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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X
--- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the fiscal year ended OCTOBER 28, 2001
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
for the transition period from to
---------- ----------
Commission file number 0-7977
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NORDSON CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0590250
- ------------------------------- ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
28601 Clemens Road, Westlake, Ohio 44145 (440) 892-1580
- ------------------------------------ -------- ------------------
(Address of principal executive offices) (Zip Code) (Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares With No Par Value
-------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
-------
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
$596,315,000 as of December 31, 2001
- ------------------------------------
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date. 33,199,575 Common Shares as of
December 31, 2001 ------------------------------
- -----------------
Documents incorporated by reference: list the following documents if
incorporated by reference and the part of the Form 10-K into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.
Portions of the 2001 Annual Report - Parts I, II and IV
Portions of the Proxy Statement for the 2002 Annual Meeting - Part III
1
PART I
------
ITEM 1. BUSINESS.
GENERAL DEVELOPMENT OF BUSINESS
-------------------------------
GENERAL DESCRIPTION OF BUSINESS
Founded in 1954, Nordson Corporation (the Company) designs,
manufactures and markets precision dispensing systems that apply adhesives,
sealants and coatings to a broad range of consumer and industrial products
during manufacturing operations, helping customers meet quality, productivity
and environmental targets. The Company also manufactures technology-based
systems for curing and surface treatment processes.
Nordson products are used in a diverse range of end markets including:
appliance, automotive, bookbinding, container, converting, electronics, food and
beverage, furniture, medical, metal finishing, nonwovens, packaging and other
diverse industries.
The Company's consistent growth is based on a customer-driven strategy
that is global in scope. Headquartered in Westlake, Ohio, Nordson markets its
products through a network of direct operations in 31 countries throughout North
America, Europe, Japan, Asia, Latin America and Australia. Consistent with this
strategy, more than 50 percent of the Company's revenues are generated outside
the United States.
Nordson has approximately 3,900 employees worldwide and has principal
manufacturing facilities in Ohio, Georgia, Alabama, California, Connecticut, New
Jersey, Florida, Rhode Island, Germany, The Netherlands, and the United Kingdom.
CORPORATE PURPOSE AND GOALS
Nordson Corporation strives to be a vital, self-renewing, worldwide
organization which, within the framework of ethical behavior and enlightened
citizenship, grows and produces wealth for its customers, employees,
shareholders, and communities.
Nordson operates for the purpose of creating balanced, long-term
benefits for all of our constituencies: customers, employees, shareholders and
communities.
Our corporate goal for growth is to double the value of the Company
over a five-year period, with the primary measure of value set by the market for
Company shares.
While external factors may impact value, the achievement of this goal
will rest with earnings growth, capital and human resource efficiency, and
positioning for the future.
Nordson does not expect every quarter to produce increased sales,
earnings and earnings per share, or to exceed the comparative prior year's
quarter. We do expect to produce long-term gains. When short-term swings occur,
we do not intend to alter our basic objectives in efforts to mitigate the impact
of these natural occurrences.
2
Growth is achieved by seizing opportunities with existing products and
markets, investing in systems to maximize productivity, and pursuing growth
markets. This strategy is augmented through product line additions, engineering,
research and development, and acquisition of companies that can serve
multinational industrial markets.
We create benefits for our customers through a Package of Values(TM),
which includes carefully engineered, durable products; strong service support;
the backing of a well-established worldwide company with financial and technical
strengths; and a corporate commitment to deliver what was promised.
We strive to provide genuine customer satisfaction; it is the
foundation upon which we continue to build our business.
Complementing our business strategy is the objective to provide
opportunities for employee self-fulfillment, growth, security, recognition and
equitable compensation.
This goal is met through employee training and the creation of
on-the-job growth opportunities. The result is a highly qualified and
professional management team capable of meeting corporate objectives.
We recognize the value of employee participation in the planning
process. Strategic and operating plans are developed by all business units and
divisions, resulting in a sense of ownership and commitment on the part of
employees in accomplishing company objectives.
Nordson Corporation is an equal opportunity employer.
Nordson is committed to contributing an average of 5 percent of
domestic pretax earnings to human services, health, education and other
charitable activities, particularly in communities where the Company has major
facilities.
