Nordson (NDSN) 10-K risk factor changes: FY2016 vs FY2015

In [removed: 2015,] [added: 2016,] approximately [removed: 31] [added: 29] percent of our revenue was generated in the United States, while approximately [removed: 69] [added: 71] percent was generated outside the United States.

A portion of our product sales is attributable to industries and markets, such as the semiconductor, mobile [removed: electronics] [added: 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 majority of our consolidated revenues in [removed: 2015] [added: 2016] were generated in currencies other than the United States dollar, which is our reporting currency.

[removed: We] continue to invest in the development and marketing of new products.

| [removed: ·] [added: •] | 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; |

| [removed: ·] [added: •] | diversion of management’s time and attention from other business concerns; |

| [removed: ·] [added: •] | difficulties in retaining key employees, customers or suppliers of the acquired business; |

| [removed: ·] [added: •] | difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies; |

| [removed: ·] [added: •] | adverse effects on existing business relationships with suppliers or customers; |

| [removed: ·] [added: •] | the risks associated with the assumption of contingent or undisclosed liabilities of acquisition targets; and |

| [removed: ·] [added: •] | the ability to generate future cash flows or the availability of financing. |

Depending on their nature and scope, such threats could potentially lead to the compromising of confidential information, [added: 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.

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 [removed: incur] [added: incur,] under current applicable accounting rules, a non-cash charge to operating earnings for goodwill impairment.

We are subject to compliance with various laws and regulations, including the FCPA and similar worldwide anti-bribery [added: and anti-corruption] laws, which generally prohibit companies and their intermediaries from engaging in bribery or making other improper payments to [removed: foreign officials] [added: private or public parties] for the purpose of obtaining or retaining business or gaining an unfair business advantage.

| [removed: ·] [added: •] | borrow money or guarantee the debts of others; |

| [removed: ·] [added: •] | use assets as security in other transactions; |

| [removed: ·] [added: •] | make restricted payments or distributions; and |

| [removed: ·] [added: •] | sell or acquire assets or merge with or into other companies. |

At October 31, [removed: 2015,] [added: 2016,] we had [removed: $1,116,593] [added: $984,787] of total debt and notes payable outstanding, of which [removed: 67] [added: 64] 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 [removed: 2015] [added: 2016] would have resulted in approximately [removed: $7,456] [added: $7,205] of additional interest expense.

[removed: New regulations] [added: Regulations] related to conflict-free minerals may result in additional expenses that could affect our financial condition and business operations.

In [removed: 2015,] [added: 2016,] approximately [removed: 69] [added: 71] percent of our total sales were generated outside the United States.

| [removed: ·] [added: •] | risks of economic instability; |

| [removed: ·] [added: •] | unanticipated or unfavorable circumstances arising from host country laws or regulations; |

| [removed: ·] [added: •] | threats of war, terrorism or governmental instability; |

| [removed: ·] [added: •] | significant foreign and U.S. taxes on repatriated cash; |

| [removed: ·] [added: •] | restrictions on the transfer of funds into or out of a country; |

| [removed: ·] [added: •] | potential negative consequences from changes to taxation policies; |

| [removed: ·] [added: •] | the disruption of operations from labor and political disturbances; |

| [removed: ·] [added: •] | the imposition of tariffs, import or export licensing requirements; and |

| [removed: ·] [added: •] | 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. |

For example, the announcement of Brexit 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

Nordson Corporation 9

| --- | --- |

| · | currency exchange rate fluctuations; |

[removed: Our multiple deliverable] [added: Certain] arrangements [added: 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.

Revenues deferred in [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] were not material.

[removed: We use an independent valuation specialist to assist with] refining our assumptions and methods used to determine fair values using these methods.

For [removed: 2015,] [added: 2016,] the discount rates used ranged from [removed: 10] [added: 9] percent to [removed: 16] [added: 15] 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 [removed: 11] [added: 10] percent, the same as the calculated WACC for total Nordson.

The control premium was [removed: 3] [added: 1] percent as of the test date of August 1, [removed: 2015] [added: 2016] and [removed: 13 percent] [added: a slight discount to the market value of equity] as of October 31, [removed: 2015.][added: 2016.]

In [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] the results of our step one testing indicated no impairment; therefore, the second step of impairment testing was not necessary.

Based on the results shown in the table below and based on our measurement date of August 1, [removed: 2015,] [added: 2016,] our conclusion is that no indicators of impairment exist in [removed: 2015.][added: 2016.]

| Industrial Coating Systems Segment | | | [removed: 16%] [added: 12%] | | | | [removed: 190%] [added: 287%] | | | $ | 24,058 | |

| Advanced Technology Systems Segment - Electronics Systems | | | [removed: 12%] [added: 11%] | | | | [removed: 377%] [added: 235%] | | | $ | [removed: 17,454] [added: 17,495] | |

| Advanced Technology Systems Segment - Fluid Management | | | [removed: 12%] [added: 10%] | | | | 92% | | | $ | [removed: 608,876] [added: 608,955] | |

| Advanced Technology Systems Segment - Test & Inspection | | | [removed: 16%] [added: 15%] | | | | [removed: 64%] [added: 33%] | | | $ | [removed: 14,397] [added: 46,650] | |

The table above does not include [removed: two] acquisitions that occurred after the August 1 measurement date but before our fiscal year-end.

Determination of the preliminary goodwill associated with [removed: these acquisitions] [added: this acquisition] was completed with the assistance of an independent valuation specialist in the fourth quarter of [removed: 2015.][added: 2016.]

Since the [removed: dates] [added: date] of the [removed: valuations,] [added: valuation,] no events or changes in circumstances have occurred that would more likely than not reduce the fair value of [removed: these acquisitions] [added: the acquisition] below [removed: their] [added: its] carrying [removed: values.][added: value.]

For future valuation purposes, [removed: WAFO will be included in the Adhesive Dispensing Systems Segment reporting unit, and MatriX] [added: LinkTech] will be included in the Advanced Technology Systems – [removed: Test & Inspection] [added: Fluid Management] reporting unit.

Cost was determined using the last-in, first-out (LIFO) method for 20 percent of consolidated inventories at October 31, [removed: 2015] [added: 2016] and October 31, [removed: 2014,] [added: 2015,] with the first-in, first-out (FIFO) method used for the remaining inventory.

The inventory reserve balance was [removed: $28,230, $26,744] [added: $29,324, $28,230] and [removed: $26,579] [added: $26,744] at October 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was [removed: 4.39] [added: 3.94] percent at October 31, [removed: 2015] [added: 2016] and [removed: 4.29] [added: 4.39] percent at October 31, [removed: 2014.][added: 2015.]

The weighted-average discount rate used to determine the present value of our various international pension plan obligations was [removed: 2.81] [added: 1.86] percent at October 31, [removed: 2015,] [added: 2016,] compared to [removed: 2.94] [added: 2.81] percent at October 31, [removed: 2014.][added: 2015.]

The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was [removed: 6.76] [added: 6.72] percent in [removed: 2015] [added: 2016] and [removed: 7.24] [added: 6.76] percent in [removed: 2014.][added: 2015.]

The average expected rate of return on international pension assets used to determine net benefit costs was [removed: 4.39] [added: 4.22] percent in [removed: 2015] [added: 2016] and [removed: 4.60] [added: 4.39] percent in [removed: 2014.][added: 2015.]

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was [removed: 3.50] [added: 3.61] percent at October 31, [removed: 2015,] [added: 2016,] compared to [removed: 3.49] [added: 3.50] percent at October 31, [removed: 2014.][added: 2015.]

The assumed rate of compensation increases used to determine the present value of our international pension plan obligations was [removed: 3.22] [added: 3.12] percent at October 31, [removed: 2015,] [added: 2016,] compared to [removed: 3.19] [added: 3.22] percent at October 31, [removed: 2014.][added: 2015.]

With respect to the domestic postretirement medical plan, the discount rate used to value the benefit plan was [removed: 4.50] [added: 4.05] percent at October 31, [removed: 2015] [added: 2016] and [removed: 4.40] [added: 4.50] percent at October 31, [removed: 2014.][added: 2015.]

The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be [removed: 3.72] [added: 3.63] percent in [removed: 2016,] [added: 2017,] decreasing gradually to [removed: 3.27] [added: 3.24] percent in [removed: 2025.][added: 2026.]

