NORDSON CORP — Annual Report 2017

Jun 28, 2017

11-K 1 d418149d11k.htm FORM 11-K Form 11-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark one)

☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

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

For the transition period from to

Commission file number 0-7977

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

NORDSON EMPLOYEES’ SAVINGS TRUST PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145

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INDEX

Report of Independent Registered Public Accounting Firm
Financial Statements:
Statement of Net Assets Available for Benefits	2
Statement of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4-14
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at End of Year	15
Schedule of Reportable Transactions	16
Schedule of Delinquent Contributions	17

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Retirement Committee and Participants

Nordson Employees’ Savings Trust Plan

Westlake, Ohio

We have audited the accompanying Statement of Net Assets Available for Benefits of the Nordson Employees’ Savings Trust Plan (“Plan”) as of December 31, 2016 and 2015, and the related Statements of Changes in Net Assets Available for Benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits of the Plan as of December 31, 2016 and 2015, in conformity with accounting principles generally accepted in the United States of America.

The supplemental Schedule of Assets Held for Investment Purposes at End of Year as of December 31, 2016, Schedule of Reportable Transactions for the year ended December 31, 2016, and Schedule of Delinquent Contributions for the year ended December 31, 2015 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with Department of Labor’s (DOL) Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Meaden & Moore, Ltd.

MEADEN & MOORE, LTD.

Cleveland, Ohio

June 28, 2017

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STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

Nordson Employees’ Savings Trust Plan

	December 31 — 2016	2015
ASSETS
Receivables:
Employee contributions	$ —	$ 12
Employer contributions	176,268	203,337
Notes receivable from participants	7,490,610	7,379,585
Dividends	173,305	171,976
Total Receivables	7,840,183	7,754,910
Investments at fair value:
Baron Small Cap Fund (Institutional Class)	23,033,607	23,035,157
Hartford Life	51,201,190	49,708,878
Loomis Sayles Core Plus Bond Fund (Class Y)	29,293,923	26,260,171
Mainstay Balanced Fund (Class I)	34,240,308	29,066,538
Mainstay Large Cap Growth (Class I)	38,477,890	43,219,165
Mainstay S&P 500 Index Fund (Class I)	50,489,608	46,733,709
MFS Institutional International Equity Fund	5,911,363	6,024,947
MFS International New Discovery Fund (Class R4)	18,398,477	20,386,523
National Western Annuities	60,172	111,498
Nordson Corporation Common Stock	69,789,782	47,269,889
Northern Trust Focus 2015 Fund—Tier N	4,769,531	4,090,014
Northern Trust Focus 2020 Fund—Tier N	8,187,396	6,519,246
Northern Trust Focus 2025 Fund—Tier N	7,437,739	6,046,192
Northern Trust Focus 2030 Fund—Tier N	12,265,928	10,745,862
Northern Trust Focus 2035 Fund—Tier N	3,877,758	2,793,416
Northern Trust Focus 2040 Fund—Tier N	4,335,022	3,859,891
Northern Trust Focus 2045 Fund—Tier N	2,091,160	1,328,223
Northern Trust Focus 2050 Fund—Tier N	2,360,913	1,837,465
Northern Trust Focus 2055 Fund—Tier N	6,298,444	5,779,776
PIMCO Money Market Fund (Administrative Class)	—	1,805,260
T. Rowe Price Institutional Large Cap Value Fund	11,703,858	10,628,355
Vanguard Mid Cap Index Fund (Institutional Class)	17,368,353	15,595,565
Wells Fargo Advantage Government Money Market Fund	21,454,771	17,572,774
Total Investments at Fair Value	423,047,193	380,418,514
Investment at contract value:
KeyBank NA Managed Guaranteed Investment Contract Fund	18,878,389	10,667,881
Total Investments	441,925,582	391,086,395
TOTAL ASSETS	449,765,765	398,841,305
LIABILITIES	—	76,990
NET ASSETS AVAILABLE FOR BENEFITS	$ 449,765,765	$ 398,764,315

See accompanying notes.

