filings.toolsItem 15. Exhibits and Financial Statement Schedule
18K characters. Original on sec.gov · Markdown
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, 2016
Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, 2016
Consolidated Balance Sheets as of October 31, 2016 and October 31, 2015
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, 2016
Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2016
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 ending October 31, 2016.
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 73
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, 2016 | By: | /s/ Gregory A. Thaxton |
| Gregory A. Thaxton | ||
| Senior Vice President, Chief Financial Officer |
Nordson Corporation 74
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, 2016 |
| Michael F. Hilton | ||
| /s/ Gregory A. Thaxton | Senior Vice President, Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) | December 15, 2016 |
| Gregory A. Thaxton | ||
| /s/ Joseph P. Keithley | Chairman of the Board | December 15, 2016 |
| Joseph P. Keithley | ||
| /s/ Lee C. Banks | Director | December 15, 2016 |
| Lee C. Banks | ||
| /s/ Randolph W. Carson | Director | December 15, 2016 |
| Randolph W. Carson | ||
| /s/ Arthur L. George, Jr. | Director | December 15, 2016 |
| Arthur L. George, Jr. | ||
| /s/ Frank M. Jaehnert | Director | December 15, 2016 |
| Frank M. Jaehnert | ||
| /s/ Michael J. Merriman, Jr. | Director | December 15, 2016 |
| Michael J. Merriman, Jr. | ||
| /s/ Mary G. Puma | Director | December 15, 2016 |
| Mary G. Puma | ||
| /s/ Victor L. Richey, Jr. | Director | December 15, 2016 |
| Victor L. Richey, Jr. |
Nordson Corporation 75
Schedule II – Valuation and Qualifying Accounts and Reserves
| Balance at | Assumed | Balance | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning | from | Charged to | Currency | at End | ||||||||||||||||||||
| of Year | Acquisitions | Expense | Deductions | Effects | of Year | |||||||||||||||||||
| Allowance for Doubtful Accounts | ||||||||||||||||||||||||
| 2014 | $ | 4,265 | 121 | 867 | 551 | (215 | ) | $ | 4,487 | |||||||||||||||
| 2015 | $ | 4,487 | 178 | 1,014 | 773 | (404 | ) | $ | 4,502 | |||||||||||||||
| 2016 | $ | 4,502 | 10 | 1,867 | 945 | 101 | $ | 5,535 | ||||||||||||||||
| Inventory Obsolescence and Other Reserves | ||||||||||||||||||||||||
| 2014 | $ | 26,579 | 1,045 | 6,706 | 6,361 | (1,225 | ) | $ | 26,744 | |||||||||||||||
| 2015 | $ | 26,744 | 333 | 9,154 | 6,741 | (1,260 | ) | $ | 28,230 | |||||||||||||||
| 2016 | $ | 28,230 | 35 | 6,684 | 6,096 | 471 | $ | 29,324 |
Nordson Corporation 76
NORDSON CORPORATION
Index to Exhibits
(Item 15(a) (3))
| Exhibit Number | Description | |
|---|---|---|
| (3) | Articles of Incorporation and By-Laws | |
| 3-a | 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011) | |
| 3-a-1 | Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011) | |
| 3-b | 1998 Amended Regulations | |
| (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 | |
| 4-c | $500 million Credit Agreement dated December 9, 2011 between Nordson Corporation and various financial institutions (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated December 12, 2011) | |
| 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) | |
| (10) | Material Contracts | |
| 10-b-1 | Nordson Corporation 2005 Deferred Compensation Plan* | |
| 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* | |
| 10-c-2 | Form of Indemnity Agreement between the Registrant and Executive Officers, effective November 1, 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 (incorporated herein by reference to Exhibit 10-d-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011)* | |
| 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* | |
| 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-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* |
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* | |
| 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* | |
| 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 | |
| 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-t | Agreement and Primary Release of Claims dated June 24, 2014 between Registrant and Peter G. Lambert (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014) | |
| 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 (Nos. 33-18309 and 33-33481) |
Nordson Corporation 79
NORDSON CORPORATION
Index to Exhibits
(Item 15(a) (3))
| Exhibit Number | Description | |
|---|---|---|
| 101 | The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income for the years ended October 31, 2016, 2015 and 2014, (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, 2016, 2015 and 2014 (iii) the Consolidated Balance Sheets at October 31, 2016 and 2015, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, 2016, 2015 and 2014, (v) the Consolidated Statements of Cash Flows for the years ended October 31, 2016, 2015 and 2014, 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. |
|---|
Nordson Corporation 80
Previous: Item 14. Principal Accountant Fees and Services