For the international postretirement plan, the discount rate used to value the benefit obligation was [removed: 4.35] [added: 3.40] percent at October 31, [removed: 2015] [added: 2016] and [removed: 4.25] [added: 4.35] percent at October 31, [removed: 2014.][added: 2015.]

The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) is assumed to be [removed: 6.31] [added: 6.13] percent in [removed: 2016,] [added: 2017,] decreasing gradually to 3.50 percent in 2031.

Pension and postretirement expenses in [removed: 2016] [added: 2017] are expected to be approximately [removed: $4,900] [added: $1,211] lower than [removed: 2015,] [added: 2016,] primarily due to [removed: changes in discount rates.][added: the adoption of the spot rate approach as noted above.]

Amounts charged to the warranty reserve were [removed: $12,531, $10,813] [added: $14,487, $12,531] and [removed: $7,891] [added: $10,813] in [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

The reserve balance was [removed: $10,537, $9,918] [added: $11,770, $10,537] and [removed: $9,409] [added: $9,918] at October 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

The cumulative amount recorded at October 31, [removed: 2015] [added: 2016] for the plans originating in [removed: 2013, 2014 and] [added: 2014,] 2015 [added: and 2016] was [removed: $7,561.][added: $10,951.]

Compensation expense attributable to all performance share incentive award periods for executive officers and selected other key employees for [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] was [removed: $3,459, $4,304] [added: $7,083, $3,459] and [removed: $3,588,] [added: $4,304,] respectively.

Three acquisitions were made during 2015: Liquidyn [removed: GmbH] and MatriX, which are included within the Advanced Technology Systems segment, and WAFO, which is included in the Adhesives Dispensing Systems segment.

The reduction in gross margin was primarily a result of [removed: product line and customer mix and the] unfavorable [removed: effects of] currency [removed: translation.][added: translation effects.]

[removed: The increase] [added: Of the 1.6 percent increase, 7.5 percent] was [removed: primarily] due to the addition of acquired businesses in the second half of 2014 and 2015 and higher compensation expenses related to increased employment levels.

Selling and administrative expenses as a percentage of sales increased to 34.6 percent in 2015 from 33.8 percent in [removed: 2014, due primarily to acquisitions and higher compensation expenses related to increased employment levels, partially offset by currency effects that reduced expenses.][added: 2014.]

Operating profit as a percentage of sales [removed: was] [added: decreased to] 18.8 percent in 2015 compared to 21.5 percent in 2014.

[removed: Operating] [added: For the Adhesive Dispensing Systems segment, operating] profit as a percentage of sales [removed: for the Adhesive Dispensing Systems segment] decreased to 23.4 percent in 2015 [removed: from] [added: compared to] 25.5 percent in 2014.

The [removed: decline in 2015] [added: remaining 1.3 percentage point offset] was [removed: due] primarily [added: due] to severance and restructuring [removed: costs] [added: expenses] and unfavorable [removed: effects of] currency [removed: translation.][added: translation effects.]

We use an independent valuation specialist to assist with

| Adhesive Dispensing Systems Segment | | | 9% | | | | 402% | | | $ | 387,649 | |

We acquired LinkTechTM Quick Couplings, Inc. (“LinkTech”) on September 1, 2016.

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 2016 | | $ | (5,561 | ) | | $ | 6,767 | | | $ | (887 | ) | | $ | 1,048 | |

| Effect on pension obligation as of October 31, 2016 | | $ | (54,984 | ) | | $ | 69,133 | | | $ | (15,416 | ) | | $ | 19,961 | |

| Expected return on assets: | | | | | | | | | | | | | | | | |

| Effect on total service and interest cost components in 2016 | | $ | (3,017 | ) | | $ | 3,017 | | | $ | (361 | ) | | $ | 361 | |

| Compensation increase: | | | | | | | | | | | | | | | | |

| Effect on total service and interest cost components in 2016 | | $ | 4,017 | | | $ | (2,394 | ) | | $ | 708 | | | $ | (638 | ) |

| Effect on pension obligation as of October 31, 2016 | | $ | 21,485 | | | $ | (13,463 | ) | | $ | 3,626 | | | $ | (3,289 | ) |

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 2016 | | $ | (710 | ) | | $ | 860 | | | $ | (6 | ) | | $ | 6 | |

| Effect on postretirement obligation as of October 31, 2016 | | $ | (10,287 | ) | | $ | 12,776 | | | $ | (94 | ) | | $ | 123 | |

| Health care trend rate: | | | | | | | | | | | | | | | | |

| Effect on total service and interest cost components in 2016 | | $ | 628 | | | $ | (495 | ) | | $ | 10 | | | $ | (8 | ) |

| Effect on postretirement obligation as of October 31, 2016 | | $ | 11,024 | | | $ | (8,836 | ) | | $ | 146 | | | $ | (113 | ) |

In the fourth quarter of 2016, we adopted a change in the method used to estimate the service and interest cost components of net periodic benefit cost for defined benefit pension plans and postretirement benefit 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 will use 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 does not affect the measurement of total benefit obligations.

The change will be accounted for as a change in estimate that is inseparable from a change in accounting principle and, accordingly, will be accounted for prospectively starting in 2017.

The reductions in service and interest costs for 2017 associated with this change are expected to be $1,100 and $3,700, respectively.

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.

We had one acquisition during 2016, LinkTech, which is included within the Advanced Technology Systems segment.

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.

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 FASB has issued guidance on multiple deliverable arrangements that establishes a relative selling price hierarchy for determining the selling price of a deliverable based on vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if vendor-specific objective evidence is not available, or best estimated selling price (BESP) if neither vendor-specific objective evidence nor third-party evidence is available.

| Adhesive Dispensing Systems Segment | | | 10% | | | | 349% | | | $ | 382,301 | |

We acquired WAFO Produktionsgesellschaft GmbH (“WAFO”) on August 3, 2015 and MatriX Technologies GmbH (“MatriX”) on September 1, 2015.

The sales volume increase was entirely due to organic growth.

The decrease was primarily due to product line and customer mix and the unfavorable effects of currency translation.

The decrease was due primarily to product line and customer mix and severance and restructuring costs.

The increase was due primarily to the leverage of higher sales volume, partially offset by severance and restructuring costs and the unfavorable effects of currency translation.

Significant items included in 2014 were a gain on property insurance settlement of $1,005 and foreign currency losses of $478.

2014 compared to 2013

Sales – Worldwide sales for 2014 were $1,704,021, an increase of 10.4 percent from 2013 sales of $1,542,921.

Two acquisitions were made during 2014: Avalon Laboratories and Dima Group B.V., both of which are included within the Advanced Technology Systems segment.

Sales of the Adhesive Dispensing Systems segment were $899,696 in 2014, an increase of $106,208, or 13.4 percent, from 2013 sales of $793,488.

Sales of the Advanced Technology Systems segment were $561,784 in 2014, an increase of $45,518, or 8.8 percent, from 2013 sales of $516,266.

Sales of the Industrial Coating Systems segment were $242,541 in 2014, an increase of $9,374, or 4.0 percent, from 2013 sales of $233,167.

Growth was driven by demand for our cold material dispensing equipment in automotive and industrial end markets, coating equipment for food and beverage end markets andselect consumer durable goods end markets , partially offset by softness in UV curing equipment for electronic applications.

Sales in Japan for 2014 were $127,057, a decrease of 0.7 percent from the prior year.

The decrease consisted of volume growth of 7.4 percent offset by unfavorable currency effects of 8.1 percent.

The increase compared to 2013 is primarily due to increased sales volume.

The reduction in gross margin was primarily a result of product line mix, as well as a higher mix of systems revenue in our legacy business and currency effects.

Selling and administrative expenses, including severance and restructuring costs, were $577,993 in 2014, an increase of $35,698, or 6.6 percent, from 2013.

Selling and administrative expenses as a percentage of sales decreased to 33.8 percent in 2014 from 35.1 percent in 2013, due primarily to the higher level of sales and the favorable effects of continuous improvement activities.

The increase was primarily due to higher sales volume supported by a more efficient cost structure.

The slight decline in 2014 was due to the dilution effect of acquired product lines in 2013.