3
FINANCIAL INFORMATION ABOUT OPERATING SEGMENT,
----------------------------------------------
FOREIGN AND DOMESTIC OPERATIONS, AND EXPORT SALES
-------------------------------------------------
In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosure about Segments of an Enterprise and Related Information", Nordson
has reported information about the Company's three operating segments. This
information is contained in Note 16 (pages 37-38) of the 2001 Annual Report,
incorporated herein by reference thereto.
NARRATIVE DESCRIPTION OF BUSINESS
---------------------------------
PRINCIPAL PRODUCTS AND USES
Nordson offers a full range of equipment that moves and dispenses
liquid and powder coatings, adhesives and sealants and many high-performance
compounds. Nordson also produces technology-based systems for curing and surface
treatment processes. Equipment ranges from manual, stand-alone units for
low-volume operations to microprocessor-based automated systems for high-speed,
high-volume production lines.
A summary of the Company's various products and examples of their uses
are as follows:
ADHESIVE DISPENSING AND NONWOVEN FIBER SYSTEMS
Packaging - Automated adhesive dispensing systems for sealing
corrugated cases and paperboard cartons, applying product labels, and
stabilizing pallets.
Product Assembly - Adhesive and sealant dispensing systems for
bonding or sealing plastic, metal and wood products.
Web Coating - Coating and laminating systems used to
manufacture continuous-roll goods in the nonwovens, textile, paper and flexible
packaging industries.
Nonwovens - Automated equipment for producing synthetic
nonwoven fabrics and applying adhesives, superabsorbent powders, liquids, and
fibers to disposable nonwoven products.
Automotive - Adhesive and sealant dispensing systems for
bonding and sealing window glass, body panels and structural components used in
automobiles and trucks.
COATING AND FINISHING SYSTEMS
Powder Coating - Automated spray systems used to apply powder
paints and coatings to decorate and protect plastic, metal and wood products.
Liquid Finishing - Automated and manual spray systems that
apply liquid paints and coatings to consumer and industrial products.
4
Container - Systems used to dispense and cure coatings used in
the manufacture of metal, plastic and biodegradable containers.
ADVANCED TECHNOLOGY SYSTEMS
Asymtek - Automated dispensing equipment for applying a broad
range of fluids during the assembly of printed circuit boards and semiconductor
packages; automated systems for applying protective conformal coatings to
printed circuit boards and electronic assemblies.
UV Curing - Drying and curing systems for graphic arts,
finishing and product assembly operations.
Gas Plasma - Systems that modify surfaces and clean components
during manufacture of medical instruments, electronic products and printed
circuit boards.
EFD, Inc. - Manual and automated dispensing units for the
low-pressure application of fluid materials for the electronics, medical and
automotive industries.
Nordson markets its products in the United States and fifty-six other countries,
primarily through a direct sales force and also through qualified distributors.
Nordson has built a worldwide reputation for its creativity and expertise in the
design and engineering of high-technology application equipment which meets the
specific needs of its customers.
MANUFACTURING AND RAW MATERIALS
Nordson's production operations include machining and assembly. The
Company finishes specially designed parts and assembles components into finished
equipment. Many components are made in standard modules that can be used in more
than one product or in combination with other components for a variety of
models. The Company has principal manufacturing operations in Amherst, Ohio;
Norcross and Dawsonville, Georgia; Talladega, Alabama; Carlsbad, Concord and
Monterey, California; Branford, Connecticut; St. Petersburg, Florida; Fairfield
and Phillipsburg, New Jersey; East Providence, Rhode Island; Luneburg, Germany;
Maastricht, The Netherlands; and Slough, U.K.
Principal materials used to make Nordson products are metals and
plastics, typically in sheets, bar stock, castings, forgings, and tubing.
Nordson also purchases many electrical and electronic components, fabricated
metal parts, high-pressure fluid hoses, packings, seals and other items integral
to its products. Suppliers are competitively selected based on cost and quality.
All significant raw materials Nordson uses are available through multiple
sources.
5
Nordson's senior operating executives supervise an extensive quality
control program for Nordson equipment, machinery and systems.
Natural gas and other fuels are primary energy sources for Nordson.
However, standby capacity for alternative sources is available if needed.
