.  Cash from operations have been 16 to 18 percent of revenues over the past five years, resulting in more than sufficient cash for our ordinary business requirements. We believe cash provided from operations, our available borrowing capacity and ready access to capital markets is more than adequate to fund our liquidity needs within the next year.    

With respect to contractual spending, the table above presents our financial obligations as $1,824,861, of which $459,201 is payable in 2018.  In August 2015, the board of directors approved a $200,000 common share repurchase program that added capacity to the board’s December 2014 approval authorizing management at its discretion to repurchase up to $300,000 of common shares, thereby increasing the total repurchase authorization to $500,000.  Approximately $118,971 remained available for share repurchases as of October 31, 2017.  The repurchase program is funded using cash from operations and proceeds from borrowings under our credit facilities.  Timing and actual number of shares subject to repurchase are contingent on a number of factors including levels of cash generation from operations, cash requirements for acquisitions, repayment of debt and our share price.  We intend to focus on capital expenditures for 2018 on continued investments in our information systems and projects that improve both capacity and efficiency of manufacturing and distribution operations.

Effects of Foreign Currency

The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate. As a general rule, a weakening of the United States dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect.

In 2017, as compared with 2016, the United States dollar was generally stronger against foreign currencies. If 2016 exchange rates had been in effect during 2017, sales would have been approximately $8,210 higher and third-party costs would have been approximately $5,791 higher. In 2016, as compared with 2015, the United States dollar was generally stronger against foreign currencies. If 2015 exchange rates had been in effect during 2016, sales would have been approximately $23,249 higher and third-party costs would have been approximately $8,332 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.

Nordson Corporation 32


 

Inflation

Inflation affects profit margins as the ability to pass cost increases on to customers is restricted by the need for competitive pricing. Although inflation has been modest in recent years and has had no material effect on the years covered by these financial statements, we continue to seek ways to minimize the impact of inflation through focused efforts to increase productivity.

Trends

The Five-Year Summary in Item 6 documents our historical financial trends. Over this period, the world’s economic conditions fluctuated significantly. Our solid performance is attributed to our participation in diverse geographic and industrial markets and our long-term commitment to develop and provide quality products and worldwide service to meet our customers’ changing needs.

Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995

This Form 10-K, particularly “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 United States and global economies. Statements in this 10-K 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.

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 our actual results to differ materially from the expected results are discussed in Item 1A, Risk Factors.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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 currencies are recorded and the dates they are settled. We regularly use foreign exchange contracts to reduce our risks related to most of these transactions. These contracts, primarily associated with the euro, yen and pound sterling, typically have maturities of 90 days or less, and generally require the exchange of foreign currencies for United States dollars at rates stated in the contracts. Gains and losses from changes in the market value of these contracts offset foreign exchange losses and gains, respectively, on the underlying transactions. Other transactions denominated in foreign currencies are designated as hedges of our net investments in foreign subsidiaries or are intercompany transactions of a long-term investment nature. As a result of the use of foreign exchange contracts on a routine basis to reduce the risks related to most of our transactions denominated in foreign currencies, as of October 31, 2017, we did not have material foreign currency exposure.

Note 13 to the financial statements contains additional information about our foreign currency transactions and the methods and assumptions used to record these transactions.

A portion of our operations is financed with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates.

Nordson Corporation 33


 

The tables that follow present principal repayments and weig hted-average interest rates on outstanding borrowings of fixed-rate debt.

 

At October 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Fair

 

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

Thereafter

 

 

Value

 

 

Value

 

Annual repayments of long-term debt

 

$

26,586

 

 

$

28,734

 

 

$

68,738

 

 

$

38,187

 

 

$

30,791

 

 

$

127,448

 

 

$

320,484

 

 

$

324,965

 

Average interest rate on total

   borrowings outstanding

   during the year

 

 

2.9

%

 

 

3.0

%

 

 

3.0

%

 

 

3.1

%

 

 

3.1

%

 

 

3.1

%

 

 

2.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At October 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

Fair

 

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

Thereafter

 

 

Value

 

 

Value

 

Annual repayments of long-term debt

 

$

38,093

 

 

$

26,586

 

 

$

28,734

 

 

$

68,738

 

 

$

38,187

 

 

$

158,239

 

 

$

358,577

 

 

$

367,990

 

Average interest rate on total

   borrowings outstanding

   during the year

 

 

2.9

%

 

 

2.9

%

 

 

3.0

%

 

 

3.0

%

 

 

3.1

%

 

 

3.1

%

 

 

2.9

%

 

 

 

 

 

We also have variable-rate notes payable and long-term debt. The weighted average interest rate of this debt was 2.3 percent at October 31, 2017 and 1.6 percent at October 31, 2016. A one percent increase in interest rates would have resulted in additional interest expense of approximately $11,064 on the variable rate notes payable and long-term debt in 2017.

 

 

Nordson Corporation 34


 

Item 8.  Financial Stateme nts and Supplementary Data

 

 

Consolidated Statements of Income

 

Years ended October 31, 2017, 2016 and 2015

 

2017

 

 

2016

 

 

2015

 

(In thousands except for per-share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

2,066,982

 

 

$

1,808,994

 

 

$

1,688,666

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

927,981

 

 

 

815,495

 

 

 

774,702

 

Selling and administrative expenses

 

 

678,861

 

 

 

594,293

 

 

 

584,823

 

Severance and restructuring costs

 

 

2,438

 

 

 

10,775

 

 

 

11,411

 

 

 

 

1,609,280

 

 

 

1,420,563

 

 

 

1,370,936

 

Operating profit

 

 

457,702

 

 

 

388,431

 

 

 

317,730

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(36,601

)

 

 

(21,322

)

 

 

(18,104

)

Interest and investment income

 

 

1,124

 

 

 

728

 

 

 

558

 

Other - net

 

 

(1,934

)

 

 

657

 

 

 

678

 

 

 

 

(37,411

)

 

 

(19,937

)

 

 

(16,868

)

Income before income taxes

 

 

420,291

 

 

 

368,494

 

 

 

300,862

 

Income tax provision:

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

124,961

 

 

 

100,248

 

 

 

87,651

 

Deferred

 

 

(472

)

 

 

(3,597

)

 

 

2,100

 

 

 

 

124,489

 

 

 

96,651

 

 

 

89,751

 

Net income

 

$

295,802

 

 

$

271,843

 

 

$

211,111

 

Average common shares

 

 

57,533

 

 

 

57,060

 

 

 

60,652

 

Incremental common shares attributable to outstanding stock

   options, restricted stock and deferred stock-based compensation

 

 

671

 

 

 

470

 

 

 

499

 

Average common shares and common share equivalents

 

 

58,204

 

 

 

57,530

 

 

 

61,151

 

Basic earnings per share

 

$

5.14

 

 

$

4.76

 

 

$

3.48

 

Diluted earnings per share

 

$

5.08

 

 

$

4.73

 

 

$

3.45

 

Dividends declared per common share

 

$

1.11

 

 

$

0.99

 

 

$

0.90

 

 

The accompanying notes are an integral part of the consolidated financial statements.

Nordson Corporation 35


 

Consolidated Statements of Comprehensive Income

 

Years ended October 31, 2017, 2016 and 2015

 

2017

 

 

2016

 

 

2015

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

295,802

 

 

$

271,843

 

 

$

211,111

 

Components of other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

22,697

 

 

 

(8,693

)

 

 

(45,154

)

Pension and postretirement benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

Prior service credit arising during the year

 

 

 

 

 

1,831

 

 

 

 

Net actuarial gain (loss) arising during the year

 

 

2,641

 

 

 

(22,482

)

 

 

(7,588

)

Amortization of prior service cost

 

 

(210

)

 

 

92

 

 

 

(303

)

Amortization of actuarial loss

 

 

7,972

 

 

 

6,724

 

 

 

10,146

 

Settlement loss recognized

 

 

712

 

 

 

111

 

 

 

1,369

 

Curtailment (gain) loss recognized

 

 

 

 

 

(1,144

)

 

 

43

 

Total pension and postretirement benefit plans

 

 

11,115

 

 

 

(14,868

)

 

 

3,667

 

Total other comprehensive income (loss)

 

 

33,812

 

 

 

(23,561

)

 

 

(41,487

)

Total comprehensive income

 

$

329,614

 

 

$

248,282

 

 

$

169,624

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

Nordson Corporation 36


 

Consolidated B alance Sheets

 

October 31, 2017 and 2016

 

2017

 

 

2016

 

(In thousands)

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

90,383

 

 

$

67,239

 

Receivables - net

 

 

505,087

 

 

 

428,560

 

Inventories - net

 

 

264,266

 

 

 

220,361

 

Prepaid expenses

 

 

28,636

 

 

 

29,415

 

Total current assets

 

 

888,372

 

 

 

745,575

 

Property, plant and equipment - net

 

 

346,411

 

 

 

273,129

 

Goodwill

 

 

1,589,210

 

 

 

1,107,137

 

Intangible assets - net

 

 

547,180

 

 

 

260,302

 

Deferred income taxes

 

 

11,020

 

 

 

10,681

 

Other assets

 

 

32,346

 

 

 

23,759

 

 

 

$

3,414,539

 

 

$

2,420,583

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Notes payable

 

$

 

 

$

2,141

 

Accounts payable

 

 

86,016

 

 

 

75,130

 

Income taxes payable

 

 

22,310

 

 

 

22,762

 

Accrued liabilities

 

 

173,366

 

 

 

162,798

 

Customer advance payments

 

 

34,654

 

 

 

26,175

 

Current maturities of long-term debt

 

 

326,587

 

 

 

38,093

 

Current obligations under capital leases

 

 

4,813

 

 

 

4,444

 

Total current liabilities

 

 

647,746

 

 

 

331,543

 

Long-term debt

 

 

1,256,397

 

 

 

942,771

 

Obligations under capital leases

 

 

9,693

 

 

 

9,714

 

Pension obligations

 

 

111,666

 

 

 

130,376

 

Postretirement obligations

 

 

73,589

 

 

 

70,397

 

Deferred income taxes

 

 

134,090

 

 

 

61,836

 

Other liabilities

 

 

25,865

 

 

 

22,343

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Preferred shares, no par value; 10,000 shares authorized;

 

 

 

 

 

 

 

 

none issued

 

 

 

 

 

 

Common shares, no par value; 160,000 shares authorized;

 

 

 

 

 

 

 

 

98,023 shares issued at October 31, 2017 and 2016

 

 

12,253

 

 

 

12,253

 

Capital in excess of stated value

 

 

412,785

 

 

 

376,625

 

Retained earnings

 

 

2,164,597

 

 

 

1,932,635

 

Accumulated other comprehensive loss

 

 

(134,435

)

 

 

(168,247

)

Common shares in treasury, at cost

 

 

(1,299,707

)

 

 

(1,301,663

)

Total shareholders' equity

 

 

1,155,493

 

 

 

851,603

 

 

 

$

3,414,539

 

 

$

2,420,583

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

Nordson Corporation 37


 

Consolidated Statements of Shareholders’ Equity

 

Years ended October 31, 2017, 2016 and 2015

 

2017

 

 

2016

 

 

2015

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Number of common shares in treasury

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

40,716

 

 

 

40,665

 

 

 

35,588

 

Shares issued under company stock and employee benefit plans

 

 

(438

)

 

 

(421

)

 

 

(318

)

Purchase of treasury shares

 

 

30

 

 

 

472

 

 

 

5,395

 

Balance at end of year

 

 

40,308

 

 

 

40,716

 

 

 

40,665

 

Common shares

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning and ending of year

 

$

12,253

 

 

$

12,253

 

 

$

12,253

 

Capital in excess of stated value

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

376,625

 

 

$

348,986

 

 

$

328,605

 

Shares issued under company stock and employee benefit plans

 

 

8,913

 

 

 

5,952

 

 

 

1,458

 

Tax benefit from stock option and restricted stock transactions

 

 

7,079

 

 

 

3,476

 

 

 

3,661

 

Stock-based compensation

 

 

20,168

 

 

 

18,211

 

 

 

15,262

 

Balance at end of year

 

$

412,785

 

 

$

376,625

 

 

$

348,986

 

Retained earnings

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

1,932,635

 

 

$

1,717,228

 

 

$

1,560,966

 

Net income

 

 

295,802

 

 

 

271,843

 

 

 

211,111

 

Dividends paid ($1.11 per share in 2017, $0.99 per share in 2016,

   and $0.90 per share in 2015)

 

 

(63,840

)

 

 

(56,436

)

 

 

(54,849

)

Balance at end of year

 

$

2,164,597

 

 

$

1,932,635

 

 

$

1,717,228

 

Accumulated other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(168,247

)

 

$

(144,686

)

 

$

(103,199

)

Foreign currency translation adjustments

 

 

22,697

 

 

 

(8,693

)

 

 

(45,154

)

Settlement and curtailment loss (gain) recognized, net of tax of $(299) in

   2017, $332 in 2016 and $(491) in 2015

 

 

712

 

 

 

(1,033

)

 

 

1,412

 

Defined benefit and OPEB activity - prior service cost, net of tax

   of $75 in 2017, $(558) in 2016 and $191 in 2015

 

 

(210

)

 

 

1,923

 

 

 

(303

)

Defined benefit and OPEB activity - actuarial gain (loss), net of tax

   of $(4,628) in 2017, $8,642 in 2016 and $(1,242) in 2015

 

 

10,613

 

 

 

(15,758

)

 

 

2,558

 

Balance at end of year

 

$

(134,435

)

 

$

(168,247

)

 

$

(144,686

)

Common shares in treasury, at cost

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(1,301,663

)

 

$

(1,273,765

)

 

$

(893,828

)

Shares issued under company stock and employee benefit plans

 

 

5,342

 

 

 

5,735

 

 

 

4,359

 

Purchase of treasury shares

 

 

(3,386

)

 

 

(33,633

)

 

 

(384,296

)

Balance at end of year

 

$

(1,299,707

)

 

$

(1,301,663

)

 

$

(1,273,765

)

Total shareholders' equity

 

$

1,155,493

 

 

$

851,603

 

 

$

660,016

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

Nordson Corporation 38


 

Consolidated Statem ents of Cash Flows

 

Years ended October 31, 2017, 2016 and 2015

 

2017

 

 

2016

 

 

2015

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

295,802

 

 

$

271,843

 

 

$

211,111

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

45,947

 

 

 

41,243

 

 

 

37,707

 

Amortization

 

 

44,907

 

 

 

29,061

 

 

 

27,487

 

Provision for losses on receivables

 

 

4,030

 

 

 

1,867

 

 

 

1,014

 

Deferred income taxes

 

 

(472

)

 

 

(3,597

)

 

 

2,100

 

Tax benefit from the exercise of stock options

 

 

(7,079

)

 

 

(3,476

)

 

 

(3,661

)

Non-cash stock compensation

 

 

20,168

 

 

 

18,211

 

 

 

15,262

 

Loss on sale of property, plant and equipment

 

 

188

 

 

 

859

 

 

 

376

 

Other non-cash

 

 

2,770

 

 

 

2,973

 

 

 

56

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

(46,152

)

 

 

(41,247

)

 

 

(37,179

)

Inventories

 

 

(19,667

)

 

 

1,784

 

 

 

(14,208

)

Prepaid expenses

 

 

4,737

 

 

 

(8,667

)

 

 

1,799

 

Other assets

 

 

(3,429

)

 

 

7,773

 

 

 

1,733

 

Accounts payable

 

 

4,805

 

 

 

7,296

 

 

 

(1,261

)

Income taxes payable

 

 

7,522

 

 

 

(2,684

)

 

 

15,616

 

Accrued liabilities

 

 

(5,629

)

 

 

23,328

 

 

 

5,817

 

Customer advance payments

 

 

5,163

 

 

 

3,631

 

 

 

(1,062

)

Other liabilities

 

 

2,266

 

 

 

(17,739

)

 

 

2,830

 

Other

 

 

(6,204

)

 

 

(1,301

)

 

 

(3,586

)

Net cash provided by operating activities

 

 

349,673

 

 

 

331,158

 

 

 

261,951

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(71,558

)

 

 

(60,851

)

 

 

(62,087

)

Proceeds from sale of property, plant and equipment

 

 

4,007

 

 

 

1,300

 

 

 

597

 

Acquisition of businesses, net of cash acquired

 

 

(805,943

)

 

 

(42,650

)

 

 

(75,565

)

Equity investments

 

 

(4,470

)

 

 

 

 

 

(1,480

)

Net cash used in investing activities

 

 

(877,964

)

 

 

(102,201

)

 

 

(138,535

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from short-term borrowings

 

 

6,017

 

 

 

13,456

 

 

 

59,870

 

Repayment of short-term borrowings

 

 

(8,149

)

 

 

(12,059

)

 

 

(164,716

)

Proceeds from long-term debt

 

 

841,536

 

 

 

261,161

 

 

 

719,534

 

Repayment of long-term debt

 

 

(237,183

)

 

 

(392,775

)

 

 

(289,202

)

Repayment of capital lease obligations

 

 

(5,287

)

 

 

(5,059

)

 

 

(5,240

)

Payment of debt issuance costs

 

 

(3,214

)

 

 

(99

)

 

 

(1,557

)

Issuance of common shares

 

 

14,086

 

 

 

11,476

 

 

 

5,372

 

Purchase of treasury shares

 

 

(3,216

)

 

 

(33,421

)

 

 

(383,851

)

Tax benefit from the exercise of stock options

 

 

7,079

 

 

 

3,476

 

 

 

3,661

 

Dividends paid

 

 

(63,840

)

 

 

(56,436

)

 

 

(54,849

)

Net cash provided by (used in) financing activities

 

 

547,829

 

 

 

(210,280

)

 

 

(110,978

)

Effect of exchange rate changes on cash

 

 

3,606

 

 

 

(1,706

)

 

 

(4,484

)

Increase in cash and cash equivalents

 

 

23,144

 

 

 

16,971

 

 

 

7,954

 

Cash and cash equivalents at beginning of year

 

 

67,239

 

 

 

50,268

 

 

 

42,314

 

Cash and cash equivalents at end of year

 

$

90,383

 

 

$

67,239

 

 

$

50,268

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 

Nordson Corporation 39


 

Notes to Consolidated Financial Statements

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual 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 the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.

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

Note 1 — Significant accounting policies

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 50 percent 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.

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

Fiscal year — Our fiscal year is November 1 through October 31.

Revenue recognition — Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer.

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, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2017, 2016 and 2015 were not material.

Shipping and handling costs — Amounts billed to customers for shipping and handling are recorded as revenue. Shipping and handling expenses are included in cost of sales.

Advertising costs — Advertising costs are expensed as incurred and were $11,296, $11,095 and $11,943 in 2017, 2016 and 2015, respectively.

Research and development — Research and development costs are expensed as incurred and were $52,462, $46,247 and $46,689 in 2017, 2016 and 2015, respectively.

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 stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. No options were excluded from the calculation of diluted earnings per share in 2017. Options for 396 and 373 common shares were excluded from the diluted earnings per share calculation in 2016 and 2015, respectively, because their effect would have been anti-dilutive.  Under the 2012 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods. Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.

Cash — Highly liquid instruments with maturities of 90 days or less at date of purchase are considered to be cash equivalents.

Allowance for doubtful accounts — An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of customers to make required payments. The amount of the allowance is determined principally on the basis of past collection experience and known factors regarding specific customers. Accounts are written off against the allowance when it becomes evident that collection will not occur. Credit is extended to customers satisfying pre-defined credit criteria. We believe we have limited concentration of credit risk due to the diversity of our customer base.

Nordson Corporation 40


 

Inventories — Invent ories are valued at net realizable value . Cost was determined using the last-in, first-out (LIFO) method for 16 percent of consolidated inventories at October 31, 2017 and 20 percent of consolidated inventories at October 31, 2016. The first-in, first-out (FIFO) method is used for all other inventories. Consolidated inventories would have been $ 6,684 and $7,400 higher than reported at October 31, 2017 and 2016, respectively, had the FIFO method, which approximates current cost, been used for valuation of all inventories.

Property, plant and equipment and depreciation — Property, plant and equipment are carried at cost. Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Plant and equipment are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets or, in the case of property under capital leases, over the terms of the leases. Leasehold improvements are depreciated over the shorter of the lease term or their useful lives. Useful lives are as follows:

 

Land improvements

15-25 years

Buildings

20-40 years

Machinery and equipment

3-18 years

Enterprise management systems

5-13 years

 

Depreciation expense is included in cost of sales and selling and administrative expenses.

Internal use software costs are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning with the project’s completion. All re-engineering costs are expensed as incurred. Interest costs on significant capital projects are capitalized. No interest was capitalized in 2017, 2016 or 2015.

Goodwill and intangible assets — Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill relates to and is assigned directly to specific reporting units. Goodwill is not amortized but is subject to annual impairment testing. Our annual impairment testing is performed as of August 1. Testing is done more frequently if an event occurs or circumstances change that would indicate the fair value of a reporting unit is less than the carrying amount of those assets.

Other amortizable intangible assets, which consist primarily of patent/technology costs, customer relationships, noncompete agreements, and trade names, are amortized over their useful lives on a straight-line basis. At October 31, 2017, the weighted-average useful lives for each major category of amortizable intangible assets were:

 

Patent/technology costs

13 years

Customer relationships

14 years

Noncompete agreements

3 years

Trade names

15 years

 

Foreign currency translation — The financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet dates. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity. Generally, gains and losses from foreign currency transactions, including forward contracts, of these subsidiaries and the United States parent are included in net income. Gains and losses from intercompany foreign currency transactions of a long-term investment nature are included in accumulated other comprehensive income (loss).

Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2017 and 2016 consisted of:

 

 

 

Cumulative

 

 

Pension and

 

 

Accumulated

 

 

 

translation

 

 

postretirement benefit

 

 

other comprehensive

 

 

 

adjustments

 

 

plan adjustments

 

 

loss

 

Balance at October 31, 2016

 

$

(51,120

)

 

$

(117,127

)

 

$

(168,247

)

Pension and postretirement plan changes, net of

   tax of $(4,852)

 

 

 

 

 

11,115

 

 

 

11,115

 

Currency translation losses

 

 

22,697

 

 

 

 

 

 

22,697

 

Balance at October 31, 2017

 

$

(28,423

)

 

$

(106,012

)

 

$

(134,435

)

 

Nordson Corporation 41


 

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 spec ified time period (generally one year) measured 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 ou r 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 2017 and 2016:

 

 

 

2017

 

 

2016

 

Balance at beginning of year

 

$

11,770

 

 

$

10,537

 

Accruals for warranties

 

 

11,394

 

 

 

14,487

 

Warranty assumed from acquisitions

 

 

75

 

 

 

 

Warranty payments

 

 

(10,090

)

 

 

(12,575

)

Currency adjustments

 

 

228

 

 

 

(679

)

Balance at end of year

 

$

13,377

 

 

$

11,770

 

 

 

Note 2 — Recently issued accounting standards  

New accounting guidance adopted:

In April 2015, the Financial Accounting Standards Board (FASB) issued a new standard regarding the presentation of debt issuance costs.  Under this standard, a company is required to present unamortized debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability, rather than as a separate asset.  The recognition and measurement guidance for debt issuance costs are not affected by this new standard.   In August 2015, the FASB issued an amendment to this standard, which added clarification to the presentation of debt issuance costs.  This amendment allows debt issuance costs related to line-of-credit arrangements to be presented as an asset and subsequently amortized ratably over the term of the line-of-credit agreement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.  We adopted this standard during the first quarter of 2017, and applied this standard retrospectively to 2016. The new guidance only impacted presentation on our consolidated balance sheet and did not affect our results of operations or other financial statement disclosures. Refer to Note 10 for the impact on our Consolidated Balance Sheet at October 31, 2016.

In May 2015, the FASB issued a new standard regarding the disclosures for investments that calculate net asset value per share (or its equivalent). Under the new guidance, investments measured at net asset value (“NAV”), as a practical expedient for fair value, are excluded from the fair value hierarchy. Removing investments measured using the practical expedient from the fair value hierarchy is intended to eliminate the diversity in practice that currently exists with respect to the categorization of these investments. We adopted this standard in 2017. The new guidance only impacted the presentation of certain pension related assets that use NAV as a practical expedient. Refer to Note 7 for additional information.

In October 2016, the FASB issued a new standard which requires companies to recognize in the income statement the income tax effects of intercompany sales or transfer of assets, other than inventory, as income tax expense (or benefit) in the period the sale or transfer occurs. It would have been effective for us beginning in 2019; however, we early adopted this guidance in the first quarter of 2017, and it did not have a material impact on our consolidated financial statements.

In January 2017, the FASB issued a new standard which eliminates Step 2 from the goodwill impairment test in order to simplify the subsequent measurement of any goodwill impairment charge. It will be effective for us beginning in 2021. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017, and the prospective transition method should be applied. We adopted this standard, prospectively, in the fourth quarter of 2017. The adoption did not have an impact on our consolidated financial statements as we did not record any goodwill impairment charges.

Nordson Corporation 42


 

New accounting guidance issued and not yet adopted:

In May 2014, the FASB issued a new standard regarding revenue recognition.  Under this standard, a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard implements a five-step process for customer contract revenue recognition that focuses on transfer of control.  In August 2015, the FASB issued a standard to delay the effective date by one year. The new standard is effective for us beginning November 1, 2018. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method; however, we are currently anticipating using the modified retrospective method, but will base the final decision on the results of our assessment once complete. Our initial analysis of identifying revenue streams and evaluating a representative sample of contracts and other agreements with our customers is substantially complete. We are in the process of assessing the impact of the new standard, if any, on our business processes, systems and controls. We will finalize our evaluation of potential differences that may result from applying the new standard to our contracts with customers in 2018 and provide updates on our progress in future filings.

In February 2016, the FASB issued a new standard which 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 twelve months. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arising from a lease. It will be effective for us beginning in 2020. We are currently assessing the impact this standard will have on our consolidated financial statements.

In March 2016, the FASB issued a new standard which simplifies the accounting for share-based payment transactions. This guidance requires that excess tax benefits and tax deficiencies be recognized as income tax expense or benefit in the income statement rather than additional paid-in capital. Additionally, the excess tax benefits will be classified along with other income tax cash flows as an operating activity, rather than a financing activity, on the statement of cash flows. Further, the update allows an entity to make a policy election to recognize forfeitures as they occur or estimate the number of awards expected to be forfeited. It will be effective for us beginning in 2018 and should be applied prospectively, with certain cumulative effect adjustments. Early adoption is permitted. We are currently assessing the impact this standard will have on our consolidated financial statements.

In March 2017, the FASB issued a new standard which requires the presentation of the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. All other components of net periodic benefit cost will be presented below operating income. Additionally, only the service cost component will be eligible for capitalization in assets. It will be effective for us beginning in 2019. Early adoption is permitted.  We are currently assessing the impact this standard will have on our consolidated financial statements.

 

 

Note 3 — Severance and restructuring costs

During the fourth quarter of 2016, we implemented an initiative within our Adhesive Dispensing Systems segment to consolidate certain polymer processing product line facilities in the U.S.  This initiative is designed to improve customer experience, accelerate growth, optimize performance and realize synergies for sustained long term success. Costs of $2,399 and $5,565 were recognized relating to this initiative during 2017 and 2016, respectively. Payments of $1,775 and $624 related to these actions were paid during 2017 and 2016, respectively. Total costs for this action to-date have been $7,964, which consisted primarily of severance costs.  Additional costs related to this initiative are not expected to be material in future periods. Cash payments related to this initiative are expected to be paid during 2018.

The following table summarizes severance and restructuring activity during 2017 related to this action: 

 

 

 

Employee

 

 

Other

 

 

 

 

 

 

 

severance

 

 

one-time

 

 

 

 

 

 

 

charges

 

 

costs

 

 

Total

 

Accrual Balance at October 31, 2016

 

$

4,576

 

 

$

104

 

 

$

4,680

 

Charged to expense

 

 

(243

)

 

 

2,642

 

 

 

2,399

 

Cash payments

 

 

(209

)

 

 

(1,566

)

 

 

(1,775

)

Non cash utilization

 

 

 

 

 

(488

)

 

 

(488

)

Accrual Balance at October 31, 2017

 

$

4,124

 

 

$

692

 

 

$

4,816

 

 

During the second half of 2015, we implemented initiatives across each of our segments to optimize operations and to enhance operational efficiency and customer service. Costs of $39 costs were recognized during 2017 related to these initiatives.  Costs of $5,210 were recognized during 2016 related to these initiatives, which consisted primarily of severance costs.

Nordson Corporation 43


 

Within the Adhesives Dispensing Systems segment, restructuring initia tives to optimize operations in the U.S. and Belgium resulted in costs of $219 and $2,235 during 2017 and 2016 , respectively . Payments of $ 360 and $7,586 related to these actions were paid during 2017 and 2016, respectively.

Within the Advanced Technology Systems segment, a restructuring initiative to enhance operational efficiency and customer service resulted in costs of $1,054 during 2016. Costs of $180 related to severance were reversed in 2017. Payments of $503 and $3,144 related to these actions were paid during 2017 and 2016, respectively.

Within the Industrial Coating Systems segment, a restructuring program to enhance operational efficiency and customer service resulted in severance costs of $1,921  during 2016. Payments of $345 and $1,844 related to these actions were paid during 2017 and 2016, respectively.

Total costs for these actions to-date have been $16,660, which include $12,459 of severance costs, $759 of fixed asset impairment charges, $1,383 of lease termination costs, and $2,059 of other one-time restructuring costs.

The following table summarizes severance and restructuring activity during 2017 related to actions initiated in 2015:

 

 

 

Employee

 

 

Lease

 

 

Other

 

 

 

 

 

 

 

severance

 

 

termination

 

 

one-time

 

 

 

 

 

 

 

charges

 

 

charges

 

 

costs

 

 

Total

 

Accrual Balance at October 31, 2016

 

$

1,136

 

 

$

143

 

 

$

497

 

 

$

1,776

 

Charged to expense

 

 

(133

)

 

 

 

 

 

172

 

 

$

39

 

Cash payments

 

 

(525

)

 

 

(143

)

 

 

(540

)

 

 

(1,208

)

Accrual Balance at October 31, 2017

 

$

478

 

 

$

 

 

$

129

 

 

$

607

 

 

Additional costs related to these initiatives are not expected to be material in future periods. The remainder of the cash payments related to these initiatives are expected to be paid through 2019. Other severance and restructuring costs unrelated to these initiatives are not considered material. All severance and restructuring costs are included in selling and administrative expenses in the Consolidated Statements of Income.

 

 

Note 4 — 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 Statement of Income.

2017 acquisitions

On March 31, 2017, we completed the acquisition of Vention Medical’s Advanced Technologies business (“Vention”), a Salem, New Hampshire leading designer, developer and manufacturer of minimally invasive interventional delivery devices, catheters and advanced components for the global medical technology market. This is a highly complementary business that adds significant scale and enhances strategic capabilities of our existing medical platform. We acquired Vention for an aggregate purchase price of $705,000, net of $3,313 of cash and other closing adjustments of $10,726. The acquisition was funded primarily through a new term loan facility, as well as through cash and borrowings on our credit facility.  The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. We determined the estimated fair values based on independent appraisals, discounted cash flow analyses, quoted market prices, replacement cost analyses and estimates made by management.

Based on the fair value of the assets acquired and the liabilities assumed, we recordedidentifiable intangible assets of $286,000 consisting primarily of $240,000 of customer relationships (amortized over 14 years), $2,000 of tradenames (amortized over 6 years), and $44,000 of technology, consisting of $36,000 (amortized over 14 years) and $8,000 (amortized over 10 years). The fair value of the identifiable intangible assets were estimated by applying income and market approaches. The fair value measurement is based on significant inputs that are not observable in the market and thus represents a fair value measurement categorized within Level 3 of the fair value hierarchy with various assumptions about growth rates and margins, discount rates, and financial multiples of entities considered to be similar to Vention.

As a result of the acquisition, we recognized $434,625 of goodwill, of which $37,200 is tax deductible. Goodwill represents the value we expect to achieve through the expansion of our existing medical platform. This acquisition is being reported in our Advanced Technology Systems segment. As of October 31, 2017, the purchase price allocations are considered preliminary as we complete our

Nordson Corporation 44


 

assessments of income taxes.  The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date:

 

Assets acquired:

 

 

 

 

Cash

 

$

3,313

 

Receivables

 

 

26,742

 

Inventories

 

 

14,279

 

Prepaid expenses

 

 

3,079

 

Property, plant and equipment

 

 

34,319

 

Goodwill

 

 

434,625

 

Intangible assets

 

 

286,000

 

Other assets

 

 

343

 

Total assets acquired

 

$

802,700

 

Liabilities assumed:

 

 

 

 

Current liabilities

 

 

19,130

 

Deferred tax liabilities

 

 

64,531

 

Total liabilities assumed

 

$

83,661

 

Net assets acquired

 

$

719,039

 

 

The transaction was accounted for under the acquisition method of accounting and, accordingly, the results of Vention’s operations, including $94,515 in sales and net income of $7,820, are included in our Consolidated Statements of Income from the date of acquisition. As of October 31, 2017, we incurred $14,671 of corporate charges related to Vention acquisition transaction costs which have been included within selling and administrative expenses in our Consolidated Statements of Income.

The following unaudited pro forma financial information for 2017 and 2016 assumes the Vention acquisition occurred as of the beginning of 2016 and is based on our historical financial statements and those of Vention. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the acquisition of Vention been effected on the date indicated, nor are they necessarily indicative of our future results of operations.

 

 

 

Twelve Months Ended

 

 

 

October 31, 2017

 

 

October 31, 2016

 

Sales

 

$

2,132,417

 

 

$

1,939,525

 

Net income

 

 

294,891

 

 

 

260,991

 

Diluted earnings per share

 

 

5.07

 

 

 

4.54

 

 

The most significant pro forma adjustments included within the unaudited pro forma financial information presented in the table above relate to acquisition transaction costs, amortization of intangible assets, depreciation of property, plant and equipment, charges related to the fair value adjustment of acquisition-date inventory and interest expense associated with the new term loan facility.

Also on March 31, 2017, we entered into a $705,000 term loan facility with a group of banks. The Term Loan Agreement provides for the following term loans in three tranches: $200,000 due in October 2018, $200,000 due in March 2020, and $305,000 due in March 2022. The weighted average interest rate for borrowings under this agreement was 2.33% at October 31, 2017. Borrowings under this agreement were used for the single purpose of acquiring Vention. We were in compliance with all covenants at October 31, 2017.

Pro forma sales and results of operations for the following 2017, 2016 and 2015 acquisitions, had they occurred at the beginning of the applicable fiscal year ended October 31, are not material and, accordingly, are not provided.

On February 16, 2017, we purchased 100 percent of the outstanding shares of InterSelect GmbH (“InterSelect”), a German designer and manufacturer of selective soldering systems used in a variety of automotive, aerospace and industrial electronics assembly applications. We acquired InterSelect for an aggregate purchase price of $5,432, net of cash acquired of $492. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $3,548 and identifiable intangible assets of $1,879 were recorded. The identifiable intangible assets consist primarily of $1,109 of customer relationships (amortized over 9 years), $348 of tradenames (amortized over 12 years), and $422 of technology (amortized over 9 years). Goodwill associated with this acquisition is not tax deductible. This acquisition is being reported in our Advanced Technology Systems segment.

Nordson Corporation 45


 

On February 1, 2017, we purchased 100 percent of the outstanding shares of Plas-Pak Industries, Inc. (“Plas-Pak”), a Norwich, Connecticut designer and manufacturer of injection molded, s ingle-use plastic dispensing products. Plas-Pak’s broad product offering includes two-component (2K) cartridges for industrial and commercial do-it-yourself adhesives, dial-a-dose calibrated syringes for veterinary and animal health applications, and speci alty syringes for pesticide, dental and other markets. We acquired Plas-Pak for an aggregate purchase price of $70,798, net of cash acquired of $543. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $24,995 and identi fiable intangible assets of $33,800 were recorded. The identifiable intangible assets consist primarily of $23,700 of customer relationships (amortized over 17 years), $4,100 of tradenames (amortized over 12 years), $5,000 of technology (amortized over 9 y ears) and $1,000 of non-compete agreements (amortized over 5 years). Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology Systems segment.

On January 3, 2017, we purchased certain assets of ACE Production Technologies, Inc. (“ACE”), a Spokane, Washington based designer and manufacturer of selective soldering systems used in a variety of automotive and industrial electronics assembly applications. We acquired the assets for an aggregate purchase price of $13,761.  Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $6,383 and identifiable intangible assets of $5,010 were recorded. The identifiable intangible assets consist primarily of $2,800 of customer relationships (amortized over 7 years), $1,000 of tradenames (amortized over 11 years), $1,100 of technology (amortized over 7 years) and $110 of non-compete agreements (amortized over 3 years). Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology Systems segment.

2016 acquisition

On September 1, 2016, we purchased 100 percent of the outstanding shares of LinkTech Quick Couplings, Inc. (“LinkTech”), a Ventura, California designer, manufacturer and distributor of highly engineered precision couplings and fittings. We acquired LinkTech for an aggregate purchase price of $43,348, net of cash acquired of $36.  Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $25,867 and identifiable intangible assets of $14,610 were recorded. The identifiable intangible assets consist primarily of $8,600 of customer relationships (amortized over 11 years), $2,800 of tradenames (amortized over 12 years), $2,300 of technology (amortized over 8 years) and $910 of non-compete agreements (amortized over 5 years). Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology Systems segment.    

2015 acquisitions

On June 15, 2015, we purchased 100 percent of the outstanding shares of Liquidyn, a German based manufacturer of micro dispensing systems, including micro dispensing pneumatic valves, controllers, and process equipment used in the electronics, automobile, medical, packaging, furniture and aerospace markets. We acquired Liquidyn for an aggregate purchase price of $14,565, net of cash acquired of $657. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $10,487 and identifiable intangible assets of $3,991 were recorded. The identifiable intangible assets consist primarily of $1,285 of customer relationships (amortized over 6 years), $1,049 of tradenames (amortized over 11 years), $1,421 of technology (amortized over 5 years) and $236 of non-compete agreements (amortized over 2 years). Goodwill associated with this acquisition is not tax deductible. This acquisition is being reported in our Advanced Technology Systems segment.

On August 3, 2015, we purchased 100 percent of the outstanding shares of WAFO, a German based manufacturer and refurbisher of screws and barrels for the synthetic material and rubber industries. We acquired WAFO for an aggregate purchase price of $7,429, net of cash acquired of $236. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $3,463 and identifiable intangible assets of $1,708 were recorded. The identifiable intangible assets consist of $635 of customer relationships (amortized over 5 years), $679 of tradenames (amortized over 10 years), $142 of technology (amortized over 3 years) and $252 of non-compete agreements (amortized over 3 years). Goodwill associated with this acquisition is not tax deductible. This acquisition is being reported in our Adhesive Dispensing Systems segment.

On September 1, 2015, we purchased 100 percent of the outstanding shares of MatriX, a German based developer of automated in-line and off-line x-ray tools and solutions used for inspection applications. We acquired MatriX for an aggregate purchase price of $53,759, net of cash acquired of $966 and debt assumed of $481. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $32,439 and identifiable intangible assets of $16,382 were recorded. The identifiable intangible assets consist of $6,485 of customer relationships (amortized over 8 years), $4,046 of tradenames (amortized over 11 years), $5,328 of technology (amortized over 6 years) and $523 of non-compete agreements (amortized over 3 years). Goodwill associated with this acquisition is not tax deductible. This acquisition is being reported in our Advanced Technology Systems segment.

 

 

Nordson Corporation 46


 

Note 5 — Details of balance sheet

 

 

 

2017

 

 

2016

 

Receivables:

 

 

 

 

 

 

 

 

Accounts

 

$

491,224

 

 

$

415,311

 

Notes

 

 

5,121

 

 

 

7,971

 

Other

 

 

18,533

 

 

 

10,813

 

 

 

 

514,878

 

 

 

434,095

 

Allowance for doubtful accounts

 

 

(9,791

)

 

 

(5,535

)

 

 

$

505,087

 

 

$

428,560

 

Inventories:

 

 

 

 

 

 

 

 

Raw materials and component parts

 

$

105,424

 

 

$

85,802

 

Work-in-process

 

 

45,743

 

 

 

36,681

 

Finished goods

 

 

152,923

 

 

 

134,602

 

 

 

 

304,090

 

 

 

257,085

 

Obsolescence and other reserves

 

 

(33,140

)

 

 

(29,324

)

LIFO reserve

 

 

(6,684

)

 

 

(7,400

)

 

 

$

264,266

 

 

$

220,361

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

Land

 

$

10,598

 

 

$

9,914

 

Land improvements

 

 

4,292

 

 

 

4,020

 

Buildings

 

 

190,611

 

 

 

169,995

 

Machinery and equipment

 

 

424,006

 

 

 

372,479

 

Enterprise management system

 

 

52,936

 

 

 

50,051

 

Construction-in-progress

 

 

49,713

 

 

 

25,873

 

Leased property under capitalized leases

 

 

25,715

 

 

 

24,231

 

 

 

 

757,871

 

 

 

656,563

 

Accumulated depreciation and amortization

 

 

(411,460

)

 

 

(383,434

)

 

 

$

346,411

 

 

$

273,129

 

Accrued liabilities:

 

 

 

 

 

 

 

 

Salaries and other compensation

 

$

73,234

 

 

$

67,257

 

Pension and retirement

 

 

4,768

 

 

 

4,046

 

Taxes other than income taxes

 

 

7,663

 

 

 

5,955

 

Other

 

 

87,701

 

 

 

85,540

 

 

 

$

173,366

 

 

$

162,798

 

 

 

Note 6 — Goodwill and intangible assets

We account for goodwill and other intangible assets in accordance with the provisions of ASC 350 and account for business combinations using the acquisition method of accounting and accordingly, the assets and liabilities of the entities acquired are recorded at their estimated fair values at the acquisition date. Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. We assess the fair value of reporting units on a non-recurring basis using a combination of two valuation methods, a market approach and an income approach, to estimate the fair value of our reporting units. The implied fair value of our reporting units is determined based on significant unobservable inputs; accordingly, these inputs fall within Level 3 of the fair value hierarchy.

Our reporting units are the Adhesive Dispensing Systems segment, the Industrial Coating Systems segment and one level below the Advanced Technology Systems segment. 

In the fourth quarter of each year, we estimate a reporting unit’s fair value using a combination of the discounted cash flow method of the Income Approach and the guideline public company method of the Market Approach and compare the result against the reporting unit’s carrying value of net assets. I n accordance with the new accounting standard (Refer to Note 2), which was prospectively adopted effective August 1, 2017, an  impairment  charge is recorded for the amount by which the carrying value of the reporting unit exceeds the fair value of the reporting unit, as calculated in the quantitative analysis described above. We did not record any  goodwill impairment  charges using the newly adopted accounting standard in 2017. Prior to the adoption of this new standard, the measurement

Nordson Corporation 47


 

of an  impairment  (Step 2 of the  impairment  test) would have been calculated by determining the implied fair value of a reporting unit’s  goodwill  by allocating the fair value of the reporting unit to all other assets and liabilities of that unit based on their relative fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities would have been the implied fair value of  goodwill . We did not record any  goodwill impairment  charges using S tep 2 of the  impairment test in 2016 or 2015.

Changes in the carrying amount of goodwill during 2017 by operating segment:

 

 

 

Adhesive

Dispensing

Systems

 

 

Advanced

Technology

Systems

 

 

Industrial

Coating

Systems

 

 

Total

 

Balance at October 31, 2016

 

$

385,733

 

 

$

697,346

 

 

$

24,058

 

 

$

1,107,137

 

Acquisition

 

 

 

 

 

470,248

 

 

 

 

 

 

470,248

 

Currency effect

 

 

6,562

 

 

 

5,263

 

 

 

 

 

 

11,825

 

Balance at October 31, 2017

 

$

392,295

 

 

$

1,172,857

 

 

$

24,058

 

 

$

1,589,210

 

 

Changes in the carrying amount of goodwill during 2016 by operating segment:

 

 

 

Adhesive

Dispensing

Systems

 

 

Advanced

Technology

Systems

 

 

Industrial

Coating

Systems

 

 

Total

 

Balance at October 31, 2015

 

$

385,975

 

 

$

672,342

 

 

$

24,058

 

 

$

1,082,375

 

Acquisition

 

 

 

 

 

25,169

 

 

 

 

 

 

25,169

 

Currency effect

 

 

(242

)

 

 

(165

)

 

 

 

 

 

(407

)

Balance at October 31, 2016

 

$

385,733

 

 

$

697,346

 

 

$

24,058

 

 

$

1,107,137

 

 

Accumulated impairment losses, which were recorded in 2009, were $232,789 at October 31, 2017 and October 31, 2016. Of these losses, $229,173 related to the Advanced Technology Systems segment and $3,616 related to the Industrial Coating Systems segment.