The increase was due primarily to higher sales volume supported by a more efficient cost structure.

The increase was due to higher borrowing levels resulting primarily from acquisitions in the second half of 2013 and 2014.

Other expense in 2014 was $138 compared to other income in 2013 of $1,694.

Significant items included in 2013 were a gain on sale of real estate in China of $2,106 and foreign currency losses of $2,214.

Income taxes – Income tax expense in 2014 was $105,740, or 30.0 percent of pre-tax income, as compared to $89,306, or 28.7 percent of pre-tax income in 2013.

The 2013 rate was impacted by a favorable adjustment to unrecognized tax benefits of $900 primarily related to expiration of certain foreign statutes of limitations.

Net income – Net income was $246,773, or $3.84 per diluted share, in 2014, compared to net income of $221,817, or $3.42 per diluted share in 2013.

The primary reasons for this decrease were higher receivables due to higher year-end shipments, higher inventory investments to meet anticipated demand, partially offset by higher income taxes payable and other accrued liabilities.

Capital expenditures were $62,087 in 2015, up from $43,574 in the prior year.

Current year capital expenditures included a new facility in Colorado supporting our fluid management product lines, production machinery and continued investments in our information systems platform.

The change was primarily due to increased borrowing for acquisitions and the purchase of treasury shares in 2015.

Issuance of common shares related to employee benefit plans generated $5,372 of cash in 2015, down from $7,013 in 2014, and the tax benefit from stock option exercises was $3,661 in the current year, down from $6,385 in the prior year.

These decreases were the result of lower stock option exercises.

Receivables increased $23,706 primarily due to higher year-end shipments, combined with receivable balances held by Liquidyn, WAFO and MatriX, which were all acquired in 2015.

The increase of $14,801 in inventories was primarily due to acquisitions and higher inventory investments to meet anticipated demand.

The decrease in notes payable of $105,073 was primarily due to the repayment of a $100,000 short-term credit facility with PNC Bank.

Current maturities of long-term debt increased $12,091 as a result of the scheduled repayment of our New York Life credit facility.

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, [removed: 2015,] [added: 2016,] we did not have material foreign currency exposure.

| At October 31, [removed: 2014] [added: 2016] | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | Fair | | |

| | | [removed: 2015] [added: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2017] [added: 2019] | | | | [removed: 2018] [added: 2020] | | | | [removed: 2019] [added: 2021] | | | | Thereafter | | | | Value | | | | Value | | |

| Average interest rate on total borrowings outstanding during the year | | | [removed: 2.8] [added: 2.9] | % | | | [removed: 2.8] [added: 2.9] | % | | | [removed: 2.8] [added: 3.0] | % | | | [removed: 2.9] [added: 3.0] | % | | | [removed: 3.0] [added: 3.1] | % | | | [removed: 3.0] [added: 3.1] | % | | | [removed: 2.8] [added: 2.9] | % | | | | |

The weighted average interest rate of this debt was [removed: 1.2] [added: 1.6] percent at October 31, [removed: 2015] [added: 2016] and [removed: 1.1] [added: 1.2] percent at October 31, [removed: 2014.][added: 2015.]

A one percent increase in interest rates would have resulted in additional interest expense of approximately [removed: $6,273] [added: $7,205] on the variable rate notes payable and long-term debt in [removed: 2015.][added: 2016.]

Nordson Corporation [removed: 36][added: 33]

| Annual repayments of long-term debt | | $ | 38,093 | | | $ | 26,586 | | | $ | 28,734 | | | $ | 68,738 | | | $ | 38,187 | | | $ | 158,239 | | | $ | 358,577 | | | $ | 367,990 | |

| Annual repayments of long-term debt | | $ | 10,751 | | | $ | 10,798 | | | $ | 38,101 | | | $ | 26,586 | | | $ | 21,591 | | | $ | 147,306 | | | $ | 255,133 | | | $ | 257,654 | |

We are headquartered in Westlake, Ohio, and our products are marketed through a network of direct operations in more than [removed: 30] [added: 35] countries.

Consistent with this global strategy, approximately [removed: 69] [added: 71] percent of our revenues were generated outside the United States in [removed: 2015.][added: 2016.]

We have [removed: 6,232] [added: 6,127] employees worldwide.

Principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, [removed: India,] [added: Mexico,] the Netherlands, Thailand and the United Kingdom.

When short-term swings occur, we do not intend to alter our basic objectives in efforts to mitigate the impact of these [removed: natural] [added: temporary] occurrences.

This goal is met through the Human Resources department’s facilitation of employee [removed: training ,] [added: training,] leadership training and the creation of on-the-job growth opportunities.

Nordson Corporation [removed: 3][added: 9]

| | [removed: ·] [added: •] | 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. |

| | [removed: ·] [added: •] | 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. |

| | [removed: ·] [added: •] | 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. |

| | [removed: ·] [added: •] | 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 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. |

| | [removed: ·] [added: •] | Electronic 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. |

| | [removed: ·] [added: •] | Fluid Management – Precision manual and semi-automated dispensers, 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. |

| | [removed: ·] [added: •] | 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. |

| | [removed: ·] [added: •] | 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. |

| | [removed: ·] [added: •] | Container Coating – Automated and manual dispensing and curing systems used to coat and cure containers. Key strategic markets include beverage containers and food cans. |

| | [removed: ·] [added: •] | 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. |

| | [removed: ·] [added: •] | 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. |

| | [removed: ·] [added: •] | 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. |

We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Michigan, New Jersey, North Carolina, Pennsylvania, Rhode Island, Virginia and Wisconsin; as well as in the People’s Republic of China, Germany, [removed: India,] Mexico, the Netherlands, Thailand and the United Kingdom.

Senior operating executives supervise an extensive quality control program for our equipment, machinery and [removed: systems.][added: systems, and manufacturing processes.]

As of October 31, [removed: 2015,] [added: 2016,] we held [removed: 544] [added: 541] United States patents and [removed: 1,248] [added: 1,207] foreign patents and had [removed: 231] [added: 212] United States patent applications pending and [removed: 956] [added: 878] foreign patent applications pending, but there is no assurance that any patent application will be issued.

Our current patent portfolio has expiration dates ranging from November [removed: 2015] [added: 2016] to February [removed: 2040.][added: 2041.]

As of October 31, [removed: 2015,] [added: 2016,] we had a total of [removed: 1,776] [added: 2,084] trademark registrations in the United States and in various foreign countries.

Generally, the highest volume of sales occurs in [removed: our fourth quarter] [added: the second half of the year] due in large part to the timing of customers’ capital spending programs.

In [removed: 2015,] [added: 2016,] no single customer accounted for ten percent or more of sales.

Our backlog of open orders increased to approximately [removed: $229,000] [added: $274,000] at October 31, [removed: 2015] [added: 2016] from approximately [removed: $212,000] [added: $228,000] at October 31, [removed: 2014.][added: 2015.]

The amounts for both years were calculated based upon exchange rates in effect at October 31, [removed: 2015.][added: 2016.]

The increase is primarily due to orders within the [removed: Adhesive Dispensing] [added: Advanced Technology] Systems [removed: segment, as well as from 2015 acquisitions.][added: segment.]

All orders in the [removed: 2015] [added: 2016] year-end backlog are expected to be shipped to customers in [removed: 2016.][added: 2017.]

Research and development expenses were approximately [removed: $46,689] [added: $46,247] in [removed: 2015,] [added: 2016,] compared with approximately [removed: $47,536] [added: $46,689] in [removed: 2014] [added: 2015] and [removed: $47,973] [added: $47,536] in [removed: 2013.][added: 2014.]

As a percentage of sales, research and development expenses were approximately [removed: 2.8,] [added: 2.6,] 2.8 and [removed: 3.1] [added: 2.8] percent in [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

We are subject to [removed: extensive] 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.

Compliance with federal, [removed: state and] [added: state,] local [added: and foreign] environmental protection laws during [removed: 2015] [added: 2016] had no material effect on our capital expenditures, earnings or competitive position.

As of October 31, [removed: 2015,] [added: 2016,] we had [removed: 6,232] [added: 6,127] full-time and part-time employees, including 149 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on [removed: October 30, 2016] [added: November 3, 2019] and [removed: 65] [added: 37] at our New Castle, Pennsylvania facility who are represented by collective bargaining agreements that expire on [removed: December 31, 2015 and] August 31, 2017.