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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Nordson Employees’ Savings Trust Plan

	Year Ended December 31 — 2016	2015
Additions to Net Assets Attributed to:
Contributions:
Employer	$ 5,706,202	$ 5,652,351
Employee	16,620,081	16,297,193
Rollover	1,012,464	794,236
Total Contributions	23,338,747	22,743,780
Interest income—notes receivable from participants	327,555	315,982
Investment Income:
Interest and dividend income	18,832,007	16,280,245
Net unrealized/realized appreciation (depreciation)	35,734,667	(24,598,557	)
Net Investment Income (Loss)	54,566,674	(8,318,312	)
Deductions from Net Assets Attributed to:
Benefits paid to participants	27,809,072	22,520,487
Expenses	357,482	377,401
Total Deductions	28,166,554	22,897,888
Net Increase (Decrease) Before Transfers	50,066,422	(8,156,438	)
Transfers from Another Plan:
Nordson Corporation Non-Union Employees Stock Ownership Plan	431,995	247,220
Nordson Corporation Hourly-Rated Employees’ Savings Trust Plan	—	26,858
Sealant Equipment, Inc. & Engineering Retirement Plan and Trust	—	4,080,559
Xaloy, Inc. 401(k) Retirement Plan	—	19,143,251
Avalon Laboratories, LLC 401(k) Plan	—	3,458,396
MatriX-FocalSpot, Inc. 401(k) Plan	503,033	—
Total Transfers	935,028	26,956,284
Net Increase	51,001,450	18,799,846
Net Assets Available for Benefits:
Beginning of the Year	398,764,315	379,964,469
End of the Year	$ 449,765,765	$ 398,764,315

See accompanying notes.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

1 Description of Plan

The following description of the Nordson Employees’ Savings Trust Plan (“Plan”) provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

General:

The Plan, which began March 16, 1962, is a defined contribution plan covering certain salaried, full-time and part-time, domestic employees of Nordson Corporation (“Company”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The Plan was restated effective January 1, 2016 to incorporate all prior amendments and to state the terms of the related trust in a separate agreement.

On August 1, 2015, assets of the Xaloy, Inc. 401(k) Retirement Plan related to participants not covered by a collective bargaining agreement were merged into the Plan. Effective January 1, 2015, employees of Avalon Laboratories, Inc. became participants in the Plan and on November 1, 2015, the assets of the Avalon Laboratories, LLC 401(k) Plan were merged into the Plan. On February 2, 2015, assets of Sealant Equipment, Inc. & Engineering Retirement Plan and Trust were merged into the Plan. Effective January 1, 2016, employees of MatriX-FocalSpot, Inc. became participants in the Plan and on October 3, 2016, the assets of MatriX-FocalSpot, Inc. 401(k) Plan were merged into the Plan.

In April 2015, New York Life Retirement Plan Services, the former trustee of the Plan, merged into John Hancock Retirement Plan Services (“John Hancock”). As a result, John Hancock is now the trustee of the Plan.

Eligibility:

All salaried and non-union hourly domestic employees of the Company are eligible to become active participants in the Plan effective beginning with the first payroll period after completion of one hour of service.

Contributions:

Pre-tax Employee Contribution—Participants may elect between 1% and 30% of their compensation to be contributed to the Plan by the Company. Certain higher-paid participants may be limited to a lesser percentage. New employees will be auto-enrolled into the Plan after 30 days of employment with pre-tax contributions of 3% of their compensation.

Participant pre-tax contributions are automatically increased by 1% each year until a contribution rate of 6% is reached. Participants can opt out of the automatic increase program.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

1 Description of Plan, Continued

Contributions, Continued:

Post-tax Employee Contribution—Participants may elect between 1% and 5% of their compensation to be contributed to the Plan by the Company. Certain higher-paid participants may be limited to a lesser percentage.

Total pre-tax and post-tax employee contributions may not exceed 30%.

Employer Contributions—The Company makes contributions equal to 50% of each participant’s contributions, which were attributable to the first 6% of compensation, subject to Plan restrictions.

The Company may also make additional discretionary contributions, if authorized by its Board of Directors.

Rollover contributions from other plans are also accepted, provided certain specified conditions are met.

Contributions are subject to limitations on annual additions and other limitations imposed by the Internal Revenue Code, as defined in the Plan agreement.

Participants’ Accounts:

A separate account in each fund is maintained for each participant. The account balances for participants are adjusted periodically as follows:

a) As of the date with respect to which the contribution was earned.

b) Daily for a pro rata share of each respective Fund’s net investment income, determined by the percentage increase or decrease in the value of the Fund.

c) Annually for a pro rata share of forfeitures, determined by the ratio that each active participant’s deferral or contribution percentage in effect on the last day of the Plan year (not to exceed 6%) bears to the sum of the deferral or contribution percentages for all active participants.