PATENTS AND TRADEMARKS
The Company maintains procedures to protect patents and trademarks both
domestically and internationally. However, Nordson's business is not materially
dependent upon any one or more of the patents, or on patent protection in
general.
SEASONAL VARIATION IN BUSINESS
There is no significant seasonal variation in the Company's business.
WORKING CAPITAL PRACTICES
No special or unusual practices affect Nordson's working capital.
However, the Company generally requires substantial advance payments as deposits
on customized equipment and systems and, in certain cases, requires progress
payments during the manufacturing of these products. The Company maintains a
relatively high investment in inventory to ensure products are available to
customers when ordered. This investment reflects Nordson's commitment to
customer service, part of its Package of Values (TM).
CUSTOMERS
The Company serves a broad customer base, both in terms of industries
and geographic regions. The loss of a single or few customers would not have a
material adverse effect on the Company's business. In 2001, no single customer
accounted for 5 percent or more of sales.
BACKLOG
The Company's backlog of orders decreased to $74.8 million at October
28, 2001 from $131.3 million at October 29, 2000. All orders in the October 2001
backlog are expected to be shipped to customers in fiscal 2002.
GOVERNMENT CONTRACTS
Nordson's business neither includes nor depends upon a significant
amount of governmental contracts or sub-contracts. Therefore, no material part
of the Company's business is subject to renegotiation or termination at the
option of the government.
6
COMPETITIVE CONDITIONS
Nordson equipment is sold in competition with a wide variety of
alternative bonding, sealing, caulking, finishing and coating techniques. Any
production process that requires the application of material to a substrate or
surface is a potential use for Nordson equipment.
Many factors influence the Company's competitive position, including
pricing, product quality and service. Nordson enjoys a leadership position in
the competitive industrial application systems business by delivering
high-quality, innovative products and technologies, as well as after-the-sale
service and technical support. Working with customers to understand their
processes and developing the application solutions that help them meet their
production requirements also contributes to Nordson's leadership position.
Nordson products help customers improve productivity, reduce raw material and
energy consumption, lower maintenance costs, improve environmental conditions,
and produce better performing finished products. Nordson's worldwide network of
direct sales and technical resources also is a competitive advantage.
Risk factors associated with Nordson's competitive position include the
development and commercial acceptance of alternative processes or materials and
the growth of local competitors serving specific markets.
RESEARCH AND DEVELOPMENT
Investments in research and development are important to Nordson's
long-term growth because they enable the Company to keep pace with changing
customer and marketplace needs, and they help to sustain sales improvements year
after year. The Company places strong emphasis on technology develop-ments and
improvements through its internal engineering and research teams. Research and
development expenses were approximately $27,701,000 in fiscal 2001, compared
with approximately $27,222,000 in fiscal 2000 and $29,672,000 in fiscal 1999.
ENVIRONMENTAL COMPLIANCE
Compliance with federal, state and local environmental protection laws
during fiscal 2001 had no material effect on the Company's capital expenditures,
earnings, or competitive position. The Company also does not anticipate a
material effect in 2002.
EMPLOYEES
As of October 28, 2001, Nordson had 3,902 employees, including all
full-time and part-time employees.
7
ITEM 2. PROPERTIES.
The following table summarizes the principal properties of the Company.