Including the environmental matter discussed below, [removed: it is our opinion,] after consultation with legal counsel, [added: we believe] that [removed: resolutions of these matters are not expected to result] [added: the probability is remote that losses] in [added: excess of the amounts we have accrued would have] a material [added: adverse] effect on our financial condition, quarterly or annual operating results or cash flows.

At October 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was [removed: $565] [added: $516] and [removed: $615,] [added: $565,] respectively.

10-K 1 [removed: ndsn-10k_20151031.htm 10-K][added: ndsn-10k_20161031.htm NDSN-10K-20161031]

| [removed: x] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended October 31, [removed: 2015][added: 2016]

| [removed: o] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

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. [removed: x]

| Large accelerated filer | [removed: x] [added: ☒] | Accelerated filer | [removed: o] [added: ☐] |

| Non-accelerated filer | [removed: o] [added: ☐] (Do not check if smaller reporting company) | Smaller reporting company | [removed: o] [added: ☐] |

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, [removed: 2015] [added: 2016] was approximately [removed: $4,822,925,000.][added: $4,357,415,366.]

There were [removed: 57,085,557] [added: 57,348,873] Common Shares outstanding as of November 30, [removed: 2015.][added: 2016.]

Documents incorporated by reference: Portions of the Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting - Part III

| [PART I](#PART_I) | | | [removed: 3] [added: 4] |

| Item 1. | | [Business](#ITEM_1_BUSINESS) | [removed: 3] [added: 4] |

| | | [General Description of Business](#GENERAL_DESCRIPTION_BUSINESS) | [removed: 3] [added: 4] |

| | | [Corporate Purpose and Goals](#CORPORATE_PURPOSE_GOALS) | [removed: 3] [added: 4] |

| | | [Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales](#FINANCIAL_INFORMATION_ABOUT_OPERATING_SE) | [removed: 4] [added: 5] |

| | | [Principal Products and Uses](#PRINCIPAL_PRODUCTS_USES) | [removed: 4] [added: 5] |

| | | [Manufacturing and Raw Materials](#MANUFACTURING_RAW_MATERIALS) | [removed: 6] [added: 7] |

| | | [Intellectual Property](#INTELLECTUAL_PROPERTY) | [removed: 6] [added: 7] |

| | | [Working Capital Practices](#WORKING_CAPITAL_PRACTICES) | [removed: 7] [added: 8] |

| | | [Customers](#CUSTOMERS) | [removed: 7] [added: 8] |

| | | [Backlog](#BACKLOG) | [removed: 7] [added: 8] |

| | | [Government Contracts](#GOVERNMENT_CONTRACTS) | [removed: 7] [added: 8] |

| | | [Competitive Conditions](#COMPETITIVE_CONDITIONS) | [removed: 7] [added: 8] |

| | | [Research and Development](#RESEARCH_DEVELOPMENT) | [removed: 7] [added: 8] |

| | | [Environmental Compliance](#ENVIRONMENTAL_COMPLIANCE) | [removed: 7] [added: 8] |

| | | [Employees](#EMPLOYEES) | [removed: 8] [added: 9] |

| | | [Available Information](#AVAILABLE_INFORMATION) | [removed: 8] [added: 9] |

| Item 1A. | | [Risk Factors](#ITEM_1A_RISK_FACTORS) | [removed: 9] [added: 10] |

| | | [Executive Officers of the Company](#EXECUTIVE_FICERS__COMPANY) | [removed: 17] [added: 16] |

| [PART II](#PART_II) | | | [removed: 18] [added: 17] |

| Item 5. | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_COMPANYS_COMMON_EQUITY) | [removed: 18] [added: 17] |

| | | [Market Information and Dividends](#MARKET_INFORMATION_DIVIDENDS) | [removed: 18] [added: 17] |

| | | [Performance Graph](#PERFORMANCE_GRAPH) | [removed: 19] [added: 17] |

| Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | [removed: 21] [added: 19] |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | [removed: 22] [added: 20] |

| | | [Critical Accounting Policies and Estimates](#CRITICAL_ACCOUNTING_POLICIES_ESTIMATES) | [removed: 22] [added: 20] |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | [removed: 36] [added: 33] |

| Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | [removed: 37] [added: 34] |

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

| --- | --- | --- | --- |

Nordson Corporation 3

The following table summarizes our principal properties as of October 31, [removed: 2015:][added: 2016:]

| Rancho [removed: Dominquez,] [added: Dominguez,] California [added: 2] | | A manufacturing and office building (leased) | | 40,000 |

| Singapore 1, 2, 3 | | [removed: Three] [added: Two] warehouse and office buildings (leased) | | [removed: 20,000] [added: 16,000] |

| Billerbeck, Germany 1 | | An office and warehouse building (leased) | | 16,000 |

Our executive officers as of October 31, [removed: 2015,] [added: 2016,] were as follows:

| Michael F. Hilton | | [removed: 61] [added: 62] | | 2010 | | President and Chief Executive Officer, 2010 |

| John J. Keane | | [removed: 54] [added: 55] | | 2003 | | Senior Vice President, 2005 |

| Gregory P. Merk | | [removed: 44] [added: 45] | | 2006 | | Senior Vice President, 2013 [removed: Vice President, 2006] |

| Gregory A. Thaxton | | [removed: 54] [added: 55] | | 2007 | | Senior Vice President, Chief Financial Officer, 2012 |

| Douglas C. Bloomfield | | [removed: 56] [added: 57] | | 2005 | | Vice President, 2005 |

| Shelly M. Peet | | [removed: 50] [added: 51] | | 2007 | | Vice President, 2009 |

| Robert E. Veillette | | [removed: 63] [added: 64] | | 2007 | | Vice President, General Counsel and Secretary, 2007 |

| | | | | | | Vice President, 2006 |

| James E. DeVries | | 57 | | 2012 | | Vice President, 2012 |

| | | | | | | Vice President, Global Continuous Improvement, 2011 |

| | | | | | | |

| Jeffrey A. Pembroke | | 49 | | 2015 | | Vice President, 2015 |

| | | | | | | |

| Joseph Stockunas | | 56 | | 2015 | | Vice President, 2015 |

| | | | | | | |

| James E. DeVries | | 56 | | 2012 | | Vice President, 2012 Vice President, Global Continuous Improvement, 2011 Vice President, North America and China, Engineering (Adhesive Dispensing Systems), 2010 |

Nordson Corporation 17

As of November 30, [removed: 2015,] [added: 2016,] there were [removed: 1,536] [added: 1,494] registered shareholders.

The table below is a summary of dividends paid per common share and the range of [removed: closing market] [added: high and low sales] prices during each quarter of [removed: 2015] [added: 2016] and [removed: 2014.][added: 2015.]

| | | [added: Dividend] | | | [added: |] Common Share Price | | | | | | | [removed: | |]

| Quarters | | [removed: Dividend] Paid | | | | [removed: |] High | | | | Low | | |

| 2015: | | | | | | | | | | | | | [removed: |]

The following is a graph that compares the five-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, [removed: 2010] [added: 2011] 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 [removed: Groups (Old] [added: Group, which includes: AIN, AME, ATU, B, CLC, DCI, ENTG, ESL, FLIR, GGG, GTLS, IEX, ITT, LECO, ROP, TER, WTS,] and [removed: New).][added: WWD.]

[removed: ][added: ]

| Company/Market/Peer Group | [removed: 2010 | | |] 2011 | | | 2012 | | | 2013 | | | 2014 | | | 2015 | | | [added: 2016 | | |]

Nordson Corporation [removed: 19][added: 17]

[added: |] (b) [added: |] Use of Proceeds. [added: Not applicable. |]

[added: |] (c) [added: |] Issuer Purchases of Equity Securities [added: |]

| | | Repurchased [removed: (1)] | | | | per Share | | | | or Programs [removed: (2)] | | | | the Plans or Programs [removed: (2)] | | |

This new authorization [removed: adds] [added: added] capacity to the board’s December 2014 authorization to repurchase $300,000 of shares.

Approximately [removed: $150,848] [added: $118,971] remained available for share repurchases at October 31, [removed: 2015.][added: 2016.]