Vesting:

Participants are fully vested in all employee contributions and rollover contributions and the related gains and losses. Participants vest in employer contributions (adjusted for gains and losses) 33 1/3% for each year of service.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

1 Description of Plan, Continued

Forfeitures:

Forfeitures due to termination from the Plan before a participant is 100% vested shall be allocated to remaining participants. Forfeitures are available for allocation after the earlier of a five-year period commencing from the date on which the participant’s employment was terminated or upon the participant requesting a distribution. Forfeitures available to be allocated are fully allocated to the remaining participants. Forfeitures allocated were $69,665 (2016) and $92,339 (2015). Forfeitures available to be allocated were $67,957 (2016) and $69,662 (2015).

Notes Receivable from Participants:

Notes receivable are permitted under certain circumstances and are subject to limitations. Participants may borrow from their fund accounts up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance. Notes receivable are repaid over a period not to exceed five years.

The notes receivable are secured by the balance in the participant’s account and bear interest at rates established by the Company. Principal and interest are paid ratably through payroll deductions.

Payment of Benefits:

Upon retirement after age 55 or death or disability, if earlier, the balance in the separate account is paid to the participant or his beneficiaries either in a lump sum or in installments. A participant who has attained age 59 1/2 can also elect to withdraw amounts from his separate account. Until distribution, each account shall participate in the allocation of earnings and appreciation or depreciation of assets.

If the employment of a participant is terminated for any cause other than death or total disability prior to the attainment of the age of 55 years, any distribution will be based on the number of years the participant participated in the Plan. The portion of the account to be distributed will be equal to all the employee’s contributions and related earnings, plus 33 1/3% of the remainder of the balance (the employer’s matching contribution, forfeitures and related earnings) in the separate account for each full year of participation in the Plan up to 100%.

Investment Options:

Each participant may direct that all of his contributions and, when the participant is fully vested or attains age 55, all matching employer contributions, be invested jointly in 1% increments in any of the investment funds offered by the Plan. For participants not fully vested and less than 55 years old, all Company matching contributions are deposited in the Nordson Match Stock Fund. A participant who has completed at least three years of service may elect to have his separate account, which is attributable to employer matching contributions and invested in the Nordson Match Stock Fund, transferred to any other investment option.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

2 Summary of Significant Accounting Policies

Basis of Accounting:

The Plan’s transactions are reported on the accrual basis of accounting.

Investment Valuation:

Investments are reported at fair value, except for fully benefit-responsive investment contracts, which are reported at contract value. Investments in equity and debt securities traded on a national exchange and mutual funds are valued at the market price on the last business day of the Plan year. Securities traded in the over-the-counter market are valued at the mean between the last reported bid and ask prices. Deposits under group annuity contracts are valued at the fair value as reported by the insurance companies. Guaranteed investment contracts are valued at contract value which represents contributions and reinvested income, less any withdrawals, plus accrued interest, because these investments have fully benefit-responsive features.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Interest is calculated and paid using money market interest rates on late transfers of money between the various funds. This is done to record the proper investment earnings within each fund.

Notes Receivable from Participants:

Notes receivable from participants are valued at their unpaid principal balance plus any accrued, but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. No allowance for credit losses has been recorded as of December 31, 2016 or 2015. Delinquent participant loans are deemed distributions based on the terms of the Plan document.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Plan Termination:

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

2 Summary of Significant Accounting Policies, Continued

Risks and Uncertainties:

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Recent Accounting Pronouncements:

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07). This standard removes, from the fair value hierarchy, investments for which fair value is measured using the net asset value per share practical expedient under ASC 820. ASU 2015-07 is effective for the Plan retrospectively for the year ending December 31, 2016. The Plan has adopted this standard for the December 31, 2016 financial statements on a retrospective basis and modified the presentation of the fair value hierarchy tables included in the notes to financial statements.

3 Tax Status

On December 29, 2016, the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan Administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the Plan’s Administrator and tax counsel believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken uncertain tax positions that more-likely-than-not would not be sustained upon examination by applicable taxing authorities. The Plan Administrator has analyzed tax positions taken by the Plan and has concluded that, as of December 31, 2016, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. However, currently no audits for any tax periods are in progress.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

4 Fair Value Measurements

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be reported at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance.

The guidance also establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are described as follows:

• Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

• Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

• Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used to measure fair value of assets held in the Plan. There have been no changes in the methodologies used at December 31, 2016 and 2015.

Mutual Funds: The mutual funds are public investment vehicles valued using the net asset value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund. The NAV is a quoted price in an active market, thus the mutual funds are classified within Level 1 of the hierarchy.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

4 Fair Value Measurements, Continued

Money Market Funds: The money market funds are public investment vehicles that are valued with a NAV of $1. This NAV is a quoted price in an active market, thus these investments are classified within Level 1 of the hierarchy.