Description Approximate
Location of Property Square Feet
- -------- ----------- -----------
Amherst, Ohio A manufacturing, laboratory 585,000
(1)(2)(3) and office complex located
on 52 acres of land
Norcross, Georgia A manufacturing, laboratory 150,000
(1) and office building located
on 10 acres of land
Dawsonville, A manufacturing, laboratory 143,000
Georgia (1) and office building (leased)
Carlsbad, Three manufacturing and office 120,000
California (3) buildings (leased)
Duluth, Georgia An office and laboratory 110,000
(1) building (leased)
East Providence, A manufacturing, warehouse, 75,000
Rhode Island (3) distribution and office
complex
Westlake, Ohio Corporate headquarters and 68,000
laboratory building located
on 25 acres of land
Atlanta, Georgia A warehouse and office 50,000
(1) building (leased)
Branford, A manufacturing and office 46,000
Connecticut (2) building (leased)
Lincoln, A manufacturing building 44,000
Rhode Island (3)
Concord, A manufacturing and office 28,000
California (3) building (leased)
Talladega, A manufacturing and office 27,000
Alabama (1) building (leased)
St. Petersburg, A manufacturing and office 26,000
Florida (1) building (leased)
Luneburg, A manufacturing, laboratory 130,000
Germany (1) and office complex
Erkrath, An office, laboratory and 63,000
Germany (1)(2) warehouse (leased)
8
Description Approximate
Location of Property Square Feet
- -------- ----------- -----------
Maastricht, The A manufacturing, warehouse 60,000
Netherlands(1)(2)(3) and office building (leased)
St. Thibault Des An office building (leased) 45,000
Vignes, France (1)(2)
Tokyo, Japan An office, laboratory and 42,000
(1)(2)(3) warehouse (leased)
Milano, Italy An office, laboratory and 41,000
(1)(2) warehouse (leased)
Slough, U.K. A manufacturing and office 25,000
(3) building (leased)
Bangalore, An office and warehouse 16,000
India (1)(2) building
Xirivella, An office and warehouse 16,000
Spain (1)(2) building
Dustable, U.K. (3) An office building 6,000
Business Segment:
(1) Adhesive Dispensing and Nonwoven Fiber Systems
(2) Coating and Finishing Systems
(3) Advanced Technology Systems
Several of these properties are pledged as security for
industrial revenue bonds and mortgage notes payable.
Other properties at international subsidiary locations and at
branch locations within the United States are leased. Lease terms do not exceed
25 years and generally contain a provision for cancellation with some penalty at
an earlier date.
In addition, the Company leases equipment under various
operating and capitalized leases. Information about leases is reported in Note 7
of Notes to Consolidated Financial Statements on page 25 of the 2001 Annual
Report, incorporated herein by reference thereto.
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in legal proceedings incidental to its
business, none of which is material to the results of operations in the opinion
of management.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
9
EXECUTIVE OFFICERS OF THE COMPANY.
The executive officers of the Company as of December 31, 2001 were as
follows:
Served Position or Office With
As The Company and Business
Officer Experience During the Past
Name Since Five (5) Year Period
- ----------------------- ------- -------------------------------
Edward P. Campbell 1988 President and Chief Executive
Age 52 Officer, 1997.
President and Chief Operating
Officer, 1996.
Peter S. Hellman 2000 Executive Vice President, Chief
Age 52 Financial and Administrative
Officer, 2000.
President and Chief Operating
Officer, TRW, Inc. from 1995
though 1999
Donald J. McLane 1986 Senior Vice President, 1999.
Age 58 Vice President, 1986.
Raymond L. Cushing 1995 Treasurer, 1995.
Age 47
Robert A. Dunn, Jr. 1997 Vice President, 1997.
Age 54
Bruce H. Fields 1992 Vice President, Human Resources, 1992.
Age 50
Mark G. Gacka 1998 Vice President, 1998.
Age 47 Vice President, Container Systems Group/
General Manager, Electronics Business
Group, 1992.
William D. Ginn 1966 Secretary, 1966.
Age 78
Michael Groos 1995 Vice President, 1995.
Age 50
James W. Messerly 2001 Vice President, Corporate Research
Age 61 & Technology, 2001.
Director - Corporate Research, 1997.
Manager - Corporate Research, 1994.
Nicholas D. Pellecchia 1986 Vice President, Finance and
Age 56 Controller, 1986.
10
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
MARKET INFORMATION AND DIVIDENDS.
The Company's common shares are listed on The Nasdaq Stock
Market's National Market. The information appearing under the captions "Dividend
Information and Price Range Per Common Shares" and "Stock Listing Information"
on page 38 of the 2001 Annual Report is incorporated herein by reference
thereto.
HOLDERS.
The approximate number of holders of record of each class of
equity securities of the Company as of December 31, 2001 was as follows:
Number of
Title of Class Record Holders
-------------- --------------
Common shares with no
par value 2,511
ITEM 6. SELECTED FINANCIAL DATA.