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | |

| First | | $ | .22 | | | $ | 80.42 | | | $ | 71.58 | |

| Second | | | .22 | | | | 81.05 | | | | 72.10 | |

| Third | | | .22 | | | | 84.45 | | | | 71.75 | |

| Fourth | | | .24 | | | | 75.95 | | | | 58.52 | |

| Nordson Corporation | $ | 100.00 | | $ | 129.96 | | $ | 160.22 | | $ | 171.87 | | $ | 161.91 | | $ | 230.59 | |

| S&P 500 Index | $ | 100.00 | | $ | 115.21 | | $ | 146.52 | | $ | 171.82 | | $ | 180.75 | | $ | 188.90 | |

| S&P MidCap 400 | $ | 100.00 | | $ | 112.11 | | $ | 149.64 | | $ | 167.08 | | $ | 172.80 | | $ | 183.61 | |

| S&P 500 Ind. Machinery | $ | 100.00 | | $ | 119.68 | | $ | 170.88 | | $ | 192.70 | | $ | 192.41 | | $ | 219.70 | |

| S&P MidCap 400 Ind. Machinery | $ | 100.00 | | $ | 109.21 | | $ | 151.63 | | $ | 160.68 | | $ | 134.50 | | $ | 157.85 | |

| Proxy Peer Group | $ | 100.00 | | $ | 113.38 | | $ | 157.20 | | $ | 173.54 | | $ | 165.40 | | $ | 173.92 | |

| August 1, 2016 to August 31, 2016 | | | — | | | $ | — | | | | — | | | $ | 118,971 | |

| September 1, 2016 to September 30, 2016 | | | — | | | $ | — | | | | — | | | $ | 118,971 | |

| October 1, 2016 to October 31, 2016 | | | — | | | $ | — | | | | — | | | $ | 118,971 | |

| Total | | | — | | | | | | | | — | | | | | |

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.

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.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| First | | $ | .22 | | | | $ | 79.72 | | | $ | 72.19 | |

| Second | | | .22 | | | | | 80.46 | | | | 73.46 | |

| Third | | | .22 | | | | | 83.97 | | | | 72.29 | |

| Fourth | | | .24 | | | | | 75.60 | | | | 61.48 | |

| 2014: | | | | | | | | | | | | | |

| First | | $ | .18 | | | | $ | 75.02 | | | $ | 69.14 | |

| Second | | | .18 | | | | | 74.54 | | | | 67.98 | |

| Third | | | .18 | | | | | 84.30 | | | | 74.08 | |

| Fourth | | | .22 | | | | | 81.50 | | | | 67.75 | |

Proxy Peer Group - “Old” includes: AIN, AME, ATU, B, CLC, DCI, ENTG, ESL, FLIR, GGG, GTI, GTLS, IEX, ITT, LECO, PLL, ROP, TER, WTS, and WWD.

Proxy Peer Group - “New” excludes Graftech International Ltd. (GTI) and Pall Corporation (PLL) as these two former public companies were acquired in 2015.

| Nordson Corporation | $ | 100.00 | | $ | 121.14 | | $ | 157.44 | | $ | 194.09 | | $ | 208.21 | | $ | 196.14 | |

| S&P 500 Index | $ | 100.00 | | $ | 108.09 | | $ | 124.52 | | $ | 159.73 | | $ | 187.31 | | $ | 197.05 | |

| S&P MidCap 400 | $ | 100.00 | | $ | 108.55 | | $ | 121.69 | | $ | 163.77 | | $ | 182.85 | | $ | 189.11 | |

| S&P 500 Ind. Machinery | $ | 100.00 | | $ | 103.46 | | $ | 123.82 | | $ | 177.22 | | $ | 199.84 | | $ | 199.54 | |

| S&P MidCap 400 Ind. Machinery | $ | 100.00 | | $ | 113.73 | | $ | 124.21 | | $ | 171.63 | | $ | 181.87 | | $ | 152.24 | |

| Proxy Peer Group - Old | $ | 100.00 | | $ | 112.91 | | $ | 127.36 | | $ | 173.88 | | $ | 191.31 | | $ | 191.34 | |

| Proxy Peer Group - New | $ | 100.00 | | $ | 112.76 | | $ | 127.85 | | $ | 177.26 | | $ | 195.68 | | $ | 186.50 | |

Not applicable.

| August 1, 2015 to August 31, 2015 | | | 512 | | | $ | 69.37 | | | | 512 | | | $ | 311,396 | |

| September 1, 2015 to September 30, 2015 | | | 1,322 | | | $ | 65.42 | | | | 1,321 | | | $ | 224,974 | |

| October 1, 2015 to October 31, 2015 | | | 1,114 | | | $ | 66.55 | | | | 1,114 | | | $ | 150,848 | |

| Total | | | 2,948 | | | | | | | | 2,947 | | | | | |

| (1) | Includes shares purchased as part of a publicly announced program, as well as shares tendered for taxes related to stock option exercises and vesting of restricted shares. |

| (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. 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. |

Nordson Corporation 20

| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Sales | | $ | [removed: 1,688,666] [added: 1,808,994] | | | $ | [removed: 1,704,021] [added: 1,688,666] | | | $ | [removed: 1,542,921] [added: 1,704,021] | | | $ | [removed: 1,409,578] [added: 1,542,921] | | | $ | [removed: 1,233,159] [added: 1,409,578] | |

| Cost of sales | | | [removed: 774,702] [added: 815,495] | | | | [removed: 758,923] [added: 774,702] | | | | [removed: 676,777] [added: 758,923] | | | | [removed: 586,289] [added: 676,777] | | | | [removed: 484,727] [added: 586,289] | |

| % of sales | | | [removed: 46] [added: 45] | | | | [removed: 45] [added: 46] | | | | [removed: 44] [added: 45] | | | | [removed: 42] [added: 44] | | | | [removed: 39] [added: 42] | |

| Selling and administrative expenses | | | [removed: 584,823] [added: 594,293] | | | | [removed: 575,442] [added: 584,823] | | | | [removed: 541,169] [added: 575,442] | | | | [removed: 485,285] [added: 541,169] | | | | [removed: 429,489] [added: 485,285] | |

| % of sales | | | [removed: 35] [added: 33] | | | | [removed: 34] [added: 35] | | | | [removed: 35] [added: 34] | | | | [removed: 34] [added: 35] | | | | [removed: 35] [added: 34] | |

| Severance and restructuring costs | | | [removed: 11,411] [added: 10,775] | | | | [removed: 2,551] [added: 11,411] | | | | [removed: 1,126] [added: 2,551] | | | | [removed: 2,524] [added: 1,126] | | | | [removed: 1,589] [added: 2,524] | |

| Long-lived asset impairments | | | — | | | | — | | | | — | | | | — | | | | [removed: 1,811] [added: —] | |

| Operating profit | | | [removed: 317,730] [added: 388,431] | | | | [removed: 367,105] [added: 317,730] | | | | [removed: 323,849] [added: 367,105] | | | | [removed: 335,480] [added: 323,849] | | | | [removed: 315,543] [added: 335,480] | |

| % of sales | | | [removed: 19] [added: 21] | | | | [removed: 22] [added: 19] | | | | [removed: 21] [added: 22] | | | | [removed: 24] [added: 21] | | | | [removed: 26] [added: 24] | |

| Net income | | | [removed: 211,111] [added: 271,843] | | | | [removed: 246,773] [added: 211,111] | | | | [removed: 221,817] [added: 246,773] | | | | [removed: 224,829] [added: 221,817] | | | | [removed: 222,364] [added: 224,829] | |

| % of sales | | | [removed: 13] [added: 15] | | | | [removed: 14] [added: 13] | | | | 14 | | | | [removed: 16] [added: 14] | | | | [removed: 18] [added: 16] | |

| Working capital | | $ | [removed: 420,815] [added: 414,032] | | | $ | [removed: 301,815] [added: 420,815] | | | $ | [removed: 365,269] [added: 301,815] | | | $ | [removed: 242,939] [added: 365,269] | | | $ | [removed: 294,796] [added: 242,939] | |