Information regarding intangible assets subject to amortization:

 

 

 

October 31, 2017

 

 

 

Carrying Amount

 

 

Accumulated Amortization

 

 

Net Book Value

 

Customer relationships

 

$

480,536

 

 

$

102,033

 

 

$

378,503

 

Patent/technology costs

 

 

150,581

 

 

 

48,669

 

 

 

101,912

 

Trade name

 

 

93,281

 

 

 

28,366

 

 

 

64,915

 

Noncompete agreements

 

 

11,142

 

 

 

9,298

 

 

 

1,844

 

Other

 

 

1,384

 

 

 

1,378

 

 

 

6

 

Total

 

$

736,924

 

 

$

189,744

 

 

$

547,180

 

 

 

 

October 31, 2016

 

 

 

Carrying Amount

 

 

Accumulated Amortization

 

 

Net Book Value

 

Customer relationships

 

$

207,493

 

 

$

71,608

 

 

$

135,885

 

Patent/technology costs

 

 

97,640

 

 

 

37,873

 

 

 

59,767

 

Trade name

 

 

85,271

 

 

 

22,140

 

 

 

63,131

 

Noncompete agreements

 

 

9,855

 

 

 

8,347

 

 

 

1,508

 

Other

 

 

1,400

 

 

 

1,389

 

 

 

11

 

Total

 

$

401,659

 

 

$

141,357

 

 

$

260,302

 

 

Amortization expense for 2017, 2016 and 2015 was $44,907, $29,061 and $27,487 respectively.

Nordson Corporation 48


 

Estimated amortization expense for each of t he five succeeding years :

 

Year

 

Amounts

 

2018

 

$

54,806

 

2019

 

$

54,548

 

2020

 

$

53,999

 

2021

 

$

48,532

 

2022

 

$

44,484

 

 

 

Note 7 — Retirement, pension and other postretirement plans

Retirement plans — We have funded contributory retirement plans covering certain employees. Our contributions are primarily determined by the terms of the plans, subject to the limitation that they shall not exceed the amounts deductible for income tax purposes. We also sponsor unfunded contributory supplemental retirement plans for certain employees. Generally, benefits under these plans vest gradually over a period of approximately three years from date of employment, and are based on the employee’s contribution. The expense applicable to retirement plans for 2017, 2016 and 2015 was approximately $19,259, $17,194 and $15,747, respectively.

Pension plans — We have various pension plans covering a portion of our United States and international employees. Pension plan benefits are generally based on years of employment and, for salaried employees, the level of compensation. Actuarially determined amounts are contributed to United States plans to provide sufficient assets to meet future benefit payment requirements. We also sponsor an unfunded supplemental pension plan for certain employees. International subsidiaries fund their pension plans according to local requirements.

Nordson Corporation 49


 

A reconciliation of the benefit obligations, plan assets, accrued benefit cost and the amount recognized in financial statements for pension plans is as follows:

 

 

 

United States

 

 

International

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Change in benefit obligation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of year

 

$

409,459

 

 

$

361,039

 

 

$

91,396

 

 

$

90,615

 

Service cost

 

 

12,456

 

 

 

11,490

 

 

 

2,378

 

 

 

2,448

 

Interest cost

 

 

12,844

 

 

 

15,932

 

 

 

1,537

 

 

 

2,294

 

Participant contributions

 

 

 

 

 

 

 

 

85

 

 

 

115

 

Plan amendments

 

 

 

 

 

173

 

 

 

 

 

 

(3,050

)

Settlements

 

 

(1,548

)

 

 

 

 

 

(1,309

)

 

 

 

Curtailments

 

 

 

 

 

 

 

 

 

 

 

(6,790

)

Foreign currency exchange rate change

 

 

 

 

 

 

 

 

4,896

 

 

 

(7,675

)

Actuarial loss

 

 

9,351

 

 

 

31,781

 

 

 

(7,602

)

 

 

15,749

 

Benefits paid

 

 

(11,746

)

 

 

(10,956

)

 

 

(2,620

)

 

 

(2,310

)

Benefit obligation at end of year

 

$

430,816

 

 

$

409,459

 

 

$

88,761

 

 

$

91,396

 

Change in plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning fair value of plan assets

 

$

333,867

 

 

$

295,320

 

 

$

35,604

 

 

$

37,473

 

Actual return on plan assets

 

 

29,620

 

 

 

23,280

 

 

 

612

 

 

 

2,205

 

Company contributions

 

 

19,041

 

 

 

26,223

 

 

 

3,165

 

 

 

3,793

 

Participant contributions

 

 

 

 

 

 

 

 

85

 

 

 

115

 

Settlements

 

 

(1,548

)

 

 

 

 

 

(1,309

)

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

(145

)

Foreign currency exchange rate change

 

 

 

 

 

 

 

 

1,967

 

 

 

(5,527

)

Benefits paid

 

 

(11,746

)

 

 

(10,956

)

 

 

(2,620

)

 

 

(2,310

)

Ending fair value of plan assets

 

$

369,234

 

 

$

333,867

 

 

$

37,504

 

 

$

35,604

 

Funded status at end of year

 

$

(61,582

)

 

$

(75,592

)

 

$

(51,257

)

 

$

(55,792

)

Amounts recognized in financial statements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent asset

 

$

 

 

$

 

 

$

64

 

 

$

 

Accrued benefit liability

 

 

(1,201

)

 

 

(1,000

)

 

 

(36

)

 

 

(8

)

Long-term pension and retirement obligations

 

 

(60,381

)

 

 

(74,592

)

 

 

(51,285

)

 

 

(55,784

)

Total amount recognized in financial statements

 

$

(61,582

)

 

$

(75,592

)

 

$

(51,257

)

 

$

(55,792

)

 

 

 

United States

 

 

International

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Amounts recognized in accumulated other comprehensive

   (gain) loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

$

124,917

 

 

$

134,586

 

 

$

27,134

 

 

$

35,090

 

Prior service cost (credit)

 

 

(184

)

 

 

(139

)

 

 

(3,279

)

 

 

(3,445

)

Accumulated other comprehensive loss

 

$

124,733

 

 

$

134,447

 

 

$

23,855

 

 

$

31,645

 

Amounts expected to be recognized during next fiscal year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net actuarial loss

 

$

8,672

 

 

$

9,336

 

 

$

2,074

 

 

$

2,558

 

Amortization of prior service cost (credit)

 

 

(23

)

 

 

47

 

 

 

(313

)

 

 

(304

)

Total

 

$

8,649

 

 

$

9,383

 

 

$

1,761

 

 

$

2,254

 

 

Nordson Corporation 50


 

The following table summarizes the changes in accumul ated other comprehensive loss:

 

 

 

United States

 

 

International

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Balance at beginning of year

 

$

134,447

 

 

$

114,663

 

 

$

31,645

 

 

$

29,726

 

Net (gain) loss arising during the year

 

 

515

 

 

 

28,167

 

 

 

(6,867

)

 

 

8,255

 

Prior service cost (credit) arising during the year

 

 

 

 

 

173

 

 

 

 

 

 

(3,050

)

Net loss recognized during the year

 

 

(9,537

)

 

 

(8,480

)

 

 

(2,605

)

 

 

(1,723

)

Prior service (cost) credit recognized during the year

 

 

(44

)

 

 

(76

)

 

 

302

 

 

 

203

 

Settlement loss

 

 

(648

)

 

 

 

 

 

(363

)

 

 

(160

)

Curtailment gain

 

 

 

 

 

 

 

 

 

 

 

1,526

 

Exchange rate effect during the year

 

 

 

 

 

 

 

 

1,743

 

 

 

(3,132

)

Balance at end of year

 

$

124,733

 

 

$

134,447

 

 

$

23,855

 

 

$

31,645

 

 

Information regarding the accumulated benefit obligation is as follows:

 

 

 

United States

 

 

International

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

For all plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated benefit obligation

 

$

420,035

 

 

$

397,350

 

 

$

76,032

 

 

$

77,166

 

For plans with benefit obligations in excess of plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projected benefit obligation

 

 

430,816

 

 

 

409,459

 

 

 

83,289

 

 

 

90,852

 

Accumulated benefit obligation

 

 

420,035

 

 

 

397,350

 

 

 

70,985

 

 

 

77,121

 

Fair value of plan assets

 

 

369,234

 

 

 

333,867

 

 

 

32,325

 

 

 

35,533

 

 

Net pension benefit costs include the following components:

 

 

 

United States

 

 

International

 

 

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2015

 

Service cost

 

$

12,456

 

 

$

11,490

 

 

$

10,851

 

 

$

2,378

 

 

$

2,448

 

 

$

2,816

 

Interest cost

 

 

12,844

 

 

 

15,932

 

 

 

15,037

 

 

 

1,537

 

 

 

2,294

 

 

 

2,561

 

Expected return on plan assets

 

 

(20,784

)

 

 

(19,666

)

 

 

(18,316

)

 

 

(1,338

)

 

 

(1,501

)

 

 

(1,589

)

Amortization of prior service cost (credit)

 

 

44

 

 

 

76

 

 

 

121

 

 

 

(302

)

 

 

(203

)

 

 

(90

)

Amortization of net actuarial loss

 

 

9,537

 

 

 

8,480

 

 

 

9,742

 

 

 

2,605

 

 

 

1,723

 

 

 

2,285

 

Settlement loss

 

 

648

 

 

 

 

 

 

516

 

 

 

363

 

 

 

160

 

 

 

1,319

 

Curtailment (gain) loss

 

 

 

 

 

 

 

 

68

 

 

 

 

 

 

(1,526

)

 

 

 

Total benefit cost

 

$

14,745

 

 

$

16,312

 

 

$

18,019

 

 

$

5,243

 

 

$

3,395

 

 

$

7,302

 

 

Net periodic pension cost for 2017 included a settlement loss of $1,011 due to lump sum retirement payments.Net periodic pension cost for 2016 included a settlement loss of $160 due to lump sum retirement payments and a curtailment gain of $1,526 due to a plan amendment allowing participants to elect a new defined contribution plan or a new defined benefit plan.

The weighted average assumptions used in the valuation of pension benefits were as follows:

 

 

 

United States

 

 

International

 

 

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2015

 

Assumptions used to determine benefit obligations at

   October 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

 

3.80

%

 

 

3.94

%

 

 

4.39

%

 

 

2.07

%

 

 

1.86

%

 

 

2.81

%

Rate of compensation increase

 

 

3.61

 

 

 

3.61

 

 

 

3.50

 

 

 

3.13

 

 

 

3.12

 

 

 

3.22

 

Assumptions used to determine net benefit costs for

   the years ended October 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate - benefit obligation

 

 

3.94

 

 

 

4.39

 

 

 

4.29

 

 

 

1.86

 

 

 

2.81

 

 

 

2.94

 

Discount rate - service cost

 

 

4.31

 

 

 

4.39

 

 

 

4.29

 

 

 

1.55

 

 

 

2.81

 

 

 

2.94

 

Discount rate - interest cost

 

 

3.20

 

 

 

4.39

 

 

 

4.29

 

 

 

1.66

 

 

 

2.81

 

 

 

2.94

 

Expected return on plan assets

 

 

6.25

 

 

 

6.72

 

 

 

6.76

 

 

 

3.51

 

 

 

4.22

 

 

 

4.39

 

Rate of compensation increase

 

 

3.61

 

 

 

3.50

 

 

 

3.49

 

 

 

3.12

 

 

 

3.22

 

 

 

3.19

 

Nordson Corporation 51


 

 

The amortization of prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plans.

The discount rate reflects the current rate at which pension liabilities could be effectively settled at the end of the year. The discount rate used considers a yield derived from matching projected pension payments with maturities of a portfolio of available bonds that receive the highest rating given from a recognized investments ratings agency. The changes in the discount rates in 2017 and 2016 are due to changes in yields for these types of investments as a result of the economic environment.

In determining the expected return on plan assets using the calculated value of plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and other professionals in developing appropriate return assumptions. The rate of compensation increase is based on managements’ estimates using historical experience and expected increases in rates.

Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when they exceed the accounting corridor, which is set at 10% of the greater of the plan assets or benefit obligations. Gains or losses outside of the corridor are subject to amortization over an average employee future service period that differs by plan. If substantially all of the plan’s participants are no longer actively accruing benefits, the average life expectancy is used.

In the fourth quarter of 2016, we adopted a change in the method to be used to estimate the service and interest cost components of net periodic benefit cost for defined benefit pension plans.  Historically, for the vast majority of our plans, the service and interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period.  Beginning in 2017, we used a spot rate approach by applying the specific spot rates along the yield curve to the relevant projected cash flows in the estimation of the service and interest components of benefit cost, resulting in a more precise measurement.  This change did not affect the measurement of total benefit obligations.  The change was accounted for as a change in estimate that is inseparable from a change in accounting principle and, accordingly, was accounted for prospectively starting in 2017. The reductions in service and interest costs for 2017 associated with this change in estimate were $1,200 and $3,100, respectively.

The allocation of pension plan assets as of October 31, 2017 and 2016 is as follows:

 

 

 

United States

 

 

International

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Asset Category

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

 

13

%

 

 

15

%

 

 

%

 

 

%

Debt securities

 

 

48

 

 

 

31

 

 

 

 

 

 

 

Insurance contracts

 

 

 

 

 

 

 

 

56

 

 

 

59

 

Pooled investment funds

 

 

39

 

 

 

53

 

 

 

42

 

 

 

39

 

Other

 

 

 

 

 

1

 

 

 

2

 

 

 

2

 

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

Our investment objective for defined benefit plan assets is to meet the plans’ benefit obligations, while minimizing the potential for future required plan contributions.

Our United States plans comprise 91 percent of the worldwide pension assets. In general, the investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by dynamically matching the actuarial projections of the plans’ future liabilities and benefit payments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. For 2017, the target in “return-seeking assets” is 35 percent and 65 percent in fixed income. Plan assets are diversified across several investment managers and are invested in liquid funds that are selected to track broad market indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to the investment guidelines established with each investment manager.

Our international plans comprise 9 percent of the worldwide pension assets. Asset allocations are developed on a country-specific basis. Our investment strategy is to cover pension obligations with insurance contracts or to employ independent managers to invest the assets.

Nordson Corporation 52


 

In accordance with the adoption of a new accounting standard, as described in Note 2, certain investments that were mea sured at NAV (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in the table a re intended to permit reconciliation of the fair value hierarchy to the total pension plan assets.

The fair values of our pension plan assets at October 31, 2017 by asset category are in the table below:

 

 

 

United States

 

 

International

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash

 

$

959

 

 

$

959

 

 

$

 

 

$

 

 

$

566

 

 

$

566

 

 

$

 

 

$

 

Money market funds

 

 

3,615

 

 

 

3,615

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic materials

 

 

2,129

 

 

 

2,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer goods

 

 

3,776

 

 

 

3,776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial

 

 

6,147

 

 

 

6,147

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

3,940

 

 

 

3,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial goods

 

 

2,459

 

 

 

2,459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology

 

 

3,815

 

 

 

3,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Utilities

 

 

793

 

 

 

793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

 

20,698

 

 

 

20,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.  Government

 

 

57,789

 

 

 

9,372

 

 

 

48,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

112,112

 

 

 

 

 

 

112,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

6,566

 

 

 

 

 

 

6,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other types of investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,037

 

 

 

 

 

 

 

 

 

21,037

 

Real estate collective funds at NAV

 

 

21,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pooled investment funds at NAV

 

 

121,724

 

 

 

 

 

 

 

 

 

 

 

 

15,901

 

 

 

 

 

 

 

 

 

 

Other

 

 

1,013

 

 

 

1,013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

369,234

 

 

$

58,716

 

 

$

167,095

 

 

$

 

 

$

37,504

 

 

$

566

 

 

$

 

 

$

21,037

 

 

The fair values of our pension plan assets at October 31, 2016 by asset category are in the table below:

 

 

 

United States

 

 

International

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash

 

$

896

 

 

$

896

 

 

$

 

 

$

 

 

$

798

 

 

$

798

 

 

$

 

 

$

 

Money market funds

 

 

2,471

 

 

 

2,471

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic materials

 

 

2,144

 

 

 

2,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer goods

 

 

3,457

 

 

 

3,457

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial

 

 

5,930

 

 

 

5,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

3,344

 

 

 

3,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial goods

 

 

2,671

 

 

 

2,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology

 

 

3,490

 

 

 

3,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Utilities

 

 

857

 

 

 

857

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

 

27,220

 

 

 

27,220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.  Government

 

 

38,466

 

 

 

6,888

 

 

 

31,578

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

63,077

 

 

 

 

 

 

63,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

3,403

 

 

 

 

 

 

3,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other types of investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,927

 

 

 

 

 

 

 

 

 

20,927

 

Real estate collective funds at NAV

 

 

20,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pooled investment funds at NAV

 

 

155,247

 

 

 

 

 

 

 

 

 

 

 

 

13,879

 

 

 

 

 

 

 

 

 

 

Other

 

 

792

 

 

 

792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

333,867

 

 

$

60,160

 

 

$

98,058

 

 

$

 

 

$

35,604

 

 

$

798

 

 

$

 

 

$

20,927

 

 

Nordson Corporation 53


 

These investment funds did not own a significant number of shares of Nordson Corporation common stock for any year presented.

The inputs and methodology used to measure fair value of plan assets are consistent with those described in Note 12. Following are the valuation methodologies used to measure these assets:

 

Money market funds - Money market funds are public investment vehicles that are valued with a net asset value of one dollar. This is a quoted price in an active market and is classified as Level 1.

 

Equity securities - Common stocks and mutual funds are valued at the closing price reported on the active market on which the individual securities are traded and are classified as Level 1.

 

Fixed income securities - U.S. Treasury bills reflect the closing price on the active market in which the securities are traded and are classified as Level 1. Securities of U.S. agencies are valued using bid evaluations and are classified as Level 2. Corporate fixed income securities are valued using evaluated prices, such as dealer quotes, bids and offers and are therefore classified as Level 2.

 

Insurance contracts - Insurance contracts are investments with various insurance companies. The contract value represents the best estimate of fair value. These contracts do not hold any specific assets. These investments are classified as Level 3.

 

Real estate collective funds – These funds are valued using the net asset value of the underlying properties. Net asset value is calculated using a combination of key inputs, such as revenue and expense growth rates, terminal capitalization rates and discount rates.

 

Pooled investment funds - These are public investment vehicles valued using the net asset value. The net asset value is based on the value of the assets owned by the plan, less liabilities. These investments are not quoted on an active exchange.

The following tables present an analysis of changes during the years ended October 31, 2017 and 2016 in Level 3 plan assets, by plan asset class, for U.S. and international pension plans using significant unobservable inputs to measure fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 

 

 

 

Insurance

contracts

 

 

Total

 

Beginning balance at October 31, 2016

 

 

$

20,927

 

 

$

20,927

 

Actual return on plan assets:

 

 

 

 

 

 

 

 

 

Assets held, end of year

 

 

 

(412

)

 

 

(412

)

Assets sold during the period

 

 

 

 

 

 

-

 

Purchases

 

 

 

2,330

 

 

 

2,330

 

Sales

 

 

 

(2,502

)

 

 

(2,502

)

Foreign currency translation

 

 

 

694

 

 

 

694

 

Ending balance at October 31, 2017

 

 

$

21,037

 

 

$

21,037

 

 

 

 

 

 

 

 

Fair Value Measurements Using  Significant Unobservable Inputs    (Level 3)

 

 

 

 

Insurance

contracts

 

 

Total

 

Beginning balance at October 31, 2015

 

 

$

20,432

 

 

$

20,432

 

Actual return on plan assets:

 

 

 

 

 

 

 

 

 

Assets held, end of year

 

 

 

1,683

 

 

 

1,683

 

Assets sold during the period

 

 

 

 

 

 

-

 

Purchases

 

 

 

2,799

 

 

 

2,799

 

Sales

 

 

 

(2,140

)

 

 

(2,140

)

Foreign currency translation

 

 

 

(1,847

)

 

 

(1,847

)

Ending balance at October 31, 2016

 

 

$

20,927

 

 

$

20,927

 

 

Contributions to pension plans in 2018 are estimated to be approximately $22,800.

Nordson Corporation 54


 

Retiree pension benefit payments, which reflect expected future service, are anticipated to be paid as follows:

 

Year

 

United States

 

 

International

 

2018

 

$

14,476

 

 

$

1,837

 

2019

 

 

15,604

 

 

 

2,861

 

2020

 

 

16,839

 

 

 

2,652

 

2021

 

 

18,061

 

 

 

3,035

 

2022

 

 

19,529

 

 

 

2,633

 

2023-2027

 

 

116,207

 

 

 

16,442

 

 

Other postretirement plans - We sponsor an unfunded postretirement health care benefit plan covering certain of our United States employees. Employees hired after January 1, 2002, are not eligible to participate in this plan.  For eligible retirees under the age of 65 who enroll in the plan, the plan is contributory in nature, with retiree contributions in the form of premiums that are adjusted annually. For eligible retirees age 65 and older who enroll in the plan, the plan delivers a benefit in the form of a Health Reimbursement Account (HRA), which retirees use for eligible reimbursable expenses, including premiums paid for purchase of a Medicare supplement plan or other out-of-pocket medical expenses such as deductibles or co-pays. 