The Company incorporates herein by reference the information as
to each of the Company's last five fiscal years appearing under the caption
"Eleven-Year Summary" on pages 34 and 35 of the 2001 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Company incorporates herein by reference the information
appearing under the caption "Management's Discussion and Analysis" on pages 12
through 15 of the 2001 Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company incorporates herein by reference the information
appearing under the caption "Management's Discussion and Analysis" on pages 12
through 15 of the 2001 Annual Report and Note 10 on pages 27 and 28 of the 2001
Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item appears on pages 16
through 33 of the 2001 Annual Report, incorporated herein by reference thereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
11
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The Company incorporates herein by reference the information
appearing under the captions "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" on pages 2 through 6 of the Company's
definitive Proxy Statement to be filed with the Securities and Exchange
Commission by January 28, 2002.
Executive officers of the Company serve for a term of one year
from date of election to the next organizational meeting of the Board of
Directors and until their respective successors are elected and qualified,
except in the case of death, resignation or removal. Information concerning
executive officers of the Company is contained in Part I of this report under
the caption "Executive Officers of the Company."
ITEM 11. EXECUTIVE COMPENSATION.
The Company incorporates herein by reference the information
appearing under the caption "Compensation of Directors" located on page 7, and
information pertaining to compensation of officers located on pages 10 through
13 of the Company's definitive Proxy Statement to be filed with the Securities
and Exchange Commission by January 28, 2002.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Company incorporates herein by reference the information
appearing under the caption "Ownership of Nordson Common Shares" on pages 5
through 6 of the Company's definitive Proxy Statement to be filed with the
Securities and Exchange Commission by January 28, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company incorporates herein by reference the information
appearing under the caption "Agreements with Officers and Directors" on page 15
of the Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission by January 28, 2002.
William D. Ginn, a director and Secretary of the Company, is Of
Counsel to Thompson Hine LLP, a law firm that has in the past provided and
continues to provide legal services to the Company.
Messrs. Eric T. Nord and Evan W. Nord, directors of the Company,
are brothers.
12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1). FINANCIAL STATEMENTS.
The financial statements listed in the accompanying index to
financial statements are incorporated by reference in Item 8.
(a)(2) and (d). FINANCIAL STATEMENT SCHEDULES.
No 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) and (c). EXHIBITS.
The exhibits listed on the accompanying index to exhibits are
filed as part of this Annual Report on Form 10-K.
(b). REPORTS ON FORM 8-K.
None.
13
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: January 25, 2002 By: /s/ Peter S. Hellman
----------------------------------
Peter S. Hellman
Executive Vice President,
Chief Financial and
Administrative Officer
/s/ Nicholas D. Pellecchia
----------------------------------
Nicholas D. Pellecchia
Vice President, Finance
and Controller
14
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.
/s/ William P. Madar January 25, 2002
- ---------------------------
William P. Madar
Director and Chairman of the Board
/s/ Edward P. Campbell January 25, 2002
- ---------------------------
Edward P. Campbell
Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Peter S. Hellman January 25, 2002
- ---------------------------
Peter S. Hellman
Executive Vice President, Chief Financial
and Administrative Officer
(Chief Financial Officer)
/s/ Nicholas D. Pellecchia January 25, 2002
- ---------------------------
Nicholas D. Pellecchia
Vice President,Finance and Controller
(Chief Accounting Officer)
/s/ William D. Ginn January 25, 2002
- ---------------------------
William D. Ginn
Director and Secretary
/s/ Dr. Glenn R. Brown January 25, 2002
- ---------------------------
Dr. Glenn R. Brown
Director
/s/ William W. Colville January 25, 2002
- --------------------------
William W. Colville
Director
/s/ Stephen R. Hardis January 25, 2002
- --------------------------
Stephen R. Hardis
Director
/s/ Joseph P. Keithley January 25, 2002
- --------------------------
Joseph P. Keithley
Director
15
/s/ Eric T. Nord January 25, 2002
- -----------------------------
Eric T. Nord
Director
/s/ Evan W. Nord January 25, 2002
- --------------------------
Evan W. Nord
Director
/s/ Mary G. Puma January 25, 2002
- --------------------------
Mary G. Puma
Director
/s/ William L. Robinson January 25, 2002
- ---------------------------
William L. Robinson
Director
/s/ Benedict P. Rosen January 25, 2002
- ---------------------------
Benedict P. Rosen
Director
16
NORDSON CORPORATION
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (3), and (c)
INDEX TO FINANCIAL STATEMENTS
INDEX TO EXHIBITS
CERTAIN EXHIBITS
FISCAL YEAR ENDED OCTOBER 28, 2001
17
NORDSON CORPORATION
INDEX TO FINANCIAL STATEMENTS
(Item 14(a)(1))
Page Reference
--------------
Data incorporated by reference in Item 8 from the 2001 Annual Report:
Consolidated statement of income for
the years ended October 28, 2001,
October 29, 2000 and October 31, 1999 16
Consolidated balance sheet as of
October 28, 2001 and October 29, 2000 17
Consolidated statement of cash flows
for the years ended October 28, 2001,
October 29, 2000 and October 31, 1999 18
Consolidated statement of shareholders'
equity for the years ended October 28, 2001,
October 29, 2000 and October 31, 1999 19
Notes to consolidated financial statements 20-32
Report of independent auditors 33
The consolidated financial statements of the Registrant listed
in the preceding index, which are included in the 2001 Annual Report, are
incorporated herein by reference. With the exception of the pages listed in the
above index and information incorporated by reference elsewhere herein, the 2001
Annual Report is not to be deemed filed as part of this report.