| Net property, plant and equipment and other non-current assets | | | [removed: 1,648,853] [added: 1,676,790] | | | | [removed: 1,607,447] [added: 1,648,853] | | | | [removed: 1,451,113] [added: 1,607,447] | | | | [removed: 1,242,892] [added: 1,451,113] | | | | [removed: 827,493] [added: 1,242,892] | |

| Total capital (b) | | | [removed: 1,726,341] [added: 1,769,151] | | | | [removed: 1,662,283] [added: 1,726,341] | | | | [removed: 1,498,082] [added: 1,662,283] | | | | [removed: 1,261,962] [added: 1,498,082] | | | | [removed: 853,071] [added: 1,261,962] | |

| Total assets | | | [removed: 2,360,444] [added: 2,422,365] | | | | [removed: 2,280,130] [added: 2,360,444] | | | | [removed: 2,053,179] [added: 2,280,130] | | | | [removed: 1,829,515] [added: 2,053,179] | | | | [removed: 1,304,450] [added: 1,829,515] | |

| Long-term liabilities | | | [removed: 1,409,652] [added: 1,239,219] | | | | [removed: 1,004,465] [added: 1,409,652] | | | | [removed: 928,519] [added: 1,004,465] | | | | [removed: 816,061] [added: 928,519] | | | | [removed: 550,966] [added: 816,061] | |

| Shareholders’ equity | | | [removed: 660,016] [added: 851,603] | | | | [removed: 904,797] [added: 660,016] | | | | [removed: 887,863] [added: 904,797] | | | | [removed: 669,770] [added: 887,863] | | | | [removed: 571,323] [added: 669,770] | |

| Return on average total capital — % (c) | | | [removed: 13] [added: 16] | | | | [removed: 17] [added: 13] | | | | [removed: 18] [added: 17] | | | | [removed: 23] [added: 18] | | | | [removed: 35] [added: 23] | |

| Return on average shareholders’ equity — % (d) | | | [removed: 26] [added: 37] | | | | [removed: 27] [added: 26] | | | | [removed: 29] [added: 27] | | | | [removed: 38] [added: 29] | | | | [removed: 39] [added: 38] | |

| Per-Share Data (a) [removed: (e)] | | | | | | | | | | | | | | | | | | | | |

| Average number of common shares | | | [removed: 60,652] [added: 57,060] | | | | [removed: 63,656] [added: 60,652] | | | | [removed: 64,214] [added: 63,656] | | | | [removed: 64,407] [added: 64,214] | | | | [removed: 67,616] [added: 64,407] | |

| Average number of common shares and common share equivalents | | | [removed: 61,151] [added: 57,530] | | | | [removed: 64,281] [added: 61,151] | | | | [removed: 64,908] [added: 64,281] | | | | [removed: 65,103] [added: 64,908] | | | | [removed: 68,425] [added: 65,103] | |

| Basic earnings per share | | $ | [removed: 3.48] [added: 4.76] | | | $ | [removed: 3.88] [added: 3.48] | | | $ | [removed: 3.45] [added: 3.88] | | | $ | [removed: 3.49] [added: 3.45] | | | $ | [removed: 3.29] [added: 3.49] | |

| Diluted earnings per share | | | [removed: 3.45] [added: 4.73] | | | | [removed: 3.84] [added: 3.45] | | | | [removed: 3.42] [added: 3.84] | | | | [removed: 3.45] [added: 3.42] | | | | [removed: 3.25] [added: 3.45] | |

| Dividends per common share | | | [removed: 0.90] [added: 0.99] | | | | [removed: 0.76] [added: 0.90] | | | | [removed: 0.63] [added: 0.76] | | | | [removed: 0.525] [added: 0.63] | | | | [removed: 0.44] [added: 0.525] | |

| Book value per common share | | | [removed: 11.51] [added: 14.85] | | | | [removed: 14.49] [added: 11.51] | | | | [removed: 13.83] [added: 14.49] | | | | [removed: 10.42] [added: 13.83] | | | | [removed: 8.71] [added: 10.42] | |

Nordson Corporation [removed: 21][added: 19]

| --- | --- |

| (e) | Amounts adjusted for 2-for-1 stock split effective April 12, 2011. |

| Years ended October 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Sales | | $ | [removed: 1,688,666] [added: 1,808,994] | | | $ | [removed: 1,704,021] [added: 1,688,666] | | | $ | [removed: 1,542,921] [added: 1,704,021] | |

| Cost of sales | | | [removed: 774,702] [added: 815,495] | | | | [removed: 758,923] [added: 774,702] | | | | [removed: 676,777] [added: 758,923] | |

| Selling and administrative expenses | | | [removed: 584,823] [added: 594,293] | | | | [removed: 575,442] [added: 584,823] | | | | [removed: 541,169] [added: 575,442] | |

| Severance and restructuring costs | | | [removed: 11,411] [added: 10,775] | | | | [removed: 2,551] [added: 11,411] | | | | [removed: 1,126] [added: 2,551] | |

| | | | [removed: 1,370,936] [added: 1,420,563] | | | | [removed: 1,336,916] [added: 1,370,936] | | | | [removed: 1,219,072] [added: 1,336,916] | |

| Operating profit | | | [removed: 317,730] [added: 388,431] | | | | [removed: 367,105] [added: 317,730] | | | | [removed: 323,849] [added: 367,105] | |

| Interest expense | | | [removed: (18,104] [added: (21,322] | ) | | | [removed: (15,035] [added: (18,104] | ) | | | [removed: (14,841] [added: (15,035] | ) |

| Interest and investment income | | | [removed: 558] [added: 728] | | | | [removed: 581] [added: 558] | | | | [removed: 421] [added: 581] | |

| Other - net | | | [removed: 678] [added: 657] | | | | [removed: (138] [added: 678] | [removed: )] | | | [removed: 1,694] [added: (138] | [added: )] |

| | | | [removed: (16,868] [added: (19,937] | ) | | | [removed: (14,592] [added: (16,868] | ) | | | [removed: (12,726] [added: (14,592] | ) |

| Income before income taxes | | | [removed: 300,862] [added: 368,494] | | | | [removed: 352,513] [added: 300,862] | | | | [removed: 311,123] [added: 352,513] | |

| Current | | | [removed: 87,651] [added: 100,248] | | | | [removed: 102,251] [added: 87,651] | | | | [removed: 84,184] [added: 102,251] | |

| Deferred | | | [removed: 2,100] [added: (3,597] | [added: )] | | | [removed: 3,489] [added: 2,100] | | | | [removed: 5,122] [added: 3,489] | |

| | | | [removed: 89,751] [added: 96,651] | | | | [removed: 105,740] [added: 89,751] | | | | [removed: 89,306] [added: 105,740] | |

| Net income | | $ | [removed: 211,111] [added: 271,843] | | | $ | [removed: 246,773] [added: 211,111] | | | $ | [removed: 221,817] [added: 246,773] | |

| Average common shares | | | [removed: 60,652] [added: 57,060] | | | | [removed: 63,656] [added: 60,652] | | | | [removed: 64,214] [added: 63,656] | |

| Incremental common shares attributable to outstanding stock options, restricted stock and deferred stock-based compensation | | | [removed: 499] [added: 470] | | | | [removed: 625] [added: 499] | | | | [removed: 694] [added: 625] | |

| Average common shares and common share equivalents | | | [removed: 61,151] [added: 57,530] | | | | [removed: 64,281] [added: 61,151] | | | | [removed: 64,908] [added: 64,281] | |

| Basic earnings per share | | $ | [removed: 3.48] [added: 4.76] | | | $ | [removed: 3.88] [added: 3.48] | | | $ | [removed: 3.45] [added: 3.88] | |

| Diluted earnings per share | | $ | [removed: 3.45] [added: 4.73] | | | $ | [removed: 3.84] [added: 3.45] | | | $ | [removed: 3.42] [added: 3.84] | |

| Dividends declared per common share | | $ | [removed: 0.90] [added: 0.99] | | | $ | [removed: 0.76] [added: 0.90] | | | $ | [removed: 0.63] [added: 0.76] | |

| Translation adjustments | | | [removed: (45,154] [added: (8,693] | ) | | | [removed: (23,972] [added: (45,154] | ) | | | [removed: 465] [added: (23,972] | [added: )] |

| Prior service [removed: (cost) credit] [added: cost (credit)] arising during the year | | | [removed: —] [added: 173] | | | | [removed: 175] [added: —] | | | | [removed: (1,050] [added: (3,050] | ) | [added: | | — | |]