A reconciliation of the benefit obligations, accrued benefit cost and the amount recognized in financial statements for other postretirement plans is as follows:

 

 

 

United States

 

 

International

 

 

 

 

2017

 

 

 

2016

 

 

 

2017

 

 

 

2016

 

Change in benefit obligation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of year

 

$

71,904

 

 

$

68,315

 

 

$

623

 

 

$

524

 

Service cost

 

 

752

 

 

 

849

 

 

 

20

 

 

 

16

 

Interest cost

 

 

2,307

 

 

 

2,923

 

 

 

20

 

 

 

23

 

Participant contributions

 

 

503

 

 

 

446

 

 

 

 

 

 

 

Foreign currency exchange rate change

 

 

 

 

 

 

 

 

24

 

 

 

(14

)

Actuarial (gain) loss

 

 

2,212

 

 

 

1,818

 

 

 

(81

)

 

 

81

 

Benefits paid

 

 

(2,532

)

 

 

(2,447

)

 

 

(7

)

 

 

(7

)

Benefit obligation at end of year

 

$

75,146

 

 

$

71,904

 

 

$

599

 

 

$

623

 

Change in plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning fair value of plan assets

 

$

 

 

$

 

 

$

 

 

$

 

Company contributions

 

 

2,029

 

 

 

2,001

 

 

 

7

 

 

 

7

 

Participant contributions

 

 

503

 

 

 

446

 

 

 

 

 

 

 

Benefits paid

 

 

(2,532

)

 

 

(2,447

)

 

 

(7

)

 

 

(7

)

Ending fair value of plan assets

 

$

 

 

$

 

 

$

 

 

$

 

Funded status at end of year

 

$

(75,146

)

 

$

(71,904

)

 

$

(599

)

 

$

(623

)

Amounts recognized in financial statements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued benefit liability

 

$

(2,148

)

 

$

(2,123

)

 

$

(8

)

 

$

(7

)

Long-term postretirement obligations

 

 

(72,998

)

 

 

(69,781

)

 

 

(591

)

 

 

(616

)

Total amount recognized in financial statements

 

$

(75,146

)

 

$

(71,904

)

 

$

(599

)

 

$

(623

)

 

 

 

United States

 

 

International

 

 

 

 

2017

 

 

 

2016

 

 

 

2017

 

 

 

2016

 

Amounts recognized in accumulated other comprehensive

   (gain) loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial (gain) loss

 

$

20,124

 

 

$

18,786

 

 

$

(342

)

 

$

(265

)

Prior service credit

 

 

(142

)

 

 

(306

)

 

 

 

 

 

 

Accumulated other comprehensive (gain) loss

 

$

19,982

 

 

$

18,480

 

 

$

(342

)

 

$

(265

)

Amounts expected to be recognized during next fiscal year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net actuarial (gain) loss

 

$

995

 

 

$

917

 

 

$

(20

)

 

$

(17

)

Amortization of prior service cost (credit)

 

 

(99

)

 

 

(164

)

 

 

 

 

 

 

Total

 

$

896

 

 

$

753

 

 

$

(20

)

 

$

(17

)

 

Nordson Corporation 55


 

The following table summarizes the changes in accumulated other comprehensive (gain) loss:

 

 

 

United States

 

 

International

 

 

 

 

2017

 

 

 

2016

 

 

 

2017

 

 

 

2016

 

Balance at beginning of year

 

$

18,480

 

 

$

17,079

 

 

$

(265

)

 

$

(379

)

Net (gain) loss arising during the year

 

 

2,212

 

 

 

1,818

 

 

 

(82

)

 

 

81

 

Net gain (loss) recognized during the year

 

 

(874

)

 

 

(684

)

 

 

17

 

 

 

25

 

Prior service credit recognized during the year

 

 

164

 

 

 

267

 

 

 

 

 

 

 

Exchange rate effect during the year

 

 

 

 

 

 

 

 

(12

)

 

 

8

 

Balance at end of year

 

$

19,982

 

 

$

18,480

 

 

$

(342

)

 

$

(265

)

 

Net postretirement benefit costs include the following components:

 

 

 

United States

 

 

International

 

 

 

 

2017

 

 

 

2016

 

 

 

2015

 

 

 

2017

 

 

 

2016

 

 

 

2015

 

Service cost

 

$

752

 

 

$

849

 

 

$

979

 

 

$

20

 

 

$

16

 

 

$

29

 

Interest cost

 

 

2,307

 

 

 

2,923

 

 

 

2,946

 

 

 

20

 

 

 

23

 

 

 

35

 

Amortization of prior service credit

 

 

(164

)

 

 

(267

)

 

 

(438

)

 

 

 

 

 

 

 

 

 

Amortization of net actuarial (gain) loss

 

 

874

 

 

 

684

 

 

 

1,104

 

 

 

(17

)

 

 

(24

)

 

 

 

Total benefit cost

 

$

3,769

 

 

$

4,189

 

 

$

4,591

 

 

$

23

 

 

$

15

 

 

$

64

 

 

The weighted average assumptions used in the valuation of postretirement benefits were as follows:

 

 

 

United States

 

 

International

 

 

 

2017

 

 

2016

 

 

2015

 

 

2017

 

 

2016

 

 

2015

 

Assumptions used to determine benefit obligations at

   October 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

 

3.86

%

 

 

4.05

%

 

 

4.50

%

 

 

3.52

%

 

 

3.40

%

 

 

4.35

%

Health care cost trend rate

 

 

3.70

 

 

 

3.63

 

 

 

3.72

 

 

 

6.50

 

 

 

6.13

 

 

 

6.31

 

Rate to which health care cost trend rate is

   assumed to decline (ultimate trend rate)

 

 

3.23

 

 

 

3.24

 

 

 

3.27

 

 

 

3.50

 

 

 

3.50

 

 

 

3.50

 

Year the rate reaches the ultimate trend rate

 

 

2026

 

 

 

2026

 

 

 

2025

 

 

 

2037

 

 

 

2031

 

 

 

2031

 

Assumption used to determine net benefit costs for

   the years ended October 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate - benefit obligation

 

 

4.03

%

 

 

4.50

%

 

 

4.40

%

 

 

3.40

%

 

 

4.35

%

 

 

4.25

%

Discount rate - service cost

 

4.48

 

 

 

4.50

 

 

 

4.40

 

 

3.56

 

 

4.35

 

 

4.25

 

Discount rate - interest cost

 

3.27

 

 

 

4.50

 

 

 

4.40

 

 

 

3.20

 

 

4.35

 

 

4.25

 

 

The weighted average health care trend rates reflect expected increases in the Company’s portion of the obligation.

Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when they exceed the accounting corridor, which is set at 10% of the greater of the plan assets or benefit obligations. Gains or losses outside of the corridor are subject to amortization over an average employee future service period that differs by plan. If substantially all of the plan’s participants are no longer actively accruing benefits, the average life expectancy is used.

Similar to the changes in the discount rate approach discussed for the pension plans above, beginning in 2017 we elected to use an approach that discounts the individual expected cash flows underlying interest and service costs using the applicable spot rates derived from the yield curve used to determine the benefit obligation to the relevant projected cash flows.The Company has accounted for this change in estimate that is inseparable from a change in accounting principle on a prospective basis starting in fiscal year 2017.  The reductions in service and interest costs for 2017 associated with this change in estimate were $100 and $500, respectively.

Nordson Corporation 56


 

A one-percentage point change in the assumed health care cost trend rate would have the following effects. Bracketed numbers represent decreases in expense and obligation amounts.

 

 

 

United States

 

 

International

 

 

 

1% Point

Increase

 

 

1% Point

Decrease

 

 

1% Point

Increase

 

 

1% Point

Decrease

 

Health care trend rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect on total service and interest cost

   components in 2017

 

$

562

 

 

$

(446

)

 

$

10

 

 

$

(8

)

Effect on postretirement obligation as of

   October 31, 2017

 

$

10,637

 

 

$

(8,650

)

 

$

150

 

 

$

(115

)

 

Contributions to postretirement plans in 2018 are estimated to be approximately $2,200.

Retiree postretirement benefit payments are anticipated to be paid as follows:

 

Year

 

United States

 

 

International

 

2018

 

$

2,148

 

 

$

8

 

2019

 

 

2,397

 

 

 

8

 

2020

 

 

2,592

 

 

 

9

 

2021

 

 

2,827

 

 

 

9

 

2022

 

 

3,066

 

 

 

9

 

2023-2027

 

 

18,330

 

 

 

59

 

 

 

Note 8 — Income taxes

Income tax expense includes the following:

 

 

 

2017

 

 

2016

 

 

2015

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. federal

 

$

54,878

 

 

$

44,156

 

 

$

36,875

 

State and local

 

 

3,731

 

 

 

2,256

 

 

 

1,623

 

Foreign

 

 

66,352

 

 

 

53,836

 

 

 

49,153

 

Total current

 

 

124,961

 

 

 

100,248

 

 

 

87,651

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. federal

 

 

3,596

 

 

 

(2,334

)

 

 

4,950

 

State and local

 

 

1,164

 

 

 

563

 

 

 

1,031

 

Foreign

 

 

(5,232

)

 

 

(1,826

)

 

 

(3,881

)

Total deferred

 

 

(472

)

 

 

(3,597

)

 

 

2,100

 

 

 

$

124,489

 

 

$

96,651

 

 

$

89,751

 

 

Earnings before income taxes of domestic operations, which are calculated after intercompany profit eliminations, were $181,840, $156,723 and $140,044 in 2017, 2016 and 2015, respectively.

Our income tax provision for 2017 includes a discrete tax expense of $1,070 related to nondeductible acquisition costs.

On December 18, 2015, the Protecting Americans from Tax Hikes Act of 2015 was enacted which retroactively reinstated the Federal Research and Development Tax Credit (Federal R&D Tax Credit) as of January 1, 2015, and made it permanent. As a result, our income tax provision for 2016 includes a discrete tax benefit of $2,200 related to 2015.  The tax rate for 2016 also includes a discrete tax benefit of $6,154 related to dividends paid from previously taxed foreign earnings generated prior to 2015, and a benefit of $2,682 related to the effective settlement of a tax exam.

On December 19, 2014, the Tax Increase Prevention Act of 2014 was enacted which retroactively reinstated the Federal Research and Development Tax Credit (Federal R&D Tax Credit) from January 1, 2014 to December 31, 2014 and extended certain other tax provisions. As a result, our income tax provision for 2015 included discrete tax benefits of $2,486 primarily related to 2014.

Nordson Corporation 57


 

A reconciliation of the U.S. statutory federal rate to the worldwide consolidated effective tax rate follows:

 

 

 

2017

 

 

2016

 

 

2015

 

Statutory federal income tax rate

 

 

35.00

%

 

 

35.00

%

 

 

35.00

%

Domestic Production Deduction

 

 

(1.48

)

 

 

(1.43

)

 

 

(1.47

)

Foreign tax rate variances, net of foreign tax credits

 

 

(4.69

)

 

 

(4.59

)

 

 

(3.25

)

State and local taxes, net of federal income tax benefit

 

 

0.76

 

 

 

0.50

 

 

 

0.43

 

Amounts related to prior years

 

 

0.03

 

 

 

(1.20

)

 

 

(1.04

)

Tax benefit from previously taxed dividends paid

 

 

 

 

 

(1.67

)

 

 

 

Other – net

 

 

 

 

 

(0.38

)

 

 

0.16

 

Effective tax rate

 

 

29.62

%

 

 

26.23

%

 

 

29.83

%

 

The Domestic Production Deduction, enacted by the American Jobs Creation Act of 2004, allows a deduction with respect to income from certain United States manufacturing activities.

Earnings before income taxes of international operations, which are calculated before intercompany profit elimination entries, were $238,451, $211,771 and $160,818 in 2017, 2016 and 2015, respectively. Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in their operations. These undistributed earnings represent the post-income tax earnings under U.S. GAAP not adjusted for previously taxed income which aggregated approximately $1,026,793 and $757,501 at October 31, 2017 and 2016, respectively. Should these earnings be distributed, applicable foreign tax credits, distributions of previously taxed income, and utilization of other attributes would substantially offset taxes due upon the distribution. It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings.

At October 31, 2017 and 2016, total unrecognized tax benefits were $3,781 and $3,336, respectively. The amounts that, if recognized, would impact the effective tax rate were $3,273 and $2,775 at October 31, 2017 and 2016, respectively. During 2016, unrecognized tax benefits related primarily to foreign positions and, as recognized, a substantial portion of the gross unrecognized tax benefits were offset against assets recorded in the Consolidated Balance Sheet. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2017, 2016 and 2015 is as follows:

 

 

 

2017

 

 

2016

 

 

2015

 

Balance at beginning of year

 

$

3,336

 

 

$

6,258

 

 

$

5,812

 

Additions based on tax positions related to the current year

 

 

529

 

 

 

522

 

 

 

288

 

Additions for tax positions of prior years

 

 

621

 

 

 

310

 

 

 

331

 

Reductions for tax positions of prior years

 

 

(150

)

 

 

(140

)

 

 

(28

)

Settlements

 

 

 

 

 

(3,091

)

 

 

 

Lapse of statute of limitations

 

 

(555

)

 

 

(523

)

 

 

(145

)

Balance at end of year

 

$

3,781

 

 

$

3,336

 

 

$

6,258

 

 

At October 31, 2017 and 2016, we had accrued interest and penalty expense related to unrecognized tax benefits of $623 and $541, respectively. We include interest accrued related to unrecognized tax benefits in interest expense. Penalties, if incurred, would be recognized as other income (expense).

We are subject to United States Federal income tax as well as income taxes in numerous state and foreign jurisdictions. We are subject to examination in the U.S. by the Internal Revenue Service (IRS) for the 2014 through 2017 tax years; tax years prior to the 2014 year are closed to further examination by the IRS. Generally, major state and foreign jurisdiction tax years remain open to examination for tax years after 2011. Within the next twelve months, it is reasonably possible that certain statute of limitations periods would expire, which could result in a minimal decrease in our unrecognized tax benefits.

Nordson Corporation 58


 

Significant components of deferred tax assets and liabilities are as fo llows:

 

 

 

2017

 

 

2016

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Employee benefits

 

$

84,109

 

 

$

93,837

 

Other accruals not currently deductible for taxes

 

 

28,579

 

 

 

16,861

 

Tax credit and loss carryforwards

 

 

23,976

 

 

 

11,111

 

Inventory adjustments

 

 

8,778

 

 

 

7,915

 

Total deferred tax assets

 

 

145,442

 

 

 

129,724

 

Valuation allowance

 

 

(14,891

)

 

 

(8,304

)

Total deferred tax assets

 

 

130,551

 

 

 

121,420

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

252,489

 

 

 

171,209

 

Other - net

 

 

1,132

 

 

 

1,366

 

Total deferred tax liabilities

 

 

253,621

 

 

 

172,575

 

Net deferred tax liabilities

 

$

(123,070

)

 

$

(51,155

)

 

At October 31, 2017, we had $5,493 of tax credit carryforwards of which $27 will expire in 2022, and $5,466 of which has an indefinite carryforward period. We also had $21,929 Federal, $78,320 state and $13,174 foreign operating loss carryforwards, and $20,149 capital loss carryforward, of which $120,950 will expire in 2018 through 2037, and $12,622 of which has an indefinite carryforward period. The net change in the valuation allowance was an increase of $6,587 in 2017 and a increase of $1,537 in 2016. The valuation allowance of $14,891 at October 31, 2017, related primarily to tax credits and loss carryforwards that may expire before being realized. We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized.

 

 

Note 9 — Notes payable

Bank lines of credit and notes payable are summarized as follows:

 

 

 

2017

 

 

2016

 

Maximum borrowings available under bank lines of credit (all foreign banks)

 

$

75,041

 

 

$

61,519

 

Outstanding borrowings / notes payable (all foreign bank debt)

 

 

 

 

 

2,141

 

Weighted-average interest rate on notes payable

 

 

 

 

 

4.35

%

Unused bank lines of credit

 

$

75,041

 

 

$

59,378

 

 

 

Note 10 — Long-term debt

A summary of long-term debt is as follows:

 

 

 

2017

 

 

2016

 

Revolving credit agreement, due 2020

 

$

249,138

 

 

$

244,680

 

Senior notes, due 2018-2025

 

 

172,600

 

 

 

200,000

 

Senior notes, due 2019-2027

 

 

100,000

 

 

 

100,000

 

Term loan, due 2018-2020

 

 

200,000

 

 

 

200,000

 

Term loan, due 2018-2022

 

 

705,000

 

 

 

 

Euro loan, due 2019

 

 

12,191

 

 

 

79,389

 

Private shelf facility, due 2018-2026

 

 

146,666

 

 

 

157,222

 

Development loans, due 2018-2026

 

 

1,218

 

 

 

1,344

 

Other

 

 

 

 

 

11

 

 

 

 

1,586,813

 

 

 

982,646

 

Less current maturities

 

 

326,587

 

 

 

38,093

 

Less unamortized debt issuance costs (1)

 

 

3,829

 

 

 

1,782

 

Long-term maturities

 

$

1,256,397

 

 

$

942,771

 

 

Nordson Corporation 59


 

(1)

Prior to the adoption of new accounting guidance in the first quarter of 2017 (refer to Note 2), debt issuance costs of $1,782 were reflected in the Consolidated Balance Sheets in Other assets at October 31, 2016. Such amounts were reclassified to Long-term debt for comparative pu rposes.

 

Revolving credit agreement — This $600,000 unsecured multi-currency revolving credit agreement is with a group of banks and expires in February 2020. Payment of quarterly fees is required. The interest rate is variable based upon the LIBOR rate. The weighted average interest rate for borrowings under this agreement was 2.24 percent at October 31, 2017.

Senior notes, due 2018-2025 — These fixed-rate notes entered into in 2012 with a group of insurance companies had a remaining weighted-average life of 4.11 years. The weighted-average interest rate at October 31, 2017 was 3.02 percent.

Senior notes, due 2019-2027 — These fixed-rate notes entered into in 2015 with a group of insurance companies had a remaining weighted-average life of 6.24 years. The weighted-average interest rate at October 31, 2017 was 3.04 percent.

Term loan, due 2018-2020 — In 2015, we entered into a $200,000 term loan facility with a group of banks. The interest rate is variable based upon the LIBOR rate. $100,000 is due in three years with a weighted-average interest rate of 2.24 percent and $100,000 is due in five years with a weighted-average interest rate of 2.34 percent.

Term loan, due 2018-2022 — In 2017, we entered into a $705,000 term loan facility with a group of banks. The interest rate is variable based upon the LIBOR rate. $200,000 is due in 18 months with a weighted-average interest rate of 2.25 percent, $200,000 is due in three years with a weighted-average interest rate of 2.35 percent and $305,000 is due in five years with a weighted-average interest rate of 2.38 percent.

Euro loan, due 2019 — This Euro denominated loan was entered into in 2015 with Bank of America Merrill Lynch International Limited. It can be extended by one year at the end of the third and fourth anniversaries. The loan was amended in 2016 to extend the term by one year and increase the principal amount. The interest rate is variable based upon the EUR LIBOR rate. The weighted average interest rate at October 31, 2017 was 1.00 percent.

Private shelf facility — In 2011, we entered into a $150,000 three-year Private Shelf Note agreement with New York Life Investment Management LLC (NYLIM). The amount of the facility was increased to $180,000 in 2015, and then increased to $200,000 in 2016. Borrowings under the agreement may be for up to 12 years and are unsecured. The interest rate on each borrowing is fixed based upon the market rate at the borrowing date or is variable based upon the LIBOR rate. At October 31, 2017, the amount outstanding under this facility was at fixed rates of 2.21 percent and 2.56 percent and at variable rates of 2.49 percent and 2.60 percent.

Development loans, due 2018-2026 — These fixed-rate loans with the State of Ohio and Cuyahoga County, Ohio were issued in 2011 in connection with the construction of our corporate headquarters building and are payable in monthly installments over 15 years beginning in 2011. The interest rate on the State of Ohio loan is 3.00 percent, and the interest rate on the Cuyahoga County loan is 3.50 percent.

Annual maturities — The annual maturities of long-term debt for the five years subsequent to October 31, 2017, are as follows: $326,587 in 2018; $40,924 in 2019; $617,876 in 2020; $38,187 in 2021 and $335,791 in 2022.

 

 

Note 11 — Leases

We have lease commitments expiring at various dates, principally for manufacturing, warehouse and office space, automobiles and office equipment. Many leases contain renewal options and some contain purchase options and residual guarantees.

Rent expense for all operating leases was approximately $17,938, $18,047 and $15,721 in 2017, 2016 and 2015, respectively.

Amortization of assets recorded under capital leases is recorded in depreciation expense.

Nordson Corporation 60


 

Assets held under capitalized leases and include d in property, plant and equipment are as follows:

 

 

 

2017

 

 

2016

 

Transportation equipment

 

$

17,594

 

 

$

15,991

 

Other

 

 

8,121

 

 

 

8,240

 

Total capitalized leases

 

 

25,715

 

 

 

24,231

 

Accumulated amortization

 

 

(11,408

)

 

 

(10,235

)

Net capitalized leases

 

$

14,307

 

 

$

13,996

 

 

At October 31, 2017, future minimum lease payments under non-cancelable capitalized and operating leases are as follows:

 

 

 

Capitalized

Leases

 

 

Operating

Leases

 

Year:

 

 

 

 

 

 

 

 

2018

 

$

6,353

 

 

$

17,337

 

2019

 

 

4,463

 

 

 

13,324

 

2020

 

 

2,386

 

 

 

10,176

 

2021

 

 

884

 

 

 

8,381

 

2022

 

 

617

 

 

 

7,179

 

Later years

 

 

4,655

 

 

 

17,720

 

Total minimum lease payments

 

 

19,358

 

 

$

74,117

 

Less amount representing executory costs

 

 

1,833

 

 

 

 

 

Net minimum lease payments

 

 

17,525

 

 

 

 

 

Less amount representing interest

 

 

3,019

 

 

 

 

 

Present value of net minimum lease payments

 

 

14,506

 

 

 

 

 

Less current portion

 

 

4,813

 

 

 

 

 

Long-term obligations at October 31, 2017

 

$

9,693

 

 

 

 

 

 

 

Note 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 table presents the classification of our assets and liabilities measured at fair value on a recurring basis at October 31, 2017:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts (a)

 

$

3,249

 

 

$

 

 

$

3,249

 

 

$

 

Total assets at fair value

 

$

3,249

 

 

$

 

 

$

3,249

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred compensation plans (b)

 

$

11,004

 

 

$

 

 

$

11,004

 

 

$

 

Foreign currency forward contracts (a)

 

 

2,959

 

 

 

 

 

 

2,959

 

 

 

 

Total liabilities at fair value

 

$

13,963

 

 

$

 

 

$

13,963

 

 

$

 

 

(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 100 percent of their salary and annual cash incentive compensation and for executive officers, up to 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

Nordson Corporation 61


 

in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.

 

Fair value disclosures related to goodwill and indefinite-lived intangible assets are disclosed in Note 6.

 

 

Note 13 — 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 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 Statement of Income together with the transaction gain or loss from the related balance sheet position. In 2017, we recognized net gains of $329 on foreign currency forward contracts and net losses of $1,015 from the change in fair value of balance sheet positions. In 2016, we recognized net gains of $2,317 on foreign currency forward contracts and net losses of $312 from the change in fair value of balance sheet positions.  In 2015, we recognized net losses of $3,866 on foreign currency forward contracts and net gains of $3,862 from the change in fair value of balance sheet positions.