Common/Collective Funds: Common/collective funds are public investment vehicles valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the assets owned by the funds, less liabilities. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the common/collective funds, the investment advisor reserves the right to temporarily delay withdrawal from the funds in order to ensure that securities liquidations will be carried out in an orderly business manner. These investments are not quoted on an active market.

Nordson Corporation Common Stock: The stock is valued at the closing price reported on the NASDAQ stock exchange and is classified within Level 1 of the hierarchy.

Investment Contracts: These are investments in group annuity contracts with Hartford Life, which guarantee a fixed interest rate each year. The assets are valued at the fair value as reported by Hartford Life. This value is calculated monthly and is the sum of amounts invested, less withdrawals, plus interest computed at the guaranteed interest rate. These contracts do not hold any specific assets. These investments are classified within Level 3 of the hierarchy.

Annuity: This annuity is invested with National Western Life. The asset is valued at contract value, as reported by National Western Life. This value is the sum of the amounts invested, less withdrawals, plus simple interest at the guaranteed rate, earned daily, compounded annually. This investment is classified within Level 3 of the hierarchy.

Investments measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2016:

	Fair Value Measurements Using Input Type: — Level 1	Level 2	Level 3	Total
Money Market Fund	$ 21,454,771	$ —	$ —	$ 21,454,771
Mutual Funds	228,917,387	—	—	228,917,387
Investment Contracts	—	—	51,201,190	51,201,190
Annuities	—	—	60,172	60,172
Nordson Corporation Common Stock	69,789,782	—	—	69,789,782
Total Investments in the Fair Value Hierarchy	$ 320,161,940	$ —	$ 51,261,362	371,423,302
Investments measured at Net Asset Value:
Common/Collective Funds				51,623,891
Total Investments at Fair Value				$ 423,047,193

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

4 Fair Value Measurements, Continued

Investments measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2015:

	Fair Value Measurements Using Input Type: — Level 1	Level 2	Level 3	Total
Money Market Funds	$ 19,378,034	$ —	$ —	$ 19,378,034
Mutual Funds	220,950,130	—	—	220,950,130
Investment Contracts	—	—	49,708,878	49,708,878
Annuities	—	—	111,498	111,498
Nordson Corporation Common Stock	47,269,889	—	—	47,269,889
Total Investments in the Fair Value Hierarchy	$ 287,598,053	$ —	$ 49,820,376	337,418,429
Investments measured at Net Asset Value:
Common/Collective Funds				43,000,085
Total Investments at Fair Value				$ 380,418,514

The table below sets forth the changes in fair value of the Plan’s Level 3 assets for the year ended December 31, 2016:

Balance—Beginning of the Year	Investment Contracts — $ 49,708,878	Annuities — $ 111,498	$	49,820,376
Investment income	1,492,312	2,202		1,494,514
Sales	—	(53,528	)	(53,528	)
Balance—End of the Year	$ 51,201,190	$ 60,172	$	51,261,362

The table below sets forth the changes in fair value of the Plan’s Level 3 assets for the year ended December 31, 2015:

	Investment Contracts	Annuities	Total
Balance—Beginning of the Year	$ 48,261,656	$ 107,210	$ 48,368,866
Investment income	1,447,222	4,288	1,451,510
Balance—End of the Year	$ 49,708,878	$ 111,498	$ 49,820,376

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

4 Fair Value Measurements, Continued

The following table represents the Plan’s Level 3 financial instruments, the valuation techniques used to measure the fair value of those financial instruments, the significant unobservable inputs and the ranges of value for those inputs as of December 31, 2016 and 2015:

| Instrument | Fair
Value | Principal Valuation Technique | Unobservable Inputs | Range
of Significant Input Values | Weighted Average |
| --- | --- | --- | --- | --- | --- |
| Investment contracts | $51,201,190 (2016); $49,708,878 (2015) | Amounts invested, less withdrawals, plus interest at guaranteed
rate | Guaranteed interest rates | 3.0% for 2016 and 2015 | N/A |
| Annuities | $60,172 (2016); $111,498 (2015) | Amounts invested, less withdrawals, plus interest at guaranteed
rate | Guaranteed interest rates | Two tiers, one at 4.0% and one at 6.0% (2016 & 2015) | N/A |