| Net actuarial [removed: gain (loss)] [added: loss] arising during the year | | | [removed: (7,588] [added: (22,482] | ) | | | [removed: (29,158] [added: (7,588] | ) | | | [removed: 38,149] [added: (29,158] | [added: )] |

| Amortization of prior service cost | | | [removed: (303] [added: 92] | [removed: )] | | | [removed: (251] [added: (303] | ) | | | [removed: (375] [added: (251] | ) |

| Amortization of actuarial loss | | | [removed: 10,146] [added: 6,724] | | | | [removed: 6,989] [added: 10,146] | | | | [removed: 9,657] [added: 6,989] | |

| Settlement loss recognized | | | [removed: 1,369] [added: 111] | | | | [removed: 398] [added: 1,369] | | | | [removed: —] [added: 398] | |

| Curtailment [added: (gain)] loss recognized | | | [removed: 43] [added: (1,144] | [added: )] | | | [removed: —] [added: 43] | | | | — | |

| Total pension and postretirement benefit plans | | | [removed: 3,667] [added: (14,868] | [added: )] | | | [removed: (21,847] [added: 3,667] | [removed: )] | | | [removed: 46,381] [added: (21,847] | [added: )] |

| Total other comprehensive income (loss) | | | [removed: (41,487] [added: (23,561] | ) | | | [removed: (45,819] [added: (41,487] | ) | | | [removed: 46,846] [added: (45,819] | [added: )] |

| Total comprehensive income | | $ | [removed: 169,624] [added: 248,282] | | | $ | [removed: 200,954] [added: 169,624] | | | $ | [removed: 268,663] [added: 200,954] | |

| October 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Cash and cash equivalents | | $ | [removed: 50,268] [added: 67,239] | | | $ | [removed: 42,314] [added: 50,268] | |

| Receivables - net | | | [removed: 389,550] [added: 428,560] | | | | [removed: 365,844] [added: 389,550] | |

| Inventories - net | | | [removed: 225,672] [added: 220,361] | | | | [removed: 210,871] [added: 225,672] | |

| Deferred income taxes | | | [removed: 24,865] [added: —] | | | | [removed: 29,926] [added: 24,865] | |

| Prepaid expenses | | | [removed: 21,236] [added: 29,415] | | | | [removed: 23,728] [added: 21,236] | |

| Total current assets | | | [removed: 711,591] [added: 745,575] | | | | [removed: 672,683] [added: 711,591] | |

| Property, plant and equipment - net | | | [removed: 249,940] [added: 273,129] | | | | [removed: 224,439] [added: 249,940] | |

| Years ended October 31, 2016, 2015 and 2014 | | 2016 | | | | 2015 | | | | 2014 | | |

| | | $ | 2,422,365 | | | $ | 2,360,444 | |

| | | $ | 2,422,365 | | | $ | 2,360,444 | |

| Years ended October 31, 2016, 2015 and 2014 | | 2016 | | | | 2015 | | | | 2014 | | |

| Net income | | | 271,843 | | | | 211,111 | | | | 246,773 | |

| Translation adjustments | | | (8,693 | ) | | | (45,154 | ) | | | (23,972 | ) |

| Years ended October 31, 2016, 2015 and 2014 | | 2016 | | | | 2015 | | | | 2014 | | |

| Net income | | $ | 271,843 | | | $ | 211,111 | | | $ | 246,773 | |

| Balance at October 31, 2016 | | $ | (51,120 | ) | | $ | (117,127 | ) | | $ | (168,247 | ) |

| | | 2016 | | | | 2015 | | |

We are performing a preliminary review of the new guidance as compared to our current accounting policies.

We are currently assessing the impact this standard, along with the subsequent updates and clarifications, will have on our consolidated financial statements and disclosures.

During 2017, we plan to assess our contracts and consider our method of adoption.

In August 2015, the FASB issued an amendment to this standard, which added clarification to the presentation of debt issuance costs.

We do not expect this standard to have a material impact on our consolidated financial statements.

In November 2015, the FASB issued a new standard regarding the balance sheet classification of deferred taxes, which will require entities to present deferred tax assets and liabilities as noncurrent on the balance sheet.

This guidance simplifies the current guidance, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent on the balance sheet.

We have elected to early adopt this standard prospectively as of October 31, 2016, as is permitted under the standard.

Due to the prospective treatment, prior periods presented in these financial statements have not been adjusted.

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.

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 Consolidated Statements of Income 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.

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 $5,565 were recognized in 2016 relating to this initiative, 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 2017 and 2018.

The following table summarizes severance and restructuring activity during 2016 related this action:

| | | Employee | | | | Other | | | | | | |

| | | severance | | | | one-time | | | | | | |

| | | charges | | | | costs | | | | Total | | |

| Accrual Balance at October 31, 2015 | | $ | — | | | $ | — | | | $ | — | |

| Charged to expense | | | 4,576 | | | | 989 | | | | 5,565 | |

| Cash payments | | | — | | | | (624 | ) | | | (624 | ) |

| Non cash utilization | | | — | | | | (261 | ) | | | (261 | ) |

| | | | | | | | | | | | | |

| Proceeds from sale of marketable securities | | | — | | | | — | | | | 276 | |

A relative selling price hierarchy exists for determining the selling price of deliverables in multiple deliverable arrangements.

Vendor specific objective evidence (VSOE) is used, if available.

Third-party evidence (TPE) is used if VSOE is not available, and best estimated selling price (BESP) is used if neither VSOE nor TPE is available.

Options for 69 common shares were excluded from the diluted earnings per share calculation in 2014.

No options for common shares were excluded from the 2013 diluted earnings per share calculation.

| Balance at October 31, 2014 | | $ | 2,727 | | | $ | (105,926 | ) | | $ | (103,199 | ) |

Severance and restructuring costs of $11,411 were recognized in 2015.

Severance and restructuring costs of $2,551 were recorded during 2014.

Within the Adhesives Dispensing Systems segment, certain restructuring programs within our U.S. and European operations resulted in costs of $1,731.

Within the Advanced Technology Systems segment, restructuring initiatives in the U.S. resulted in severance costs of $579.

Within the Industrial Coatings Systems segment, restructuring activities in China resulted in severance costs of $241.

Severance and restructuring costs of $1,126 were recorded during 2013.

Within the Adhesives Dispensing Systems segment, a restructuring program to optimize certain European operations resulted in costs of $315.

Within the Advanced Technology Systems segment, restructuring initiatives that involved plant and facility consolidations and other programs resulted in severance costs of $811.

2013 acquisitions

On November 8, 2012, we purchased certain assets of Kodama Chemical Industry Co., Ltd., a Japanese licensed distributor of EDI Holdings, Inc, (EDI), that we had previously acquired in 2012.

This operation provides die sales to extrusion processors, web converters, and OEMs in Japan and Taiwan and carries out final manufacturing steps on new equipment to enhance die performance and accommodate local requirements.

The acquisition date fair value was $1,335, which consisted of cash transferred of $1,231 and a holdback liability of $104.

On August 30, 2013, we purchased 100 percent of the outstanding shares of Münster, Germany based Kreyenborg Group’s Kreyenborg GmbH and BKG Bruckmann & Kreyenborg Granuliertechnik GmbH (the Kreyenborg Group).

The Kreyenborg Group broadens our existing offering of screen changers, pumps and valves, critical components in the polymer processing melt stream for extrusion processes, and expands the product portfolio to include pelletizers, the key component in polymer compounding, recycling and related processes.

The acquired companies have additional operations in Shanghai, China, Kuala Lumpur and Malaysia, and are reported in our Adhesive Dispensing Systems segment.

We acquired the Kreyenborg Group for an aggregate purchase price of $169,994, net of cash acquired of $22,913 and debt assumed of $391.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $115,103 and identifiable intangible assets of $60,021 were recorded.

The identifiable intangible assets consist primarily of $42,306 of customer relationships (amortized over 15 years), $15,336 of technology (amortized over 15 years) and $1,851 of tradenames related to BKG (amortized over 10 years).

On September 27, 2013 we purchased certain assets of Nellcor Puritan Bennett Mexico, S.A. de C.V., a subsidiary of Covidien LP (Nellcor) to be used by our Value Plastics operation.