The following table summarizes, by currency, the contracts outstanding at October 31, 2017 and 2016:

 

 

 

Sell

 

 

Buy

 

 

 

Notional

Amounts

 

 

Fair Market

Value

 

 

Notional

Amounts

 

 

Fair Market

Value

 

October 31, 2017 contract amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

$

144,611

 

 

$

141,720

 

 

$

78,253

 

 

$

76,892

 

Pound sterling

 

 

45,252

 

 

 

45,242

 

 

 

54,204

 

 

 

54,658

 

Japanese yen

 

 

24,904

 

 

 

24,349

 

 

 

28,358

 

 

 

27,401

 

Australian dollar

 

 

193

 

 

 

191

 

 

 

8,185

 

 

 

7,904

 

Hong Kong dollar

 

 

 

 

 

 

 

 

100,131

 

 

 

100,114

 

Singapore dollar

 

 

794

 

 

 

791

 

 

 

12,681

 

 

 

12,642

 

Others

 

 

5,413

 

 

 

5,312

 

 

 

51,930

 

 

 

50,688

 

Total

 

$

221,167

 

 

$

217,605

 

 

$

333,742

 

 

$

330,299

 

October 31, 2016 contract amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro

 

$

107,860

 

 

$

105,635

 

 

$

51,377

 

 

$

50,495

 

Pound sterling

 

 

36,692

 

 

 

36,125

 

 

 

37,473

 

 

 

36,302

 

Japanese yen

 

 

31,844

 

 

 

31,000

 

 

 

23,998

 

 

 

23,185

 

Australian dollar

 

 

380

 

 

 

380

 

 

 

8,096

 

 

 

8,095

 

Hong Kong dollar

 

 

1,702

 

 

 

1,702

 

 

 

79,516

 

 

 

79,411

 

Singapore dollar

 

 

1,031

 

 

 

995

 

 

 

12,062

 

 

 

11,735

 

Others

 

 

1,863

 

 

 

1,832

 

 

 

32,511

 

 

 

32,066

 

Total

 

$

181,372

 

 

$

177,669

 

 

$

245,033

 

 

$

241,289

 

 

We also use intercompany foreign currency transactions of a long-term investment nature to hedge the value of investment in wholly-owned subsidiaries. For hedges of the net investment in foreign operations, realized and unrealized gains and losses are shown in the cumulative translation adjustment account included in total comprehensive income. For 2017 and 2016, net losses of $760 and net gains of $2,439, respectively, were included in the cumulative translation adjustment account related to foreign denominated fixed-rate debt designated as a hedge of net investment in foreign operations.

Nordson Corporation 62


 

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and fo reign 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. As of October 31, 2017 and 2016, there were no significant concentrations of credit risk.

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

 

 

 

2017

 

 

2016

 

 

 

Carrying

Amount

 

 

Fair Value

 

 

Carrying

Amount

 

 

Fair Value

 

Notes payable

 

 

 

 

 

 

 

 

2,141

 

 

 

2,141

 

Long-term debt (including current portion)

 

 

1,582,984

 

 

 

1,587,920

 

 

 

980,864

 

 

 

992,060

 

Foreign currency forward contracts (net)

 

 

290

 

 

 

290

 

 

 

(39

)

 

 

(39

)

 

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

Notes payable are valued at their carrying amounts due to the relatively short period to maturity of the 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. The carrying amount of long-term debt is shown net of unamortized debt issuance costs as described in Note 10.

Foreign currency forward contracts are estimated using quoted exchange rates, which are considered to be Level 2 inputs under the fair value hierarchy.

 

 

Note 14 — Capital shares

Preferred — We have authorized 10,000 Series A convertible preferred shares without par value. No preferred shares were outstanding in 2017, 2016 or 2015.

Common — We have 160,000 authorized common shares without par value. At October 31, 2017 and 2016, there were 98,023 common shares issued. At October 31, 2017 and 2016, the number of outstanding common shares, net of treasury shares, was 57,715 and 57,307, respectively.

Common shares repurchased as part of publicly announced programs during 2017, 2016 and 2015 were as follows:

 

 

 

Number

 

 

Total

 

 

Average

 

Year

 

of Shares

 

 

Amount

 

 

per Share

 

2017

 

 

 

 

$

 

 

$

 

2016

 

 

447

 

 

$

31,877

 

 

$

71.37

 

2015

 

 

5,360

 

 

$

381,598

 

 

$

71.19

 

 

 

Note 15 — Stock-based compensation

During the 2013 Annual Meeting of Shareholders, our shareholders approved the 2012 Stock Incentive and Award Plan (the “2012 Plan”). The 2012 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, performance shares, stock purchase rights, stock equivalent units, cash awards and other stock or performance-based incentives. A maximum of 2,900 common shares is available for grant under the Plan.

Nordson Corporation 63


 

Stock options — Nonqualified or incentive stock options may be granted to ou r employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. For grants made prior to November 2012, ve sting ceases upon retirement, death and disability, and unvested shares are forfeited. For grants made during or after November 2012, in the event of termination of employment due to early retirement or normal retirement at age 65, options granted within 1 2 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 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 $ 9,326 , $ 7,874 and $ 8,772 for 201 7 , 201 6 and 201 5 , respectively.

The following table summarizes activity related to stock options during 2017:

 

 

 

Number of

Options

 

 

Weighted˗Average

Exercise Price

Per Share

 

 

Aggregate

Intrinsic

Value

 

 

Weighted˗Average

Remaining

Term

Outstanding at October 31, 2016

 

 

1,881

 

 

$

58.41

 

 

 

 

 

 

 

Granted

 

 

381

 

 

$

107.68

 

 

 

 

 

 

 

Exercised

 

 

(316

)

 

$

45.13

 

 

 

 

 

 

 

Forfeited or expired

 

 

(24

)

 

$

81.92

 

 

 

 

 

 

 

Outstanding at October 31, 2017

 

 

1,922

 

 

$

70.08

 

 

$

108,823

 

 

6.4 years

Vested at October 31, 2017 or expected to vest

 

 

1,905

 

 

$

69.84

 

 

$

108,294

 

 

6.4 years

Exercisable at October 31, 2017

 

 

999

 

 

$

54.23

 

 

$

72,357

 

 

4.7 years

 

Summarized information on currently outstanding options follows:

 

 

 

Range of Exercise Price

 

 

 

$14 - $28

 

 

$29 - $65

 

 

$66 - $125

 

Number outstanding

 

 

139

 

 

 

516

 

 

 

1,267

 

Weighted-average remaining contractual life, in years

 

 

1.6

 

 

 

4.1

 

 

 

7.9

 

Weighted-average exercise price

 

$

21.50

 

 

$

49.83

 

 

$

83.66

 

Number exercisable

 

 

139

 

 

 

516

 

 

 

344

 

Weighted-average exercise price

 

$

21.50

 

 

$

49.83

 

 

$

74.09

 

 

As of October 31, 2017, there was $6,638 of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be amortized over a weighted average period of approximately 1.6 years.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. 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:

 

 

 

 

2017

 

 

 

2016

 

 

 

2015

 

Expected volatility

 

26.0%-29.2%

 

 

29.1%-30.4%

 

 

30.3%-39.5%

 

Expected dividend yield

 

0.91%-1.17%

 

 

 

1.54%

 

 

1.06%-1.10%

 

Risk-free interest rate

 

1.89%-2.06%

 

 

1.78%-1.90%

 

 

1.57%˗1.85%

 

Expected life of the option (in years)

 

5.4-6.2

 

 

5.4-6.2

 

 

5.4˗6.1

 

 

The weighted-average expected volatility used to value options granted in 2017, 2016 and 2015 was 29.1 percent, 29.6 percent and 34.3 percent, 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 United States Treasury issues with terms equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during 2017, 2016 and 2015 was $28.86, $18.23 and $24.63, respectively.

Nordson Corporation 64


 

The total intrinsic value of options exercised during 201 7 , 201 6 and 201 5 was $ 22 , 317 , $1 7,271 and $1 0,406 , respectively .

Cash received from the exercise of stock options for 2017, 2016 and 2015 was $14,086, $11,476 and $5,372, respectively. The tax benefit realized from tax deductions from exercises for 2017, 2016 and 2015 was $6,685, $3,476 and $3,661, 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 one to three years) defined at the date of grant.

For employee recipients, in the event of termination of employment due to early retirement, restricted shares granted within 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. 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. Termination of service as a director for any other reason within 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 market value on the date of grant is expensed over the vesting period. Tax benefits arising from the lapse of restrictions are recognized when realized and credited to capital in excess of stated value.

The following table summarizes activity related to restricted shares during 2017:

 

 

 

Number of

Shares

 

 

Weighted˗Average

Grant Date Fair

Value Per Share

 

Restricted at October 31, 2016

 

 

60

 

 

$

73.56

 

Granted

 

 

28

 

 

$

109.04

 

Forfeited

 

 

(4

)

 

$

72.25

 

Vested

 

 

(26

)

 

$

74.08

 

Restricted at October 31, 2017

 

 

58

 

 

$

90.38

 

 

As of October 31, 2017, there was $2,829 of unrecognized compensation cost related to restricted shares. The cost is expected to be amortized over a weighted average period of 1.9 years. The amount charged to expense related to restricted shares was $2,127, $1,963 and $1,840 in 2017, 2016 and 2015, respectively. These amounts included common share dividends of $64, $60, and $51 in 2017, 2016 and 2015, respectively.

The following table summarizes activity related to restricted share units in 2017:

 

 

 

Number of

Units

 

 

Weighted˗Average Grant Date Fair

Value

 

Restricted share units at October 31, 2016

 

 

0

 

 

$

 

Granted

 

 

10

 

 

$

97.43

 

Vested

 

 

(10

)

 

$

97.43

 

Restricted share units at October 31, 2017

 

 

0

 

 

$

 

 

As of October 31, 2017, there was no remaining expense to be recognized related to outstanding restricted share units. The amount charged to expense related to restricted share units during 2017, 2016 and 2015 was $1,011, $974 and $972, 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.

Nordson Corporation 65


 

The following table summarizes activity related to director deferred compensation share equivalent units during 201 7 :

 

 

 

Number of

Shares

 

 

Weighted˗Average

Grant Date Fair

Value Per Share

 

Outstanding at October 31, 2016

 

 

99

 

 

$

41.72

 

Restricted stock units vested

 

 

6

 

 

$

97.60

 

Dividend equivalents

 

 

1

 

 

$

115.54

 

Distributions

 

 

(5

)

 

$

26.89

 

Outstanding at October 31, 2017

 

 

101

 

 

$

46.74

 

 

The amount charged to expense related to director deferred compensation was $106, $158 and $91 in 2017, 2016 and 2015, 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 $103.75 and $104.49 for 2017, $67.69 per share for 2016 and $76.48 per share for 2015. The amounts charged to expense for executive officers and selected other key employees in 2017, 2016 and 2015 were $7,398, $7,083 and $3,459, respectively. The cumulative amount recorded in shareholders’ equity at October 31, 2017, and 2016 was $12,820 and $10,951, respectively.

Deferred compensation — Our executive officers and other highly compensated employees may elect to defer up to 100 percent of their base pay and cash incentive compensation and, for executive officers, up to 90 percent of their share-based performance incentive award payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan was $264, $219 and $179 for 2017, 2016 and 2015, respectively.

Shares reserved for future issuance — At October 31, 2017, there were 2,781 of common shares reserved for future issuance through the exercise of outstanding options or rights.

 

 

Note 16 — Operating segments and geographic area data

We conduct business in three primary operating segments: Adhesive Dispensing Systems, Advanced Technology Systems, and Industrial Coating Systems. 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 Statement 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. The accounting policies of the segments are generally the same as those described in Note 1, Significant Accounting Policies.

No single customer accounted for 10 percent or more of sales in 2017, 2016 or 2015.

Nordson Corporation 66


 

The following table presents information about o ur reportable segments:

 

 

 

Adhesive

Dispensing

Systems

 

 

Advanced

Technology

Systems

 

 

Industrial

Coating

Systems

 

 

Corporate

 

 

Total

 

Year ended October 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

916,019

 

 

$

897,623

 

 

$

253,340

 

 

$

 

 

$

2,066,982

 

Depreciation and amortization

 

 

29,118

 

 

 

49,535

 

 

 

5,559

 

 

 

6,642

 

 

 

90,854

 

Operating profit (loss)

 

 

253,580

 

(a)

 

228,062

 

(b)

 

43,991

 

 

 

(67,931

)

 

 

457,702

 

Identifiable assets (e)

 

 

794,699

 

 

 

1,718,844

 

 

 

120,458

 

 

 

790,940

 

(d)

 

3,424,941

 

Expenditures for long-lived assets

 

 

35,310

 

 

 

21,135

 

 

 

9,108

 

 

 

6,005

 

 

 

71,558

 

Year ended October 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

879,573

 

 

$

676,329

 

 

$

253,092

 

 

$

 

 

$

1,808,994

 

Depreciation and amortization

 

 

28,294

 

 

 

29,649

 

 

 

5,041

 

 

 

7,320

 

 

 

70,304

 

Operating profit (loss)

 

 

229,143

 

(a)

 

159,531

 

(b)

 

43,511

 

(c)

 

(43,754

)

 

 

388,431

 

Identifiable assets (e)

 

 

751,153

 

 

 

1,080,711

 

 

 

140,169

 

 

 

463,642

 

(d)

 

2,435,675

 

Expenditures for long-lived assets

 

 

17,407

 

 

 

18,967

 

 

 

17,357

 

 

 

7,120

 

 

 

60,851

 

Year ended October 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

836,066

 

 

$

593,858

 

 

$

258,742

 

 

$

 

 

$

1,688,666

 

Depreciation and amortization

 

 

28,097

 

 

 

25,430

 

 

 

4,973

 

 

 

6,694

 

 

 

65,194

 

Operating profit (loss)

 

 

195,902

 

(a)

 

120,940

 

(b)

 

41,458

 

(c)

 

(40,570

)

 

 

317,730

 

Identifiable assets (e)

 

 

734,145

 

 

 

1,021,221

 

 

 

130,421

 

 

 

484,722

 

(d)

 

2,370,509

 

Expenditures for long-lived assets

 

 

12,880

 

 

 

36,182

 

 

 

5,112

 

 

 

7,913

 

 

 

62,087

 

 

(a)

Includes $2,618, $7,800 and $7,972 of severance and restructuring costs in 2017, 2016 and 2015, respectively.

(b)

Includes $(180),  $1,054 and $3,060 of severance and restructuring costs in 2017, 2016 and 2015, respectively.

(c)

Includes $1,921 and $379 of severance and restructuring costs in 2016 and 2015, respectively.

(d)

Corporate assets are principally cash and cash equivalents, deferred income taxes, capital leases, headquarter facilities, the major portion of our enterprise management system, and intangible assets. Amounts for the years 2015 and 2016 have been adjusted to reflect the retrospective application of our reclassification of debt issuance costs upon the adoption of a new accounting standard, as described in Note 2.

(e)

Operating segment identifiable assets include notes and accounts receivable net of customer advance payments and allowance for doubtful accounts, inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill.

We have significant sales and long-lived assets in the following geographic areas:

 

 

 

2017

 

 

2016

 

 

2015

 

Net external sales

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

647,657

 

 

$

531,117

 

 

$

529,893

 

Americas

 

 

147,026

 

 

 

124,657

 

 

 

129,325

 

Europe

 

 

530,812

 

 

 

503,869

 

 

 

462,565

 

Japan

 

 

147,189

 

 

 

122,054

 

 

 

107,797

 

Asia Pacific

 

 

594,298

 

 

 

527,297

 

 

 

459,086

 

Total net external sales

 

$

2,066,982

 

 

$

1,808,994

 

 

$

1,688,666

 

Long-lived assets

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

216,352

 

 

$

209,959

 

 

$

187,212

 

Americas

 

 

1,552

 

 

 

1,730

 

 

 

1,735

 

Europe

 

 

98,921

 

 

 

23,943

 

 

 

21,231

 

Japan

 

 

5,939

 

 

 

6,408

 

 

 

5,876

 

Asia Pacific

 

 

23,647

 

 

 

31,089

 

 

 

33,886

 

Total long-lived assets

 

$

346,411

 

 

$

273,129

 

 

$

249,940

 

 

Nordson Corporation 67


 

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

 

 

 

2017

 

 

2016

 

 

2015

 

Total profit for reportable segments

 

$

457,702

 

 

$

388,431

 

 

$

317,730

 

Interest expense

 

 

(36,601

)

 

 

(21,322

)

 

 

(18,104

)

Interest and investment income

 

 

1,124

 

 

 

728

 

 

 

558

 

Other-net

 

 

(1,934

)

 

 

657

 

 

 

678

 

Income before income taxes

 

$

420,291

 

 

$

368,494

 

 

$

300,862

 

 

A reconciliation of total assets for reportable segments to total consolidated assets is as follows:

 

 

 

2017

 

 

2016

 

 

2015

 

Total assets for reportable segments

 

$

3,424,941

 

 

$

2,435,675

 

 

$

2,370,509

 

Customer advance payments

 

 

34,654

 

 

 

26,175

 

 

 

22,884

 

Eliminations

 

 

(45,056

)

 

 

(41,267

)

 

 

(35,079

)

Total consolidated assets

 

$

3,414,539

 

 

$

2,420,583

 

 

$

2,358,314

 

 

 

Note 17 — Supplemental information for the statement of cash flows

 

 

 

2017

 

 

2016

 

 

2015

 

Cash operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

36,450

 

 

$

23,423

 

 

$

17,312

 

Income taxes paid

 

 

118,096

 

 

 

102,592

 

 

 

72,175

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Capitalized lease obligations incurred

 

$

6,509

 

 

$

5,639

 

 

$

5,562

 

Capitalized lease obligations terminated

 

 

670

 

 

 

1,033

 

 

 

672

 

Shares acquired and issued through exercise of stock

   options

 

 

170

 

 

 

212

 

 

 

445

 

 

 

Note 18 — Quarterly financial data (unaudited)

 

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

407,470

 

 

$

496,137

 

 

$

589,438

 

 

$

573,938

 

Gross margin

 

 

225,138

 

 

 

275,512

 

 

 

326,265

 

 

 

312,088

 

Net income

 

 

49,988

 

 

 

64,523

 

 

 

101,456

 

 

 

79,835

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

0.87

 

 

 

1.12

 

 

 

1.76

 

 

 

1.38

 

Diluted

 

 

0.86

 

 

 

1.11

 

 

 

1.74

 

 

 

1.37

 

2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

372,220

 

 

$

437,592

 

 

$

489,899

 

 

$

509,283

 

Gross margin

 

 

196,907

 

 

 

248,405

 

 

 

273,220

 

 

 

274,967

 

Net income

 

 

41,161

 

 

 

70,601

 

 

 

84,214

 

 

 

75,867

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

0.72

 

 

 

1.24

 

 

 

1.48

 

 

 

1.33

 

Diluted

 

 

0.72

 

 

 

1.23

 

 

 

1.46

 

 

 

1.31

 

 

The sum of the per-share amounts for the four quarters may not always equal the annual per-share amounts due to differences in the average number of shares outstanding during the respective periods. The sum of other amounts for the four quarters may not always equal the annual amounts due to rounding.

During the fourth quarter of 2017, we recorded pre-tax severance and restructuring costs of $1,017 and we recorded pre-tax acquisition costs of $391 related to the acquisition of Vention.

Nordson Corporation 68


 

During the third quarter of 2017, we recorded pre-tax severance and restructuring costs of $703 and we recorded pre-tax acquisition costs of $865 related to Vention .

During the second quarter of 2017, we recorded pre-tax severance and restructuring costs of $491 and we recorded pre-tax acquisition costs of $13,415 related Vention. As a result, our income tax provision for the second quarter included a discrete tax expense of $2,600 related to nondeductible acquisition costs.

During the first quarter of 2017, we recorded pre-tax severance and restructuring costs of $227.

During the fourth quarter of 2016, we recorded pre-tax severance and restructuring costs of $6,411.

During the third quarter of 2016, we recorded pre-tax severance and restructuring costs of $1,714 and we recorded other expense of $2,722 related to the reversal of an indemnification asset resulting from the effective settlement of a tax exam. Additionally, our income tax provision for the third quarter included a discrete tax benefit of $1,651 related to the effective settlement of a tax exam.

During the second quarter of 2016, we recorded pre-tax severance and restructuring costs of $1,633. Additionally, we recorded other income of $800 related to a favorable litigation settlement and a $1,192 favorable adjustment to unrecognized tax benefits related to the effective settlement of a tax exam. Furthermore, our income tax provision for the second quarter included a discrete tax benefit of $1,136 related to the effective settlement of a tax exam.

During the first quarter of 2016, we recorded pre-tax severance and restructuring costs of $1,017.

On December 18, 2015, the Protecting Americans from Tax Hikes Act of 2015 was enacted which retroactively reinstated the Federal Research and Development Tax Credit (Federal R&D Tax Credit) as of January 1, 2015, and made it permanent. As a result, our income tax provision for the three months ended January 31, 2016 includes a discrete tax benefit of $2,025 primarily related to 2015. Additionally, our income tax provision for the first quarter included a discrete tax benefit of $6,184 related to dividends paid from previously taxed foreign earnings.

 

 

Note 19 — 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 environmental matter discussed below, it is our opinion, after consultation with legal counsel, that resolutions of these matters are not expected to result in a material effect on our financial condition, quarterly or annual operating results or cash flows.

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 October 31, 2017 and October 31, 2016, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $472 and $516, 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.

 

 

Nordson Corporation 69


 

Management’s Report on Internal Control Over Financial Reporting

The management of Nordson Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework), Nordson’s management assessed the effectiveness of our internal control over financial reporting as of October 31, 2017.

We completed the acquisitions of ACE Production Technologies, Inc. (“ACE”), Plas-Pak Industries, Inc. (“Plas-Pak”), InterSelect GmbH (“InterSelect”) and Vention Medical’s Advanced Technologies (“Vention”) on January 3, 2017, February 1, 2017, February 16, 2017 and March 31, 2017, respectively . As permitted by SEC guidance, the scope of our evaluation of internal control over financial reporting as of October 31, 2017 did not include the internal control over financial reporting of ACE, Plas-Pak, InterSelect and Vention. The results of ACE, Plas-Pak, InterSelect and Vention are included in our consolidated financial statements from the date each business was acquired. The combined total assets of ACE, Plas-Pak, InterSelect and Vention represented 26 percent of our total assets at October 31, 2017. The combined net sales and net income of ACE, Plas-Pak, InterSelect and Vention represented 6 percent of our consolidated net sales and 4 percent of our net income for 2017.

Based on our assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2017.

The independent registered public accounting firm, Ernst & Young LLP, has also audited the effectiveness of our internal control over financial reporting as of October 31, 2017. Their report is included herein.