5 Collective Trust Fund with Guaranteed Investment Contracts

The KeyBank NA Managed Guaranteed Investment Contract Fund is a collective trust which holds traditional and synthetic guaranteed investment contracts. Guaranteed investment contracts are valued at contract value because the investments are fully benefit-responsive. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Withdrawals for benefit payments and loan advances are generally permitted daily. However, certain Company-initiated events limit the ability of the Plan to transact at contract value and may require a 12-month advance notice. Such events include the following: plant closings, plan terminations, mergers, layoffs, early retirement incentives, bankruptcy of the Company, employer communications designed to induce participants to transfer from the fund and failure of the Plan to qualify for exemption from federal income taxes. The Plan Administrator does not believe that the occurrence of any such event which would limit the Plan’s ability to transact at contract value is probable. The Fund may terminate the contract with the Plan with thirty days’ notice. There are no reserves against contract value for credit risk of contract issuers or otherwise.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

6 Non-Participant-Directed Investments

Information about the net assets and the significant components of changes in net assets related to non-participant-directed investments, which are included within the Nordson Corporation Stock Fund, PIMCO Money Market Fund (Administrative Class) and Wells Fargo Advantage Government Money Market Fund, is as follows:

	2016
Nordson Match Stock Fund
Net Assets:
Nordson Corporation Common Stock	$ 21,813,276	$	12,961,953
PIMCO Money Market Fund (Administrative Class)	—		495,023
Wells Fargo Advantage Government Money Market Fund	777,356		—
Dividends receivable	54,168		47,158
	$ 22,644,800	$	13,504,134
Changes in Net Assets:
Contributions	$ 822,154	$	899,433
Interest and dividend income	210,434		170,882
Net unrealized/realized appreciation (depreciation)	9,629,790		(2,803,162	)
Distributions to participants	(589,061	)	(702,580	)
Net transfers to participant-directed funds	(932,651	)	(356,045	)
	$ 9,140,666	$	(2,791,472	)

7 Party-in-Interest Transactions

Certain legal, accounting and administrative expenses are paid by the Company. The Plan also invests in the common stock of the Company.

8 Diversification

An employee who has participated under the Nordson Corporation Non-Union Employees Stock Ownership Plan for 10 or more years and who has attained age 55 may elect, within the 90-day election period following the close of each Plan year during his qualified period, to transfer up to 25% of the aggregate balance of his separate account from the Nordson Corporation Non-Union Employees Stock Ownership Plan to the Nordson Employees’ Savings Trust Plan. For the last Plan year in his qualified period, he may elect to transfer up to 50% of the aggregate balance of his separate account. The qualified period is the six Plan year period beginning with the Plan year following the Plan year in which the participant attains age 55 or completes 10 years as a participant, whichever is later.

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NOTES TO FINANCIAL STATEMENTS

Nordson Employees’ Savings Trust Plan

9 Prohibited Transactions

During the Plan year ended December 31, 2015, employee withholdings in the amount of $12 were not remitted by the Company to the Plan within the required timeframe, as defined by ERISA. This transaction constitutes a prohibited transaction. The Company has remitted the contributions to the Plan and followed the appropriate correction guidelines.

10 Subsequent Events

Management evaluates events occurring through the date the financial statements are available to be issued in determining the accounting for and disclosure of transactions and events that affect the financial statements.

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SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR

Form 5500, Schedule H, Part IV, Line 4i

Nordson Employees’ Savings Trust Plan

EIN 34-0590250

Plan Number 002

December 31, 2016

(a)	(b) Identity of Issuer, Borrower, Lessor or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value	(d) Cost**	(e) Current Value
	Baron Small Cap Fund (Institutional Class)	883,190 Shares, Mutual Fund	N/A	$ 23,033,607
	Hartford Life	3.00%, Group Annuity Contract #30237401	N/A	51,201,190
	KeyBank NA Managed Guaranteed Investment Contract Fund	721,298 Shares, Guaranteed Investment Contract	N/A	18,878,389
	Loomis Sayles Core Plus Bond Fund (Class Y)	2,295,762 Shares, Mutual Fund	N/A	29,293,923
	Mainstay Balanced Fund (Class I)	1,072,355 Shares, Mutual Fund	N/A	34,240,308
	Mainstay Large Cap Growth (Class I)	4,505,608 Shares, Mutual Fund	N/A	38,477,890
	Mainstay S&P 500 Index Fund (Class I)	1,091,667 Shares, Mutual Fund	N/A	50,489,608
	MFS Institutional International Equity Fund	291,775 Shares, Mutual Fund	N/A	5,911,363
	MFS International New Discovery Fund (Class R4)	681,425 Shares, Mutual Fund	N/A	18,398,477
	National Western Annuities	60,172 Shares, Group Annuity Contract	N/A	60,172
*	Nordson Corporation Common Stock	428,171 Shares, Common Stock	N/A	47,976,506
*	Nordson Corporation Common Stock	194,674 Shares, Common Stock	$11,907,729	21,813,276
	Northern Trust Focus 2015 Fund—Tier N	31,597 Shares, Collective Fund	N/A	4,769,531
	Northern Trust Focus 2020 Fund—Tier N	52,996 Shares, Collective Fund	N/A	8,187,396
	Northern Trust Focus 2025 Fund—Tier N	47,024 Shares, Collective Fund	N/A	7,437,739
	Northern Trust Focus 2030 Fund—Tier N	75,371 Shares, Collective Fund	N/A	12,265,928
	Northern Trust Focus 2035 Fund—Tier N	23,219 Shares, Collective Fund	N/A	3,877,758
	Northern Trust Focus 2040 Fund—Tier N	25,778 Shares, Collective Fund	N/A	4,335,022
	Northern Trust Focus 2045 Fund—Tier N	12,433 Shares, Collective Fund	N/A	2,091,160
	Northern Trust Focus 2050 Fund—Tier N	14,035 Shares, Collective Fund	N/A	2,360,913
	Northern Trust Focus 2055 Fund—Tier N	37,395 Shares, Collective Fund	N/A	6,298,444
	T. Rowe Price Institutional Large Cap Value Fund	558,124 Shares, Mutual Fund	N/A	11,703,858
	Vanguard Mid Cap Index Fund (Institutional Class)	482,588 Shares, Mutual Fund	N/A	17,368,353
	Wells Fargo Advantage Government Money Market Fund	777,356 Shares, Money Market Fund	$777,356	777,356
	Wells Fargo Advantage Government Money Market Fund	20,677,415 Shares, Money Market Fund	N/A	20,677,415
				441,925,582
*	Participant loans	Participant loans (interest ranging from 3.25% to 8.25%)	N/A	7,490,610
				$449,416,192
*	Party-in-interest to the Plan.
**	Historical cost provided only for non-participant-directed investments.

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SCHEDULE OF REPORTABLE TRANSACTIONS

Form 5500, Schedule H, Part IV, Line 4j

Nordson Employees’ Savings Trust Plan

EIN 34-0590250

Plan Number 002

December 31, 2016

(a) Identity of Party Involved	(b) Description of Asset	(c) Purchase Price	(d) Selling Price	(e) Lease Rental	(f) Expense Incurred with Transaction	(g) Cost of Asset	(h) Current Value of Asset on Transaction Date	(i) Net Gain (Loss)
Category (iii)	Series of transactions of the same issue in excess of 5% of plan assets
John Hancock Trust Company LLC	PIMCO Money Market Fund (Administrative Class)	$ 28,413,563	$ —	$ —	$ —	$ 28,413,563	$ 28,413,563	$ —
John Hancock Trust Company LLC	PIMCO Money Market Fund (Administrative Class)	$ —	$ 30,218,823	$ —	$ —	$ 30,218,823	$ 30,218,823	$ —
John Hancock Trust Company LLC	Nordson Corporation Common Stock	$ —	$ 27,990,937	$ —	$ 7,148	$ 17,968,065	$ 27,990,937	$ 10,015,724
John Hancock Trust Company LLC	Wells Fargo Advantage Government Money Market Fund	$ 25,505,413	$ —	$ —	$ —	$ 25,505,413	$ 25,505,413	$ —
John Hancock Trust Company LLC	Wells Fargo Advantage Government Money Market Fund	$ —	$ 23,018,411	$ —	$ —	$ 23,018,411	$ 23,018,411	$ —

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Table of Contents

SCHEDULE OF DELINQUENT CONTRIBUTIONS

Form 5500, Schedule H, Line 4a

Nordson Employees’ Savings Trust Plan

EIN 34-0590250

Plan Number 002

December 31, 2015

Participant contributions Transferred Late to Plan — Check Here if Late Participant Loan Repayments are Included	Contributions Corrected Outside VFCP
$12	$12

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Table of Contents

Exhibits

The following exhibit is filed herewith:

Exhibit No.
23-a	Consent of Independent Registered Public Accounting Firm

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 28, 2017
By	/s/ Gregory A. Thaxton
	Gregory A. Thaxton
	Senior Vice President, Chief Financial Officer
	Nordson Corporation