The fair value on the date of acquisition was $5,500, consisting solely of cash.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $2,301, property, plant and equipment of $1,149, technology of $740 (amortized over 10 years) and customer relationships of $1,310 (amortized over 25 years) were recorded.

Value Plastics is reported in our Advanced Technology Systems segment.

| | | | 394,052 | | | | 370,331 | |

| | | $ | 389,550 | | | $ | 365,844 | |

| | | | | | | | | |

| | | | 261,540 | | | | 245,111 | |

| | | $ | 225,672 | | | $ | 210,871 | |

| | | | 620,255 | | | | 574,849 | |

| | | $ | 140,931 | | | $ | 137,001 | |

We acquired WAFO on August 3, 2015 and Matrix on September 1, 2015.

| | | October 31, 2014 | | | | | | | | | | |

| Customer relationships | | $ | 200,028 | | | $ | 41,910 | | | $ | 158,118 | |

| | (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, [removed: 2015.] [added: 2016.] 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, [removed: 2015] [added: 2016] 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. |

| | (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 [removed: 2015] [added: 2016] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. |

Nordson Corporation 71

The information required by this Item is incorporated by reference to the captions “Election of Directors Whose Terms Expire in [removed: 2019”] [added: 2020”] and “Section 16(a) Beneficial Ownership Reporting Compliance” of our definitive Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting of Shareholders.

Information regarding Audit Committee financial experts is incorporated by reference to the caption “Election of Directors Whose Terms Expire in [removed: 2019”] [added: 2020”] of our definitive Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting of Shareholders.

A copy of the code of ethics is available free of charge on our Web site at [removed: http://www.nordson.com/governance.][added: http://www.nordson.com/en/our-company/corporate-governance.]

Nordson Corporation 78

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 [removed: 2016] [added: 2017] Annual Meeting of Shareholders, along with the sections captioned “Directors Compensation,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” [added: “Outstanding Equity Awards at October 31, 2016,”] “Option Exercises and Stock [removed: Vested,”] [added: Vested Tables,”] “Pension Benefits Table,” “Nonqualified Deferred Compensation” and “Potential Benefits Upon Termination” in our definitive Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Directors, Executive Officers and Large Beneficial Owners” in our definitive Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting of Shareholders.

The following table sets forth information regarding equity compensation plans in effect as of October 31, [removed: 2015:][added: 2016:]

| Equity compensation plans approved by security holders | | | [removed: 1,759] [added: 1,881] | | | $ | [removed: 50.74] [added: 58.41] | | | | [removed: 2,900] [added: 5,000] | |

| Total | | | 1,881 | | | $ | 58.41 | | | | 5,000 | |

| Total | | | 1,759 | | | $ | 50.74 | | | | 2,900 | |

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 [removed: 2016] [added: 2017] Annual Meeting of Shareholders.

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 [removed: 2016] [added: 2017] Annual Meeting of Shareholders.

Nordson Corporation [removed: 79][added: 72]

Consolidated Statements of Income for each of the three years in the period [removed: ending] [added: ended] October 31, [removed: 2015][added: 2016]

Consolidated Statements of Comprehensive Income for each of the three years in the period [removed: ending] [added: ended] October 31, [removed: 2015][added: 2016]

Consolidated Balance Sheets as of October 31, [removed: 2015] [added: 2016] and October 31, [removed: 2014][added: 2015]

Consolidated Statements of Shareholders’ Equity for each of the three years in the period [removed: ending] [added: ended] October 31, [removed: 2015][added: 2016]

Consolidated Statements of Cash Flows for each of the three years in the period [removed: ending] [added: ended] October 31, [removed: 2015][added: 2016]

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ending October 31, [removed: 2015.][added: 2016.]

| Date: December 15, [removed: 2015] [added: 2016] | By: | /s/ Gregory A. Thaxton |

Nordson Corporation [removed: 81][added: 73]

| /s/ Michael F. Hilton | Director, President and Chief Executive Officer (Principal Executive Officer) | December 15, [removed: 2015] [added: 2016] |

| /s/ Gregory A. Thaxton | Senior Vice President, Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) | December 15, [removed: 2015] [added: 2016] |

| /s/ Joseph P. Keithley | Chairman of the Board | December 15, [removed: 2015] [added: 2016] |

| /s/ Lee C. Banks | Director | December 15, [removed: 2015] [added: 2016] |

| /s/ Randolph W. Carson | Director | December 15, [removed: 2015] [added: 2016] |

| /s/ Arthur L. George, Jr. | Director | December 15, [removed: 2015] [added: 2016] |

| /s/ Frank M. Jaehnert | Director | December 15, [removed: 2015] [added: 2016] |

| /s/ Michael J. Merriman, Jr. | Director | December 15, [removed: 2015] [added: 2016] |

| /s/ [removed: May] [added: Mary] G. Puma | Director | December 15, [removed: 2015] [added: 2016] |

| /s/ Victor L. Richey, Jr. | Director | December 15, [removed: 2015] [added: 2016] |

Nordson Corporation [removed: 82][added: 74]

Nordson Corporation [removed: 83][added: 75]

| [removed: 3-b] [added: 10-m] | | [removed: 1998 Amended Regulations] [added: Employment Agreement between Registrant and Michael F. Hilton] (incorporated herein by reference to Exhibit [removed: 3-b] [added: 10-m] to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2010)] [added: 2015)*] |

| 4-b | | [added: Amended and Restated] Note Purchase and Private Shelf Agreement for [removed: $150] [added: $200] million between Nordson Corporation and New York Life Investment Management LLC dated as of [removed: June] [added: September] 30, [removed: 2011 (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011)] [added: 2016] |

| [removed: 4-h] 4-i | | [removed: 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)] $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) |

| [removed: 10-a] [added: 10-g-3] | | [removed: Amended and Restated] Nordson Corporation [removed: 2004 Management] [added: 2012 Stock] Incentive [removed: Compensation Plan] [added: and Award Plan, Form of Notice of Award – Key Employees (as amended November 24, 2014)] (incorporated herein by reference to Exhibit [removed: 10-a] [added: 10-g-3] to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2013)*] [added: 2014)*] |

| [removed: 10-b-1] [added: 10-b-3] | | [added: First amendment to the] Nordson Corporation 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit [removed: 10-b-1] [added: 10.1] to Registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: October 31, 2010)*] [added: April 30, 2016).] |

Nordson Corporation [removed: 84][added: 76]

| [removed: 10-e-2] [added: 10-g-4] | | Nordson Corporation [removed: 2005 Excess Defined Benefit Pension Plan] [added: 2012 Stock Incentive and Award Plan, Form of Notice of Award – Executive Officers (as amended November 24, 2014)] (incorporated herein by reference to Exhibit [removed: 10-e-2] [added: 10-g-4] to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2010)*] [added: 2014)*] |

| [removed: 10-g-3] [added: 10-h-1] | | [removed: Nordson Corporation 2012 Stock Incentive and Award Plan,] Form of [removed: Notice of Award (as amended November 24, 2014)] [added: Change in Control Retention Agreement between the Registrant and Executive Officers] (incorporated herein by reference to Exhibit [removed: 10-g-3] [added: 10-h-1] to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)* |

| [removed: 10-g-4] [added: 10-n] | | [removed: Nordson Corporation 2012 Stock Incentive] [added: Employment Agreement (Change in Control Retention Agreement) between Registrant] and [removed: Award Plan, Form of Notice of Award (as amended November 24, 2014)] [added: Michael F. Hilton] (incorporated herein by reference to Exhibit [removed: 10-g-4] [added: 10-n] to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2014)*] [added: 2015)*] |

| 10-i | | Compensation Committee Rules of the Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred [removed: compensation (incorporated herein by reference to Exhibit 10-i to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*] [added: compensation*] |

Nordson Corporation [removed: 85][added: 77]

| 10-j | | Compensation Committee Rules of the Nordson Corporation Amended and Restated Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred [removed: compensation (incorporated herein by reference to Exhibit 10-j to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2010)*] [added: compensation*] |

| [removed: 10-m] [added: 10-o] | | [removed: Employment] [added: Supplemental Retirement] Agreement between [added: the] Registrant and Michael F. Hilton* |