 

/s/ Michael F. Hilton

 

/s/ Gregory A. Thaxton

President and

 

Senior Vice President, Chief Financial Officer

Chief Executive Officer

 

December 15, 2017

December 15, 2017

 

 

 

Nordson Corporation 70


 

Report of Independent Regist ered Public Accounting Firm

The Board of Directors and Shareholders of Nordson Corporation

 

We have audited Nordson Corporation’s internal control over financial reporting as of October 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Nordson Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of ACE Production Technologies, Inc., Plas-Pak Industries, Inc., InterSelect GmbH and Vention Medical’s Advanced Technologies, which are included in the 2017 consolidated financial statements of Nordson Corporation and on a combined basis constituted 26% of total assets as of October 31, 2017 and 6% of net sales and 4% of  net income for the year then ended. Our audit of internal control over financial reporting of Nordson Corporation also did not include an evaluation of the internal control over financial reporting of ACE Production Technologies, Inc., Plas-Pak Industries, Inc., InterSelect GmbH and Vention Medical’s Advanced Technologies.

 

In our opinion, Nordson Corporation maintained, in all material respects, effective internal control over financial reporting as of October 31, 2017 based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Nordson Corporation as of October 31, 2017 and 2016 and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2017 of Nordson Corporation and our report dated December 15, 2017 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

Ernst & Young LLP

 

Cleveland, Ohio

December 15, 2017

 

Nordson Corporation 71


 

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Nordson Corporation

 

We have audited the accompanying consolidated balance sheets of Nordson Corporation as of October 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended October 31, 2017. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nordson Corporation at October 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 31, 2017, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Nordson Corporation’s internal control over financial reporting as of October 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated December 15, 2017 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

Ernst & Young LLP

 

Cleveland, Ohio

December 15, 2017

 

 

Nordson Corporation 72


 

Item 9.  Changes in and Disagreements with Acco untants on Accounting and Financial Disclosure

None.

Item 9A.  Controls and Procedures

 

(a)

Evaluation of disclosure controls and procedures . Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer (senior vice president and chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15e) as of October 31, 2017. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, 2017 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

( b)

Management’s report on internal control over financial reporting . The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this Annual Report on Form 10-K.

 

(c)

Changes in internal control over reporting . There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

None.

 

 

Nordson Corporation 73


 

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to the captions “Election of Directors Whose Terms Expire in 2021” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our definitive Proxy Statement for the 2018 Annual Meeting of Shareholders. Information regarding Audit Committee financial experts is incorporated by reference to the caption “Election of Directors Whose Terms Expire in 2021” of our definitive Proxy Statement for the 2018 Annual Meeting of Shareholders.

Our executive officers serve for a term of one year from date of election to the next organizational meeting of the board of directors and until their respective successors are elected and qualified, except in the case of death, resignation or removal. Information concerning executive officers is contained in Part I of this report under the caption “Executive Officers of the Company.”

We have adopted a code of ethics and business conduct for all employees and directors, including the principal executive officer, other executive officers, principal finance officer and other finance personnel. A copy of the code of ethics is available free of charge on our Web site at http://www.nordson.com/en/our-company/corporate-governance. We intend to satisfy our disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our code of ethics and business conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on our Web site.

Item 11.  Executive Compensation

The information required by this Item is incorporated by reference to the “Executive Compensation Discussion and Analysis” section of the definitive Proxy Statement for the 2018 Annual Meeting of Shareholders, along with the sections captioned “Directors Compensation,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at October 31, 2017,” “Stock Option Exercises and Stock Vested Tables,” “Pension Benefits Table,” “Nonqualified Deferred Compensation” and “Potential Benefits Upon Termination” in our definitive Proxy Statement for the 2018 Annual Meeting of Shareholders.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers and Large Beneficial Owners” in our definitive Proxy Statement for the 2018 Annual Meeting of Shareholders.

Equity Compensation Table

The following table sets forth information regarding equity compensation plans in effect as of October 31, 2017:

 

Plan category

 

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

 

 

Weighted-average

exercise price of

outstanding options,

warrants and rights

 

 

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

first reporting column)

 

Equity compensation plans approved by

   security holders

 

 

1,922

 

 

$

70.08

 

 

 

2,900

 

Equity compensation plans not approved by

   security holders

 

 

 

 

 

 

 

 

 

Total

 

 

1,922

 

 

$

70.08

 

 

 

2,900

 

 

Item 13.  Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the caption “Review of Transactions with Related Persons” in our definitive Proxy Statement for the 2018 Annual Meeting of Shareholders.

Nordson Corporation 74


 

Item 14.  Principal Accou ntant Fees and Services

The information required by this Item is incorporated by reference to the caption “Fees Paid to Ernst & Young LLP” in our definitive Proxy Statement for the 2018 Annual Meeting of Shareholders.

 

 

Nordson Corporation 75


 

PAR T IV

Item 15.  Exhibits and Financial Statement Schedule

The following are filed as part of this report:

(a) 1. Financial Statements

The following financial statements are included in Part II, Item 8:

Consolidated Statements of Income for each of the three years in the period ended October 31, 2017

Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, 2017

Consolidated Balance Sheets as of October 31, 2017 and October 31, 2016

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, 2017

Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2017

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

(a) 2. Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended October 31, 2017.

No other consolidated financial statement schedules are presented because the schedules are not required, because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements, including the notes thereto.

(a) 3. Exhibits

The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.

 

Nordson Corporation 76


 

NORDSON CORPORATION

Index to Exhibits

(Item 15(a) (3))

 

Exhibit

Number

 

Description

(2)

 

Plan of Acquisition, Reorganization or Arrangement

2-a

 

Agreement and Plan of Merger, dated as of February 20, 2017, by and among Nordson Corporation, Viking Merger Corp., Vention Medical Holdings, Inc. and VMHI Rep Services, LLC (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-K dated April 5, 2017)**

2-b

 

First Amendment to Agreement and Plan of Merger, dated as of March 30, 2017, by and among Nordson Corporation, Viking Merger Corp., Vention Medical Holdings, Inc. and VMHI Rep Services, LLC (incorporated herein by reference to Exhibit 2.2 to Registrant’s Form 8-K dated April 5, 2017)

(3)

 

Articles of Incorporation and By-Laws

3-a

 

1989 Amended Articles of Incorporation

3-a-1

 

Certificate of Amendment to 1989 Amended Articles of Incorporation

3-b

 

1998 Amended Regulations (incorporated herein by reference to Exhibit 3-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)

(4)

 

Instruments Defining the Rights of Security Holders, including indentures

4-b

 

Amended and Restated Note Purchase and Private Shelf Agreement for $200 million between Nordson Corporation and New York Life Investment Management LLC dated as of September 30, 2016 (incorporated herein by reference to Exhibit 4-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)

4-e

 

Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)

4-g

 

Credit Agreement dated August 6, 2014 by and among Nordson Corporation, PNC Bank National Association and PNC Capital Markets LLC (incorporated herein by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014)

4-h

 

Second Amended and Restated Credit Agreement dated February 20, 2015 between Nordson Corporation and various financial institutions (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated February 26, 2015)

4-i

 

$200 million Term Loan Facility Agreement dated April 10, 2015 between Nordson Corporation and PNC Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015)

4-j

 

Master Note Purchase Agreement dated July 28, 2015 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015)

4-k

 

First Amendment and Joinder to Term Loan Agreement, dated as of March 31, 2017, by and among Nordson Corporation, the lenders party thereto and PNC Bank, National Association, as administrative agent and lender, and Term Loan Agreement, dated as of February 21, 2017, by and among Nordson Corporation, the lenders party thereto, PNC Bank, National Association, as lender and administrative agent, the joint lead arrangers and joint bookrunners party thereto, the co-syndication agents party thereto and the co-documentation agents party thereto (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated April 5, 2017)

(10)

 

Material Contracts

10-b-1

 

Nordson Corporation 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10-b-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*

10-b-2

 

Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-b-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-b-3

 

First Amendment to the Nordson Corporation 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016)

 

Nordson Corporation 77


 

NORDSON CORPORATION

Index to Exhibits

(Item 15(a) (3))

 

Exhibit

Number

 

Description

10-c

 

Resolution of Board of Directors Authorizing Execution of Indemnification Agreements (incorporated herein by reference to Exhibit 10-c to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*

10-c-1

 

Form of Indemnity Agreement between the Registrant and Directors, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*

10-c-2

 

Form of Indemnity Agreement between the Registrant and Executive Officers, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*

10-d-1

 

First Amendment to Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012)*

10-d-2

 

Nordson Corporation 2005 Excess Defined Contribution Benefit Plan*

10-d-3

 

Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-d-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-e-1

 

Second Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2012)*

10-e-2

 

Nordson Corporation 2005 Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*

10-e-3

 

Nordson Corporation 2005 Excess Defined Benefit Pension Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-e-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-g-1

 

Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan (incorporated herein by reference to Exhibit 10-g-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*

10-g-2

 

Nordson Corporation 2012 Stock Incentive and Award Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated March 4, 2013)*

10-g-3

 

Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award – Key Employees (as amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-g-4

 

Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award – Executive Officers (as amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-4 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-g-5

 

Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-5 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*

10-g-6

 

Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan, Form of Notice of Award (incorporated herein by reference to Exhibit 10-g-6 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*

10-g-7

 

Amended and Restated Nordson Corporation Directors’ Deferred Compensation Sub-Plan*

10-h

 

Assurance Trust Agreement between Nordson Corporation and Key Trust Company of Ohio, N.A. amended and restated as of January 22, 2014 (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2014)

10-h-1

 

Form of Change in Control Retention Agreement between the Registrant and Executive Officers (incorporated herein by reference to Exhibit 10-h-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-i

 

Compensation Committee Rules of the Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-i to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*

 

Nordson Corporation 78


 

NORDSON CORPORATION

Index to Exhibits

(Item 15(a) (3))

 

Exhibit

Number

 

Description

10-j

 

Compensation Committee Rules of the Nordson Corporation Amended and Restated Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-j to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*

10-m

 

Employment Agreement between Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 10-m to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2015) *

10-n

 

Employment Agreement (Change in Control Retention Agreement) between Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 10-n to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2015) *

10-o

 

Supplemental Retirement Agreement between the Registrant and Michael F. Hilton (incorporated herein by reference to Exhibit 10-o to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*

10-p

 

Stock Purchase Agreement by and among VP Acquisition Holdings, Inc., the Stockholders of VP Acquisition Holdings, Inc., the Optionholders of VP Acquisition Holdings, Inc., American Capital, Ltd., as Securityholder Representative, and Nordson Corporation dated as of July 15, 2011 (incorporated herein by reference to Exhibit 10-p to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)

10-q

 

Stock Purchase Agreement dated May 18, 2012 by and among Nordson Corporation and Bertram Growth Capital I, Bertram Growth Capital II, Bertram Growth Capital II-A, and EDI Holdings, Inc. (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)

10-r

 

Agreement and Plan of Merger by and among Xaloy Superior Holdings, Inc., Nordson Corporation, Buckeye Merger Corp. and Sellers’ Representative dated as of June 2, 2012 (incorporated herein by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012)

10-s

 

Sale and Purchase Agreement dated July 16, 2013 relating to Kreyenborg and BKG between Mr. Jan-Udo Kreyenborg, Kreyenborg Verwaltungen und Beteiligungen GmbH & Co. KG, Kreyenborg Verwaltungs-GmbH and Nordson Corporation (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2013)

10-u

 

Agreement and Plan of Merger by and among Avalon Laboratories Holding Corp., Nordson Medical Corporation, Arriba Merger Corp., American Capital Equity III, LP, as Securityholders’ Representative and for the limited purposes set forth herein, Nordson Corporation, dated as of August 1, 2014 (incorporated herein by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014)

(21)

 

Subsidiaries of the Registrant

(23)

 

Consent of Independent Registered Public Accounting Firm

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 CEO 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 CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99-a

 

Form S-8 Undertakings

101

 

The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income for the years ended October 31, 2017, 2016 and 2015, (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, 2017, 2016 and 2015 (iii) the Consolidated Balance Sheets at October 31, 2017 and 2016, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, 2017, 2016 and 2015, (v) the Consolidated Statements of Cash Flows for the years ended October 31, 2017, 2016 and 2015, and (vi) Notes to Consolidated Financial Statements.

 

 

 

*

Indicates management contract or compensatory plan, contract or arrangement in which one or more directors and/or executive officers of Nordson Corporation may be participants.

**

Certain exhibits and schedules have been omitted and the Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits and schedules upon request.

Nordson Corporation 79


 

Item 16. Form 10-K Summary

None.

Nordson Corporation 80


 

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

NORDSON CORPORATION

 

 

 

Date: December 15, 2017

By:

/s/ Gregory A. Thaxton

 

 

Gregory A. Thaxton

 

 

Senior Vice President, Chief Financial Officer

Nordson Corporation 81


 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gregory A. Thaxton as his or her true and lawful attorney-in-fact and agent with full power to act alone, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signatures

Title

Date

 

 

 

/s/ Michael F. Hilton

Director, President and Chief Executive Officer (Principal Executive Officer)

December 15, 2017

Michael F. Hilton

 

 

 

 

/s/ Gregory A. Thaxton

Senior Vice President, Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

December 15, 2017

Gregory A. Thaxton

 

 

 

 

/s/ Joseph P. Keithley

Chairman of the Board

December 15, 2017

Joseph P. Keithley

 

 

 

 

 

/s/ Lee C. Banks

Director

December 15, 2017

Lee C. Banks

 

 

 

 

 

/s/ Randolph W. Carson

Director

December 15, 2017

Randolph W. Carson

 

 

 

 

 

/s/ Arthur L. George, Jr.

Director

December 15, 2017

Arthur L. George, Jr.

 

 

 

 

 

/s/ Frank M. Jaehnert

Director

December 15, 2017

Frank M. Jaehnert

 

 

 

 

 

/s/ Michael J. Merriman, Jr.

Director

December 15, 2017

Michael J. Merriman, Jr.

 

 

 

 

 

/s/ Mary G. Puma

Director

December 15, 2017

Mary G. Puma

 

 

 

 

 

/s/ Victor L. Richey, Jr.

Director

December 15, 2017

Victor L. Richey, Jr.

 

 

Nordson Corporation 82


 

Schedule II – Valuation and Qu alifying Accounts and Reserves

 

 

 

Balance at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance

 

 

 

Beginning

 

 

Charged to

 

 

 

 

 

 

Currency

 

 

at End

 

 

 

of Year

 

 

Expense

 

 

Deductions

 

 

Effects

 

 

of Year

 

Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

4,487

 

 

 

1,014

 

 

 

773

 

 

 

(226

)

 

$

4,502

 

2016

 

$

4,502

 

 

 

1,867

 

 

 

945

 

 

 

111

 

 

$

5,535

 

2017

 

$

5,535

 

 

 

4,030

 

 

 

349

 

 

 

575

 

 

$

9,791

 

Inventory Obsolescence and Other Reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

$

26,744

 

 

 

9,487

 

 

 

6,741

 

 

 

(1,260

)

 

$

28,230

 

2016

 

$

28,230

 

 

 

6,719

 

 

 

6,096

 

 

 

471

 

 

$

29,324

 

2017

 

$

29,324

 

 

 

8,888

 

 

 

4,530

 

 

 

(542

)

 

$

33,140

 

 

 

Nordson Corporation 83

Exhibit 3-a

NORDSON CORPORATION

1989

AMENDED ARTICLES OF INCORPORATION

FIRST.  The name of the Corporation is NORDSON CORPORATION.

SECOND.  The place in the State of Ohio where its principal office is located is the City of Amherst, in Lorain County.

THIRD.  This Corporation operates for the purpose of creating long‑term benefits for all of its constituencies, including shareholders, customers, employees, and the communities in which it exists. In furtherance thereof, the Corporation is authorized:

(a)  To manufacture, to purchase, lease, or otherwise acquire, to hold and use, and to sell, lease, or otherwise dispose of, equipment, processes, methods, articles, products, and supplies connected with or relating to the application of thermoplastic adhesives used in packaging, product assembly, and other industrial processes;

(b)  To manufacture, to purchase, lease, or otherwise acquire, to hold and use, and to sell, lease, or otherwise dispose of equipment, processes, methods, articles, products, and supplies connected with or relating to the spraying, extrusion, or other handling and application of paints and other coating materials and substances;

(c)  To manufacture, to purchase, lease, or otherwise acquire, to hold and use, to sell, lease, or otherwise dispose of, and to deal in or with personal property of any description and any interest therein;

(d)  To purchase, lease, or otherwise acquire, to invest in, hold, use, and encumber, and to sell, lease, exchange, transfer, or otherwise equip, maintain, and operate structures and real property of any description and any interest therein;

(e)  To borrow money, to issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, and to guarantee and secure obligations of any person, all to the extent necessary, useful, or conducive to carrying out any of the purposes of the Corporation;

(f)  To invest its funds in any shares or other securities of another corporation, business or undertaking or of a government, governmental authority, or governmental subdivision; and

(g)  To do whatever is deemed necessary, useful, or conducive to carrying out any of the purposes of the Corporation and to engage in any lawful activity for which corporations may be formed under the Ohio General Corporation Law.

FOURTH.  The authorized number of shares of the Corporation is 90,000,000, consisting of 10,000,000 Preferred Shares, without par value (the "Preferred Shares"), and 80,000,000 Common Shares, without par value (the "Common Shares").

DIVISION A  Express Terms of Preferred Shares

1.   Preferred Shares .  With respect to the Preferred Shares, the Directors, without any further action by the shareholders, may, at any time and from time to time, adopt an amendment or amendments to the Articles of Incorporation of the Corporation, in respect of any Preferred Shares which constitute unissued or treasury shares at the time of such adoption, for the purpose of dividing any or all of such Preferred Shares into such series as the Directors shall determine, each of which series shall bear such distinguishing designation as the Directors shall


determine and, within the limitations prescribed by the provisions of the Ohi o General Corporation Law, fix the express terms of any such series of Preferred Shares, which may include statements specifying:

(a)  Dividend rights, which may be cumulative or non‑cumulative, at a specified rate, amount, or proportion, with or without further participation rights, and in preference to, junior to, or on a parity in whole or in part with dividend rights of shares of any other class or series:

(b)  Liquidation rights, preferences, and price;

(c)  Redemption rights and price or prices, if any;

(d)  Sinking fund requirements, if any, which may require the Corporation to provide a sinking fund out of earnings or otherwise for the purchase or redemption of such shares or for dividends thereon;

(e)  Voting rights, which may be full (not more, however, than one vote per share), limited, or denied, except as otherwise required by law;

(f)  Conversion rights, if any, and the conversion rate or rates or price or prices and the adjustments thereof, if any, and all other terms and conditions upon which conversions may be made; and

(g)  Restrictions on the issuance of shares of any class or series of the Corporation.

DIVISION B  Express Terms of Common Shares

1.  The Common Shares shall be subject to the express terms of the Preferred Shares and any series thereof. Each Common Share shall be equal to every other Common Share.  The holders of Common Shares shall be entitled to one vote for each share held by them upon all matters presented to the shareholders.

2.  No holder of Common Shares, as such, shall have any pre‑emptive right to purchase or subscribe for shares of the Corporation, of any class, or other securities of the Corporation, of any class, whether now or hereafter authorized.

FIFTH.  The Corporation, by action of its Directors, and without action by its shareholders, may purchase its own shares, of any class or series, in accordance with the provisions of the Ohio General Corporation Law, either in the open market or at public or private sale, in such manner and amounts, from such holder or holders of outstanding shares of the Corporation, and at such prices as the Directors shall from time to time determine, subject, however, to such limitation or restriction, if any, as may be contained in the express terms of any class or series of shares of the Corporation outstanding at the time of such purchase.

SIXTH.   Fair Price or Supermajority Vote Provision .

1.   Voting Requirement .  Unless both the fair price requirement set forth in paragraph 2 and the other conditions set forth in paragraph 3 have been satisfied, the affirmative vote of the holders of 80% of all outstanding shares of the Corporation entitled to vote in elections of directors, voting together as a single class, shall be required for the authorization or approval of any of the following transactions:

(a)   Merger or Consolidation .  The merger or consolidation of the Corporation or any of its subsidiaries with or into an interested shareholder (as hereinafter defined).

(b)   Disposition of Assets .  The sale, lease, pledge, or other disposition, in one transaction or in a series of transactions, from the Corporation or any of its subsidiaries to an interested shareholder, or from an interested shareholder to the Corporation or any of its subsidiaries, of assets having an aggregate fair market value (as hereinafter defined) of $1,000,000 or more.


(c)   Issuance or Transfer of Securities .  The issuance, sale, or other transfer, in one transaction or in a series of transactions, by the Corporation or any of its subsidiaries to an interested sha reholder, or by an interested shareholder to the Corporation or any of its subsidiaries, of securities for cash or other consideration having an aggregate fair market value of $1,000,000 or more.

(d)   Liquidation or Dissolution .  The liquidation or dissolution of the Corporation proposed by an interested shareholder.

(e)   Reclassification or Recapitalization .  The reclassification of securities, recapitalization of the Corporation, or other transaction that has the effect of increasing the proportionate share of any class of outstanding securities of the Corporation or any of its subsidiaries beneficially owned (as hereinafter defined) by an interested shareholder or of otherwise diluting the position of any shareholder of the Corporation in comparison with the position of an interested shareholder.

(f)   Other Transactions .  Any other transaction or series of transactions that is similar in purpose or effect to those referred to in clauses (a) through (e) of this paragraph 1.

This voting requirement shall apply even though no vote, or a lesser percentage vote, may be required by law, by any other provision of these Articles of Incorporation, or otherwise.  The term "business combination", as used in this Article, means any of the transactions referred to in clauses (a) through (f) of this paragraph 1.

2.   Fair Price Requirement .  The fair price requirement will be satisfied if the consideration to be received in the business combination by the holders of the Corporation's Common Shares and Preferred Shares, and by the Corporation or any of its subsidiaries, as the case may be, meets the following tests:

(a)   Amount of Consideration to Be Received by Shareholders .  If any holder of the Corporation's Common Shares or Preferred Shares, other than an interested shareholder, is to receive consideration in the business combination for any of the shares, the aggregate amount of cash and fair market value of any other consideration to be received per share may not be less than the sum of ‑ -

(A)  the greater of (i) the highest per share price, including commissions, paid by the interested shareholder for any shares of the same class or series during the two-year period ending on the date of the most recent purchase by the interested shareholder of any such shares, (ii) the highest sales price reported for shares of the same class or series traded on a national securities exchange or in the over‑the‑counter market during the one year period preceding the first public announcement of the pro‑posed business transaction, or (iii) in thecase of Preferred Shares, the amount of the per share liquidation preference; plus

(B)  interest on the per share price calculated at the prime rate for unsecured short‑term loans in effect at AmeriTrust Company, Cleveland, Ohio, on the date on which the interested shareholder first became an interested shareholder, compounded annually from that date until the business combination is consummated, less the per share amount of cash dividends payable to holders of record on record dates in the interim, up to the amount of such interest.

For purposes of this clause (a), per share amounts will be adjusted for any stock dividend, stock split, or similar transaction.

(b)   Form of Consideration to Be Received by Shareholders .  The consideration to be received by holders of the Corporation's Common Shares or Preferred Shares must be in cash or in the same form as was previously paid by the interested shareholder for shares of the same class or series; if the interested shareholder previously paid for such shares with different forms of consideration, the consideration to be received by the holders of the shares must be in cash or in the same form as was previously paid by the interested shareholder for the largest number of shares previously acquired by it.  The provisions of this clause (b) are not intended to diminish the aggregate amount of cash and fair market value of any other consideration that any holder of the Corporation's Common Shares or


Preferred Shares is otherwise entitled to receive upon the liquidation or dissolution of the Corporation, under the terms of any contract with the Corporation or an interested shareholder, or otherwise.

(c)   Consideration to Be Received by the Corporation or Any of Its Subsidiaries .  If the Corporation or any of its subsidiaries is to receive consideration in the business combination, the consideration to be received must be fair to the Corporation or its subsidiaries, as determined by the continuing directors (as hereinafter defined).

3.   Other Conditions .  The other conditions will be satisfied if, from the time the interested shareholder became an interested shareholder until the completion of the business combination, each of the following has at all times been and continues to be true:

(a)   Continuing Directors .  The Corporation's Board of Directors has included at least five continuing directors.  The term "continuing director", as used in this Article, means an individual who (i) either was a director of the Corporation at the time the interested shareholder became an interested shareholder or was subsequently nominated or elected by the other continuing directors and (ii) is not an affiliate or associate (as hereinafter defined) of the interested shareholder.  All actions required or permitted to be taken by the continuing directors under this Article shall be taken by the unanimous written consent of all continuing directors or by the vote of a majority of the continuing directors at a meeting convened upon such notice as would be required for a meeting of the full Board of Directors.

(b)   No Acquisition of Additional Shares .  The interested shareholder has not become the beneficial owner (as hereinafter defined) of any additional Common Shares or Preferred Shares of the Corporation, except (i) as part of the transaction that resulted in the interested shareholder becoming an interested shareholder, (ii) upon conversion of securities previously acquired by it, or (iii) pursuant to a stock dividend or stock split.

(c)   No Special Benefits to the Interested Shareholder .  The interested shareholder has not received, directly or indirectly, the benefit (except proportionately as a shareholder) of any loan, advance, guaranty, pledge, or other financial assistance, tax credit or deduction, or other benefit from the Corporation or any of its subsidiaries.

(d)   Proxy Statement .  A proxy or information statement describing the business combination and complying with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations under it (or any subsequent provisions replacing that Act and the rules and regulations under it) has been mailed at least 30 days prior to the completion of the business combination to the holders of all outstanding shares of the Corporation entitled to vote in elections of directors, whether or not shareholder approval of the business combination is required.  If deemed advisable by the continuing directors, the proxy or information statement shall contain a recommendation by the continuing directors as to the advisability (or inadvisability) of the business combination and/or an opinion by an investment banking firm, selected by the continuing directors and retained at the expense of the Corporation, as to the fairness (or unfairness) of the business combination to holders of the Corporation's Common Shares or Preferred Shares other than the interested shareholder.

(e)   No Omission or Reduction of Dividends .  Except to the extent approved by the continuing directors, there has been no (i) failure to pay in full, when and as due, any dividends on the Corporation's Preferred Shares or (ii) failure to pay or reduction in the annual rate of dividends on the Corporation's Common Shares, whether directly or indirectly through a reclassification, recapitalization, or otherwise.

(f)   No Change in Business or Capital Structure .  Except to the extent approved by the continuing directors, there has been no material change in (i) the nature of the business conducted by the Corporation and its subsidiaries or(ii) the capital structure of the Corporation, including but not limited to any change in the number of outstanding Common Shares, the number and series of any outstanding Preferred Shares, and the types and aggregate principal amount of any outstanding debt securities, except for changes resulting from the exercise of previously issued options, warrants, or other rights, the conversion of previously issued shares, the issuance of previously authorized debt securities,and the mandatory redemption or retirement of debt securities in accordance with their terms.


4.   Definitions .  As used in this Article Sixth:

(a)  " Affiliate" and "Associate" .  The terms "affiliate" and "associate" have the meanings ascribed to them in Rule 12b‑2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as in effect on February 21, 1984.

(b)   "Beneficial Ownership" .  A person or entity is deemed to "beneficially own" shares if, directly or indirectly through any contract, understanding, arrangement, relationship, or otherwise, that person or entity has or shares (i) the power to vote or to dispose, or to direct the voting or disposition, of the shares or (ii) the right to acquire the shares pursuant to any contract or arrangement, upon the exercise of any option, warrant, or right, upon the conversion of any other shares, upon revocation of a trust, or otherwise.  The person or entity is also deemed to "beneficially own" shares that are beneficially owned by affiliates and associates of that person or entity.

(c)   "Business Combination" .  The term "business combination" has the meaning ascribed to it in paragraph 1 of this Article.

(d)   "Continuing Directors ".  The term "continuing directors" has the meaning ascribed to it in clause (a) of paragraph 3 of this

Article.

(e)   "Fair Market Value" .  The term "fair market value" means, (i) in the case of securities listed on a national securities exchange or quoted in the National Association of Securities Dealers Automated Quotation Systems (NASDAQ), the highest sales price reported for securities of the same class or series traded on the national securities exchange or in the over-the‑counter market during the preceding 30‑day period, or if no such report or quotation is available, the value determined by the continuing directors, and (ii) in the case of other securities and of consideration other than securities or cash, the value determined by the continuing directors.

(f)   "Interested Shareholder" .  The term "interested shareholder" means any person or entity that, together with its affiliates and associates, is at the time of, or has been within the two‑year period immediately prior to, the consummation of a business combination the beneficial owner of shares having at least 20% of the aggregate voting power of all outstanding shares of the Corporation entitled to vote in elections of directors. The term "interested shareholder", for purposes of the requirements and conditions of this Article, also includes the affiliates and associates of the interested shareholder. Notwithstanding the foregoing, the Corporation and its subsidiaries, and any profit‑sharing, employee stock ownership, employee pension, or other employee benefit plan of the Corporation or any subsidiary, are not deemed to be "interested shareholders".

5.   No Effect on Fiduciary Obligations of Interested Shareholders .  Nothing contained in this Article shall be construed to relieve any interested shareholder from any fiduciary obligations imposed by law.

6.   Amendment, Repeal, etc.   Notwithstanding any other provision of these Articles of Incorporation or the Regulations of the Corporation (and notwithstanding the fact that a lesser percentage may be required by law, these Articles of Incorporation, or the Regulations of the Corporation), the affirmative vote of the holders of 80% of the outstanding shares of the Corporation entitled to vote in elections of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Sixth.

SEVENTH.  These 1989 Amended Articles of Incorporation supersede the existing 1986 Amended Articles of Incorporation of the Corporation.

Exhibit 3-a-1

 

NORDSON CORPORATION

 

CERTIFICATE OF AMENDMENT

TO

1989 AMENDED

ARTICLES OF INCORPORATION

 

 

THOMAS L. MOORHEAD, Vice President – Law, and WILLIAM D. GINN, Secretary, of Nordson Corporation, an Ohio corporation (the “Corporation”), hereby certify that the following resolution amending the Corporation’s 1989 Amended Articles of Incorporation for the purpose of increasing the number of authorized Common Shares from 80,000,000 to 160,000,000 was adopted at a meeting of the shareholders of the Corporation duly called and held on March 10, 1992 at which a quorum of shareholders was present in person or by proxy, with the affirmative vote of holders of shares entitling them to exercise two-thirds of the voting power of the Corporation on such proposal:

 

“RESOLVED, that Article FOURTH of the Corporation’s 1989 Amended Articles of Incorporation be amended by deleting it in its entirety and replacing it with the following:

 

FOURTH.  The authorized number of shares of the Corporation is 170,000,000, consisting of 10,000,000 Preferred Shares, without par value (the “Preferred Shares”), and 160,000,000 Common Shares, without par value (the “Common Shares”).

 

IN WITNESS WHEREOF, Thomas L. Moorhead, Vice President – Law, and William D. Ginn, Secretary, of the Corporation have signed their names on March 25, 1992.

 

 

 

 

 

 

 

 

Thomas L. Moorhead, Vice

 

 

 

President – Law

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William D. Ginn, Secretary

 

 

 

Exhibit 10-d-2

NORDSON CORPORATION

2005 EXCESS DEFINED CONTRIBUTION RETIREMENT PLAN

Nordson Corporation hereby establishes, effective as of January 1, 2005, the Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (“Plan”), to supplement the retirement benefits of certain salaried employees, designated by the Compensation Committee of the Board of Directors (the “Compensation Committee”) as permitted by Section 3(36) of the Employee Retirement Income Security Act of 1974 (“ERISA”), with respect to compensation earned for services performed by such employees for the Company or vested after December 31, 2004.  The Nordson Corporation Excess Defined Contribution Plan established effective as of November 1, 1985, and amended and restated in its entirety effective as of November 1, 1987 (the “1985 Plan”) supplements the retirement benefits of such employees with respect to compensation earned for services performed for the Company and vested prior to January 1, 2005.  No provisions of this Plan shall alter, affect, or amend any provisions of the 1985 Plan applicable to compensation earned, deferred, and vested on or before December 31, 2004.

 

ARTICLE I

DEFINITIONS

1.1 Definitions.  The following words and phrases shall have the meanings indicated, unless a different meaning is plainly required by the context:

(a) The term “Company” shall mean Nordson Corporation, an Ohio corporation, its corporate successors and the surviving corporation resulting from any merger of Nordson Corporation with any other corporation or corporations.

(b) The term “Employee” shall mean any person employed by the Company on a salaried basis who is designated by the Compensation Committee to participate in the Plan and who has not waived participation in the Plan.

(c) The term “Plan” shall mean the excess defined contribution retirement Plan as set forth herein, together with all amendments hereto, which Plan shall be called the “Nordson Corporation 2005 Excess Defined Contribution Retirement Plan.”

(d) The term “Employees’ Savings Trust Plan” shall mean the Nordson Employees’ Savings Trust Plan in effect on the date of an Employee’s retirement, death or other termination of employment.

(e) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.  Reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

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(f) The term “Non-Union ESOP” shall mean the Nordson Corporation Non-Union Employees Stock Ownership Plan and Trust in effect on the date of an Employee’s retirement, death, or other termination of employment.

(g) The term “Compensation” of an Employee for any period shall mean compensation as determined under the Employees’ Savings Trust Plan or the Non-Union ESOP, as the case may be, increased, however, by amounts deferred to any non-qualified deferred compensation plan in which the Employee participates.

1.2 Additional Definitions.  All other words and phrases used herein shall have the meanings given them in the Employees’ Savings Trust Plan, unless a different meaning is clearly required by the context.

 

ARTICLE II

excess retirement benefit

2.1 Eligibility.  An Employee who is a Participant in the Employees’ Savings Trust Plan and or the Non-Union ESOP whose benefits under either Plan have been limited by Section 401(a)(17), Section 401(k)(3), Section 401(m), Section 402(g)(1) or Section 415 of the Code, including limitations on tax-deferred and employer-matching contributions, shall be eligible for an excess retirement benefit determined by Section 2.2; provided, however, that an Employee who is a participant in the 2005 Nordson Corporation Deferred Compensation Plan with respect to any year shall not be entitled to an excess retirement benefit under this Plan with respect to such year.  In addition, in the event that the Tax Deferred Contributions of an eligible Employee under the Employees’ Savings Trust Plan are limited by the provisions of Section 401(a)(17), Section 401(k)(3), Section 415 or 402(g)(1) of the Code, such eligible Employee may elect to defer payment of a portion of his compensation under this Plan to make up for that portion of his compensation that otherwise could have been made as Tax Deferred Contributions but for these limitations.  The deferred payment election shall be made in writing by the eligible Employee and delivered to the Company prior to the beginning of a Plan Year.  The election shall be irrevocable until the first day of the next Plan Year.  Notwithstanding any of the foregoing, any reference in Section 2.1 and 2.2 hereunder to the limitations imposed by Section 402(g)(1) of the Code shall automatically include any amendments to such limitation to reflect cost of living increases.

2.2 Amount.  The excess retirement benefit payable to an eligible Employee or his beneficiary shall be an amount equal to the sum of:

(a) the amount, if any, of the limited contributions an eligible Employee elected to defer in Section 2.1;

(b) an amount that, when added to the vested interest of such Employee in Employer Matching Contributions under the Employees’ Savings Trust Plan, equals the value his vested interest in Employer Matching Contributions would have been on the date distribution commences under the Employees’ Savings Trust Plan if the limitations of Section 401(a)(17), Section 401(k)(3), Section

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401(m), Section 415, and Section 402(g)(1) of the Code had not been in effect; plus

(c) an amount, if any, equal to the value of the vested interest an eligible Employee would have been entitled to receive under the Non-Union ESOP if the limitations of Section 401(a)(17) or Section 415 of the Code had not been in effect.

In determining the value that an eligible Employees’ interest under the Employees’ Savings Trust Plan would have been if the limitations of Section 401(a)(17), Section 401(k)(3), Section 401(m), Section 415, and Section 402(g)(1) of the Code had not been in effect; as described in (b) above, it shall be assumed that:

(i) his Tax Deferred Contributions and his Employer Matching Contributions under the Employees’ Savings Trust Plan were deposited on the dates such contributions otherwise would have been made to the Employees’ Savings Trust Plan and held in the guaranteed income contract maintained as part of the Guaranteed Fund that holds the largest amount of assets from the Employees’ Savings Trust Plan for such year; and

(ii) the interest rate actually paid with respect to such guaranteed income contract under the Guaranteed Fund for the Employees’ Savings Trust Plan was paid with respect to the contributions that would otherwise have been made under the Plan; and

(iii) such interest was reinvested in the Guaranteed Fund for the Employees’ Savings Trust Plan for the Employees’ Savings Trust Plan on the date and in the same manner as actual interest under the Guaranteed Fund.

In determining the value that an eligible Employee’s interest under the Non-Union ESOP would have been if the limitations of Section 401(a)(17) and Section 415 of the Code had not been in effect as described in (c) above, it shall be assumed that his Employer contributions under the Non-Union ESOP, if any, were deposited on the dates such contributions otherwise would have been made to the Non-Union ESOP, and invested and reinvested in Company stock in the same manner and at the same time as the actual assets under the Non-Union ESOP during such period.

2.3 Payments.  All payments under the Plan to an eligible Employee or his beneficiary shall be made by the Company from its general assets.  The payment of the excess retirement benefits hereunder shall be made in a lump sum as soon as administratively feasible, but not more than seven months, after the Employee’s separation from service with the Company.  In no event, however, shall the payment of a benefit under this Plan with respect to a “key employee” of the Company, within the meaning of Section 416(i)(1) of the Code, be made within six months following his separation from service with the Company, except in the event of death.  The payment of excess retirement benefits hereunder that are attributable to amounts described in Section 2.2 (a) and (b) hereof shall be payable in cash, whereas payment of any excess retirement benefits hereunder that are attributable to amounts described in Section 2.2 (c) hereof shall be payable only in shares in Company stock.

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2.4 Withdrawals.  An Employee, upon demonstration of financial hardship to the Compensation Committee, may withdraw from a Plan an amount in cash not to exceed the lesser of $5,000.00 or fifty (50%) percent of the Employee’s benefit in the Plan which is attributable to amounts described in Section 2.2(a) and (b) hereof.  An Employee shall be limited to one withdrawal in any one Plan Year as such is defined in the Employees’ Savings Trust Plan; provided, however, that the amount of the withdrawal may not exceed the amount necessary to satisfy the financial hardship plus amounts necessary to pay taxes reasonably anticipated as a result of the withdrawal, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Employee’s assets (to the extent such liquidation would not itself cause severe financial hardship).  The term “financial hardship” shall mean any extraordinary or unforeseeable need for funds arising from events beyond the Employee’s control that meets the definition of an “unforeseeable emergency” within the meaning of Section 409A(a)(2)(B)(ii) of the Code.

 

ARTICLE III

ADMINISTRATION

The Compensation Committee shall be responsible for the general administration of the Plan, for carrying out its provisions, and for determining the amount of any required excess benefit payments, and shall have powers necessary to administer and carry out the Plan.  Actions taken and decisions made by the Compensation Committee shall be final and binding upon all interested parties.  In accordance with the provisions of Section 503 of ERISA, the Compensation Committee shall provide a procedure for handling claims for benefits under the Plan.  The procedure shall be in accordance with regulations issued by the Secretary of Labor and provide adequate written notice within a reasonable period of time with respect to a claim denial.  The procedure shall also provide for a reasonable opportunity for a full and fair review by the Compensation Committee of any claim denial.  The Compensation Committee shall be the “administrator” for purposes of ERISA.

 

ARTICLE IV

AMENDMENT AND TERMINATION

The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors.  No such action shall however adversely affect any Employee or his beneficiary who is receiving excess retirement benefits under the Plan, unless an equivalent benefit is provided under another Plan or program sponsored by the Company.  The Company specifically reserves the right to amend the Plan to conform the provisions of the Plan to the guidance issued by the Secretary of the Treasury with respect to Section 409A of the Code, in accordance with such guidance.

 

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ARTICLE V

MISCELLANEOUS

5.1 Non-Alienation of Retirement Rights or Benefits.  An Employee or beneficiary is not permitted to assign, transfer, alienate or otherwise encumber the right to receive payments under the Plan.  Any attempt to do so or to permit the payments to be subject to garnishment, attachment or levy of any kind will permit the Company to make payments directly to and for the benefit of the Employee, his beneficiary or any other person.  Each such payment may be made without the intervention of a guardian.  The receipt of the payee shall constitute a complete acquittance to the Company with respect to the payment.  The Company shall have no responsibility for the proper application of any payment.

5.2 Incapacity.  The Company shall be permitted to make payments in the same manner as provided for in Section 5.1 if in the judgment of the Compensation Committee, an Employee or his beneficiary is incapable of attending to his financial affairs.

5.3 Plan Non-Contractual.  This Plan shall not be construed as a commitment or agreement on the part of any person employed by the Company to continue his employment with the Company, nor shall it be construed as a commitment on the part of the Company to continue the employment or the annual rate of compensation of any such person for any period.  All Employees shall remain subject to discharge to the same extent as if the Plan had never been established.

5.4 Interest of Employee.  The obligation of the Company under the Plan to provide an Employee or his beneficiary with an excess retirement benefit merely constitutes the unsecured promise of the Company to make payments as provided herein.  No person shall have any interest in, or a lien or prior claim upon, any property of the Company.

5.5 Controlling Status.  No Employee or beneficiary shall be eligible for a benefit under the Plan unless such Employee is an Employee on the date of his retirement, death, or other termination of employment.

5.6 Claims of Other Persons.  The provisions of the Plan shall in no event be construed as giving any person, firm or corporation any legal or equitable right as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

5.7 No Competition.  The right of any Employee or his beneficiary to an excess retirement benefit will be terminated, or, if payment thereof has begun, all further payments will be discontinued and forfeited in the event the Employee or his beneficiary at any time subsequent to the effective date hereof:

(a) wrongfully discloses any secret process or trade secret of the Company or any of its subsidiaries, or

(b) becomes involved directly or indirectly as an officer, trustee, employee, consultant, partner, or substantial shareholder, on his own account or in any other capacity, in a business venture that within the two-year period following his

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retirement or termination of employment, the Compensation Committee determines to be competitive with the Company.

5.8 Severability.  The invalidity or unenforceability of any particular provision of the Plan shall not effect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted therefrom.

5.9 Governing Law.  The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio.

5.10 No Acceleration of Benefits.  The acceleration of the time or schedule of any payment under the Plan is not permitted, except as provided in regulations by the Secretary of the Treasury.

5.11 Compliance with Section 409A of the Code.  The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code, for compensation earned, vested, or deferred after December 31, 2004.  Notwithstanding any provisions of the Plan or any election form to the contrary, no otherwise permissible election under the Plan shall be given effect that would result in the taxation of any amount under Section 409A of the Code.  To the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Compensation Committee, an Employee may be permitted to terminate participation in the Plan or cancel an election with respect to deferral elections made under the Plan prior to January 1, 2005.

 

EXECUTED this _____________ day of _________________, 2004.

 

 

NORDSON CORPORATION

 

 

 

 

 

 

 

By:

 

 

Title:

 

 

 

6

Exhibit 10-g-7

 

NORDSON CORPORATION
DIRECTORS’ DEFERRED COMPENSATION SUB-PLAN

( AMENDED AND RESTATED AS OF NOVEMBER 1, 2017 )

 

The Nordson Corporation Directors’ Deferred Compensation Sub-Plan (“ Sub-Plan ”) has been established as a sub-plan under the Nordson Corporation 2012 Stock and Incentive Award Plan (“ Stock Incentive Plan ”).  The Sub-Plan is a successor to the 2005 Nordson Corporation Directors’ Deferred Compensation Plan (the “ 2005 Plan ”), which terminated in its entirety effective on the date that the Company’s shareholders approved the Stock Incentive Plan, February 26, 2013, (provided that all outstanding awards under the 2005 Plan as of the date of such shareholder approval shall remain outstanding and shall be administered and settled in accordance with the terms of the 2005 Plan, except as otherwise provided herein).  The Sub-Plan is hereby amended and restated as set forth herein, effective as of November 1, 2017 (the “ Restatement Date ”).

 

1.

Definitions .  Capitalized terms used in the Sub-Plan but not defined herein shall have the same meanings as defined in the Stock Incentive Plan.  In addition to those terms and the terms defined in the preamble hereof, the following terms shall have the meanings set forth below, unless a different meaning is clearly required by the context:  

 

 

(a)

Directors’ Compensation ” means all or a portion of the fees (including quarterly retainer fees, meeting fees, stock awards and such special or other fees as may be authorized by the Board of Directors, but excluding Stock Options) paid to the Directors by reason of their serving on the Board and, if applicable, on Committees of the Board.

 

 

(b)

Fair Market Value ” as of any date means the closing sale price per Share as reported in the NASDAQ Global Select Market on that date, or if the Market is closed, on the next preceding trading day during which a sale occurred.

 

 

(c)

Separation from Service ” means a Director’s “separation from service” with the Company within the meaning of Code Section 409A.

 

 

( d )

Stock Equivalent Units ” mean stock equivalent units granted under Section 10 of the Stock Incentive Plan.  

 

2.

Directors’ Compensation .  Each Director will have the option to defer his or her Directors’ Compensation that is paid in the form of cash and have it either (i) credited to an account maintained for him or her by the Company for payment in cash or (ii) allocated to an account maintained for him or her by the Company as Stock Equivalent Units.   Each Director will have the option to elect to defer pursuant to this Sub-Plan the delivery of Shares earned pursuant to Restricted Share Unit Awards, and to the extent the Restricted Share Units become vested, they will be allocated at the time of vesting to an account maintained for him or her by the Company as Stock Equivalent Units.  


 

3.

Elections to Defer Directors’ Compensation .

 

 

(a)

Time of Election .  

 

(i) Any person who is appointed to fill a vacancy on the Board, or is newly elected as a Director, may elect on a form provided by the Company (which may be electronic) and within thirty days (or such shorter period as specified by the Company) after the commencement of his or her term as a Director to defer the receipt of all or a specified portion of his or her Directors’ Compensation payable in the form of cash and earned for services performed for the balance of the year in which the election is made, and, for any such election made on or after the Restatement Date, such person may elect the form of payment of deferrals credited to his or her account for such year in accordance with Section 5(a) of the Sub-Plan.  

 

(ii) Except as otherwise provided below, an election to defer the delivery of Shares earned pursuant to a Restricted Share Unit Award must be made by a Director on a form provided by the Company (which may be electronic) and no later than December 31 (or such earlier date as specified by the Company) of the calendar year next preceding the year in which the applicable Award may be granted.  Notwithstanding the foregoing, with respect to any Award that qualifies as “fiscal year compensation” as defined under Code Section 409A, a Director may elect to defer such Award in accordance with this Sub-Plan on a form provided by the Company (which may be electronic) and no later than the close of the Company’s fiscal year (or such earlier date as specified by the Company) next preceding the first day of the first fiscal year for which such Award would otherwise be earned.  In either case, for any such election made with respect to any such Award granted during a fiscal year commencing on or after the Restatement Date, such Director may elect the form of payment of deferrals credited to his or her account in accordance with Section 5(a) of the Sub-Plan.

 

 

(b)

Duration of an Election .  An election to defer Directors’ Compensation or Restricted Share Units will be irrevocable with respect to the applicable calendar year or fiscal year for which it is made and will continue from calendar year to calendar year (or from fiscal year to fiscal year, in the case of “fiscal year compensation” deferred in accordance with this Sub-Plan) until a Director terminates or modifies the election prospectively by a later election on a form provided by the Company (which may be electronic), but, in the event of a termination, the amount theretofore deferred will not be paid to the Director until the date or dates determined in accordance with Section 5.  Any such termination or modification of an election by a later election shall be effective as of the first day of the calendar year (or fiscal year, in the case of “fiscal year compensation”

2

 


 

deferred in accordance with this Sub-Plan) next following the year in whi ch such election is made.

 

 

(c)

Election to Defer Less than All Directors’ Compensation .  In the event that any Director elects to defer less than all of the Directors’ Compensation payable to him or her in cash for any period, the Company will first pay the non-deferred portion of the Directors’ Compensation to the Director in cash and will only commence to defer his or her Directors’ Compensation, whether as cash or as Stock Equivalent Units, at such time as the entire non-deferred portion has been paid to the Director in cash.

 

4.

Election of Cash or Stock Equivalent Units; Deferral of Restricted Share Units .

 

 

(a)

Designation as Cash or Stock Equivalent Units .  At the time that each Director makes an election to defer the receipt of all or a specified portion of his or her Directors’ Compensation paid in the form of cash, the Director will designate whether the amount of the cash compensation he or she elects to defer will be credited to his or her account as cash or allocated as Stock Equivalent Units.  With respect to an election to defer Restricted Share Units, any deferral will be in the form of Restricted Share Units, which when vested will be allocated to an account maintained for him or her by the Company as Stock Equivalent Units.  

 

 

(b)

Change of Designation from Cash to Stock Equivalent Units .  Each Director who previously designated cash may at any time elect to have his or her designation changed from cash to Stock Equivalent Units (but not from Stock Equivalent Units to cash) and all or a portion of the amounts credited to his or her account for payment in cash converted to Stock Equivalent Units; provided that the Director complies with the Company’s insider trading policy, including pre-clearance procedures and consideration of Section 16(b) of the Exchange Act.  Upon making such an election, all or the designated portion of the amounts credited to a Director’s account for payment in cash will be converted into Stock Equivalent Units based on the Fair Market Value of the Shares at the date of conversion.

 

 

(c)

Cash Credits .  The Company will maintain an account for each Director who elects to defer Directors’ Compensation to be paid in cash and will credit his or her account (i) on the last day of each quarter with the amount of cash compensation he or she elects to defer which otherwise would have been paid to him or her during the quarter, and (ii) on the last day of each quarter with interest on the balance in this attributable to cash credits at a rate equal to the rate of interest of Ten Year Treasury Securities as reported in the Federal Reserve Bank Constant Maturity Series H‑15 Report for the last business day of the quarter, paid on the average daily balance in the account during the quarter.  To the extent that a Director’s account is credited with cash, the Director shall receive distributions under this Sub-Plan in cash.

 

3

 


 

(d)

Stock Equivalent Units .   The Company will maintain an account for each Director who elects to defer Directors Compensation as Stock Equivalent Units.  After a Director makes such an election, the Company will credit his or her account (i) on the last day of each fiscal quarter with a number of Stock Equivalent Units equal to the quotient of the amount of a Director s Compensation he or she elects to defer which otherwise would have been paid to him or her divided by the Fair Market Value of the Share s on that day; and (i i) on dividend payment dates with an additional number of Stock Equivalent Units equal to the product of the number of Stock Equivalent Units credited to this account on the record date multiplied by a fraction, the numerator of which is the amount of the dividend per Share and the denominator of which is the Fair Market Value of the Share s on the dividend payment date. To the extent that a Director ’s account is credited with Stock Equivalent Units , the Director shall receive distributions under this Sub-Plan in Share s.

 

(e)

Restricted Share Units .  The Company will maintain an account for each Director who elects to defer Restricted Share Units.  After a Director makes such an election, the Company will credit his or her account with the number of Restricted Share Units deferred as of the date that the Restricted Share Units were otherwise granted.  On dividend payment dates, the Company will credit his or her account with an additional number of Restricted Share Units equal to the product of the number of Restricted Share Units credited to this account on the record date multiplied by a fraction, the numerator of which is the amount of the dividend per Share and the denominator of which is the Fair Market Value of the Shares on the dividend payment date. Upon the vesting of the Restricted Share Units, the Company will credit the Director’s account with a number of Stock Equivalent Units equal to the number of vested Restricted Share Units in the Director’s account, including the additional Restricted Share Units representing dividends paid during the restriction period, and the vested Restricted Share Units will be cancelled.

 

 

( f )

Subject to Claims of General Creditors .  All Directors’ Compensation and Restricted Share Units deferred and amounts credited to accounts as cash, Stock Equivalent Units or Restricted Share Units under the terms of this Section 4 will remain part of the assets of the Company and will be subject to the claims of its general creditors.  Without limiting the foregoing, Directors’ account balances under the Sub-Plan shall at all times be bookkeeping entries only and shall not represent any investments made on any Director’s behalf by the Company.

 

5. Distribution .

 

 

(a)

Normal Distribution .  

 

(i) To the extent attributable to deferrals of Directors’ Compensation or Restricted Share Units for calendar years (or, with respect to any Award that qualifies as “fiscal year compensation” as defined under Code Section 409A,

4

 


fiscal years) commencing prior to the Restatement Date, t he account (or portion thereof) maintained for each Director who elects to defer Directors Compensation or Restricted Share Units will be distributed in 16 quarterly installments (the amount of each to equal the balance of such deferrals in his or her account at the particular time divided by the number of remaining installments) beginning with the first business day of the month immediately succeeding the month in which that Director ’s Separation from Service occurs .

 

(ii) With respect to Directors’ Compensation deferred under the Sub-Plan for each calendar year (or, with respect to any Award that qualifies as “fiscal year compensation” as defined under Code Section 409A, each fiscal year) commencing on or after the Restatement Date, each Director may make an election, at the time and in the manner provided in Section 3 for the applicable calendar or fiscal year, of the form of payment of such deferrals in accordance with this Section 5(a)(ii). Once made, any such election will be irrevocable with respect to the applicable calendar year or fiscal year for which it is made and will apply from calendar year to calendar year (or from fiscal year to fiscal year, as applicable) until terminated or modified prospectively by an election made at the time and in the manner provided in Section 3 and this Section 5(a)(ii).  A Director may elect to receive payment of such deferrals (A) in a single lump sum, or (B) in 16 quarterly installments (the amount of each to equal the balance of such deferrals in his or her account at the particular time divided by the number of remaining installments), with such payment or payments to be made or to commence on the first business day of the month immediately succeeding the month in which the Director’s Separation from Service occurs.

 

(iii) To the extent that a Director elects to defer any Directors’ Compensation in accordance with Section 3 but fails to properly elect a form of payment in accordance with Section 5(a)(ii), he or she will be deemed to have elected to receive payment of such deferrals in 16 quarterly installments (the amount of each to equal the balance of such deferrals in his or her account at the particular time divided by the number of remaining installments), commencing on the first business day of the month immediately succeeding the month in which the Director’s Separation from Service occurs.

 

 

(b)

Early Distribution in Event of Financial Emergency .  Notwithstanding the provisions of Section 5(a), a Director may, with the consent of the Committee, withdraw all or a portion of his or her accounts in the event of (i) a financial emergency that is beyond the Director’s control; (ii) would cause the Director great hardship if early withdrawal were not permitted; and (iii) qualifies as an “unforeseeable emergency” within the meaning of Code Section 409A; provided that, no election to receive such an early withdrawal will be permitted if it would be funded, in whole or in part, by the conversion of Stock Equivalent Units into cash if such election occurs within six months of an election to have all or any portion of the Director’s cash account converted into Stock Equivalent Units.  Any such early withdrawal shall be in the form of a cash distribution, with any

5

 


 

Stock Equivalent Units converted into cash on the bas is set forth in Section 4 (b), and will be limited to the amount necessary to meet the emergency.

 

6.

Death of a Director .  A Director may elect whether, in the event of his or her death prior to the full distribution of the Director’s account under the Sub-Plan, the Director’s account balance will be distributed to his or her estate (or designated beneficiary) in a single lump sum distribution or continue to be paid at the time and in the form determined pursuant to Section 5(a).  Such election will be made at the time of the Director’s initial deferral election pursuant to Section 3 of the Sub-Plan; if no such election is made with respect to payment in the event of the Director’s death, such account balance will be distributed in a single lump sum distribution within 90 days after the Director’s death.

 

7.

Elections Under 2005 Plan .  The accounts hereunder shall remain subject to the same elections and beneficiary designations that were controlling under the 2005 Plan immediately prior to the approval of the Stock Incentive Plan by the Company’s shareholders for the remainder of the period or periods for which such elections or designations are by their original terms applicable or until revoked or modified in accordance with this Sub-Plan.  Notwithstanding any provision of this Sub-Plan or the 2005 Plan to the contrary, in no event will the provisions of Section 7 of the 2005 Plan (Non-Competition) be given effect.

 

8.

Code Section 409A .   It is intended that the Sub-Plan comply with the provisions of Code Section 409A, so as to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise actually be paid or made available to Directors or beneficiaries. This Sub-Plan shall be construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent.  Although the Company shall use its best efforts to avoid the imposition of taxation, interest and penalties under Code Section 409A, the tax treatment of deferrals under this Sub-Plan is not warranted or guaranteed.  Neither the Company, its Subsidiaries, the Board, nor the Committee (nor its designee) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Director, beneficiary or other taxpayer as a result of the Sub-Plan.  

 

9.

Amendment .  The Company reserves the right to amend, terminate or freeze the Sub-Plan, in whole or in part, at any time by action of the Board or its designee.  In no event shall any such action by the Board or its designee adversely affect any Director who has an account without the consent of the Director, unless the Board or its designee, as the case may be, determines in good faith that such action is necessary to ensure compliance with Code Section 409A.  Except as otherwise determined by the Board and permitted by Code Section 409A (including Treasury Regulation Section 1.409A-3(j)), in the event that the Sub-Plan is terminated, the amounts allocated to a Director’s accounts shall be paid to the Director or his or her beneficiary on the dates on which the Director or beneficiary would otherwise receive payments hereunder without regard to the termination of the Sub-Plan.

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[END OF DOCUMENT]

7

 

Exhibit 21

NORDSON CORPORATION

Subsidiaries of the Registrant

The following table sets forth the subsidiaries of the Registrant (each of which is included in the Registrant's consolidated financial statements), and the jurisdiction under the laws of which each subsidiary was organized:

 

Name

 

Jurisdiction of Incorporation

UNITED STATES:

 

 

Nordson ASYMTEK, Inc.

 

California

Nordson MARCH, Inc

 

California

Nordson DAGE, Inc.

 

California

Nordson SELECT, Inc.

 

California

Nordson YESTECH, Inc.

 

California

LinkTech Quick Couplings, Inc.

    

California

Value Plastics, Inc.

 

Colorado

Plas-Pak Industries, Inc.

 

Connecticut

VP Acquisition Holding, Inc.

 

Delaware

Xaloy Holdings, Inc.

 

Delaware

Nordson Xaloy Incorporated

 

Delaware

Xaloy Extrusion LLC dba Nordson Xaloy Incorporated

 

Delaware

Nordson Extrusion Dies Industries, LLC

 

Delaware

Xaloy Superior Holdings, Inc.

 

Delaware

Avalon Laboratories Holding Corp.

 

Delaware

Avalon Laboratories, LLC

 

Delaware

Vention Medical Holdings, Inc.

 

Delaware

Vention Medical Acquisition Co.

 

Delaware

Vention Medical Design and Development, Inc.

 

Delaware

J and M Laboratories, Inc.

 

Georgia

Micromedics, Inc.

 

Minnesota

Vention Medical Advanced Components (MN) LLC

 

Minnesota

Vention Medical Advanced Components, Inc.

 

New Hampshire

Nordson U.S. Trading Company

 

Ohio

Nordson England L.L.C.

 

Ohio

Nordson Medical Corporation

 

Ohio

Spirex Corporation dba Nordson Xaloy Incorporated

 

Ohio

Nordson Pacific, Inc.

 

Ohio

Nordson Advanced Technology LLC

 

Ohio

Nordson Atlantic LLC

 

Ohio

Realty Land Conservancy III LLC

 

Ohio

Nordson Xaloy Incorporated

 

Ohio

New Castle Industries, Inc. dba Nordson Xaloy Incorporated

 

Pennsylvania


Name

 

Jurisdiction of Incorporation

UNITED STATES:

 

 

Nordson EFD LLC

 

Rhode Island

EFD International, Inc.

 

Rhode Island

Vention Medical Advanced Components (TN) LLC

 

Tennessee

EDI Holdings, Inc.

 

Wisconsin


 

Name

 

Jurisdiction of Incorporation

INTERNATIONAL:

 

 

Nordson Australia Pty. Limited

 

Australia

Nordson Pacific, Inc. Australian Representative Office

 

Australia

Nordson Osterreich GmbH

 

Austria

Nordson Benelux S.A./N.V.

 

Belgium

Nordson do Brasil Industria e Comercio Ltda.

 

Brazil

Nordson Canada Limited

 

Canada

Nordson (China) Co., Ltd.

 

China

Dage Test Systems (Suzhou) Co. Ltd.

 

China

Suzhou Nordson Electronics Equipment., Co., Ltd. fka

Dage Trading (Suzhou) Co. Ltd.

 

China

Nordson PPS (Shanghai) Co. Ltd. fka Nordson Extrusion Dies Industries (Shanghai) Co. Ltd.

 

China

Nordson China Business Trust

 

China

Matrix (Suzhou) Trading Co., Ltd.

 

China

Nordson (Shanghai) Business Consulting Co., Ltd.

 

China

PDMC Branch Company of Nordson (China) Ltd.

 

China

Nordson PPS (Shanghai) Representative Office

 

China

Nordson Andina Limitada

 

Colombia

Nordson CS, spol.s.r.o.

 

Czech Republic

Nordson Danmark A/S

 

Denmark

Nordson Finland Oy

 

Finland

Nordson France S.A.S.

 

France

Dosage 2000 S.A.R.L

 

France

Nordson Deutschland GmbH

 

Germany

Nordson Engineering GmbH

 

Germany

Dage Deutschland GmbH

 

Germany

Nordson Holdings S.à r.l. & Co. KG

 

Germany

Nordson Xaloy Europe GmbH

 

Germany

Nordson PPS GmbH fka Nordson Kreyenborg GmbH

 

Germany

Nordson BKG GmbH

 

Germany

Nordson Germania Ltd. & Co. KG

 

Germany

Matrix Technologies GmbH

 

Germany

Nordson SELECT GmbH

 

Germany

Nordson Asia Pacific, Ltd.

 

Hong Kong

Ligonia Limited

 

Hong Kong

Macaria Limited

 

Hong Kong

Nordson Advanced Technology (Hong Kong) Ltd.

 

Hong Kong

Nordson India Private Limited

 

India

Nordson S.E. Asia (Pte.) Limited, Indonesia Representative Office

 

Indonesia


Name

 

Jurisdiction of Incorporation

INTERNATIONAL:

 

 

Chartview Investments Limited

 

Ireland

Vention Medical Ireland Limited

 

Ireland

Vention Medical Israel Ltd.

 

Israel

Vention Medical Israel Advanced Components, Inc.

 

Israel

CardioNiti Ltd.

 

Israel

Great Aspirations Ltd.

 

Israel

SafePass Vascular Ltd.

 

Israel

MedKardia Ltd.

 

Israel

Score It Ltd.

 

Israel

Nordson Italia S.p.A.

 

Italy

Nordson Xaloy Italia S.r.l.

 

Italy

Nordson K.K.

 

Japan

Nordson Advanced Technology (Japan) K.K. fka Dage Japan Co., Ltd.

 

Japan

Nordson Xaloy K.K.

 

Japan

Nordson European Holdings Luxembourg S.à r.l.

 

Luxembourg

Nordson S.à r.l.

 

Luxembourg

Nordson Luxembourg S.à r.l.

 

Luxembourg

Nordson (Malaysia) Sdn. Bhd.

 

Malaysia

Nordson de Mexico, S.A. de C.V.

 

Mexico

Nordson Benelux B.V.

 

The Netherlands

Nordson B.V.

 

The Netherlands

Nordson Dima B.V. fka Dima Group B.V.

 

The Netherlands

Nordson New Zealand

 

New Zealand

Nordson Norge A/S

 

Norway

Nordson Polska Sp.z.o.o.

 

Poland

Nordson Portugal Equipamento Industrial, Lda.

 

Portugal

Nordson Russia Limited Liability Company

 

Russia

Nordson S.E. Asia (Pte.) Ltd.

 

Singapore

Nordson Advanced Technology (Singapore) Pte. Ltd. fka Dage (SEASIA) Pte. Ltd

 

Singapore

Nordson Advanced Technology International Pte. Ltd.

 

Singapore

Matrix Inspection Systems, Pte. Ltd.

 

Singapore

Primount Singapore Pte. Ltd.

 

Singapore

Nordson SA (Pty) Limited

 

South Africa

Nordson Korea

 

South Korea

Nordson Iberica, S.A.

 

Spain

Nordson AB

 

Sweden

Nordson (Schweiz) A.G.

 

Switzerland

Nordson Advanced Technology LLC (Taiwan Branch)

 

Taiwan


Name

 

Jurisdiction of Incorporation

INTERNATIONAL:

 

 

Nordson Xaloy Asia (Thailand) Ltd.

 

Thailand

Nordson (U.K.) Limited

 

United Kingdom

Dage Holdings Limited

 

United Kingdom

Dage Pension Trustees Limited

 

United Kingdom

Dage Precision Industries Limited

 

United Kingdom

YDX Limited 2010 fka Nordson London Limited

 

United Kingdom

Primount LLP

 

United Kingdom

Majority Kingdom Investment Limited

 

United Kingdom

Minority Kingdom Investment Limited

 

United Kingdom

Nordson International de Venezuela, CA

 

Venezuela

Representative Office of Nordson S.E. Asia (Pte.) Limited in Ho Chi Minh City

 

Vietnam

 

 

Exhibit 23

NORDSON CORPORATION

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

 

1.

Registration Statement (Form S-8 No. 333-167406) pertaining to the Nordson Employees’ Savings Trust Plan and Nordson Hourly-Rated Employees’ Savings Trust Plan;

 

2.

Registration Statement (Form S-8 No. 33-18309) pertaining to the Nordson Employees’ Savings Trust Plan;

 

3.

Registration Statement (Form S-8 No. 33-33481) pertaining to the Nordson Hourly-Rated Employees’ Savings Trust Plan;

 

4.

Registration Statement (Form S-8 No. 333-119399) pertaining to the Nordson Corporation 2004 Long-Term Performance Plan; and

 

5.

Registration Statement (Form S-8 No. 333-188980) pertaining to the Nordson Corporation 2012 Stock Incentive and Award Plan

of our reports dated December 15, 2017, with respect to the consolidated financial statements and schedule of Nordson Corporation and the effectiveness of internal control over financial reporting of Nordson Corporation included in this Annual Report (Form 10-K) of Nordson Corporation for the year ended October 31, 2017.

 

 

 

/s/ Ernst & Young LLP

 

 

Ernst & Young LLP

 

 

 

Cleveland, Ohio

 

 

 

 

 

December 15, 2017

 

 

 

 

Certifications

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael F. Hilton, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Nordson Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date:  December 15, 2017

 

 

 

 

 

 

 

/s/ Michael F. Hilton

 

 

Michael F. Hilton

 

 

President and Chief Executive Officer

 

 

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory A. Thaxton, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Nordson Corporation;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date:  December 15, 2017

 

 

 

 

 

 

 

/s/ Gregory A. Thaxton

 

 

Gregory A. Thaxton

 

 

Senior Vice President, Chief Financial Officer

 

 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Nordson Corporation (the "Company") on Form 10-K for the year ended October 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael F. Hilton, president and chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

December 15, 2017

 

/s/ Michael F. Hilton

Michael F. Hilton

President and Chief Executive Officer

 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Nordson Corporation (the "Company") on Form 10-K for the year ended October 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory A. Thaxton, senior vice president, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

December 15, 2017

 

/s/ Gregory A. Thaxton

Gregory A. Thaxton

Senior Vice President, Chief Financial Officer