18
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(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, 1999)
3-b 1998 Amended Regulations
(incorporated herein by reference to Exhibit 3-b
to Registrant's Annual Report on Form 10-K for
the year-ended November 1, 1998)
(4) Instruments Defining the Rights of Security
Holders, including indentures
4-a Instruments related to Industrial Revenue Bonds
(These instruments are not being filed as
exhibits to this Annual Report on Form 10-K. The
Registrant agrees to furnish a copy of such
instruments to the Commission upon request.)
4-b Restated Rights Agreement between Nordson
Corporation and National City Bank, Rights Agent
(incorporated herein by reference to Exhibit 1
to Registrant's registration of rights to
purchase common shares on Form 8-A/Amendment No.
1 filed December 8, 1997)
4-c $350 million Credit Agreement between Nordson
Corporation and various financial institutions
(incorporated herein by reference to Exhibit 4a
to Registrant's Form 10-Q for the quarter ended
July 29, 2001)
4-d $100 million Senior Note Purchase Agreement
between Nordson Corporation and various
insurance companies (incorporated herein by
reference to Exhibit 4b to Registrant's Form
10-Q for the quarter ended July 29, 2001)
(10) Material Contracts
10-a Nordson Corporation 1995 Management Incentive
Compensation Plan as Amended (incorporated
herein by reference to Exhibit 10-a to
Registrant's Annual Report on Form 10-K for the
year-ended November 2, 1997)*
19
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------ -----------
10-a-1 Nordson Corporation 1995 Management Incentive
Compensation Plan - Exhibit 1 for 2001 Plan Year *
10-b Nordson Corporation Deferred Compensation Plan
(incorporated herein by reference to Exhibit
10-b to Registrant's Annual Report on Form 10-K
for the year ended October 29, 2000)*
10-c Indemnity Agreement *
10-d Restated Nordson Corporation Excess Defined
Contribution Retirement Plan (incorporated herein by
Reference to Exhibit 10-h to Registrant's Annual Report
Form 10-K for the year-ended November 2, 1997)*
10-d-1 First Amendment to Nordson Corporation Excess
Defined Contribution Retirement Plan
(incorporated herein by reference to Exhibit
10-e-1 to Registrant's Annual Report on Form
10-K for the year ended October 29, 2000)*
10-e Nordson Corporation Excess Defined Benefit
Pension Plan (incorporated herein by reference
to Exhibit 10-i to Registrant's Annual Report on
Form 10-K for the year-ended November 2, 1997)*
10-e-1 First Amendment to Nordson Corporation Excess
Defined Benefit Pension Plan (incorporated
herein by reference to Exhibit 10-f-1 to
Registrant's Annual Report on Form 10-K for the
year ended October 29, 2000)*
10-e-2 Second Amendment to Nordson Corporation Excess
Defined Benefit Retirement Plan (incorporated
herein by reference to Exhibit 10-f-2 to
Registrant's Annual Report on Form 10-K for the
year ended October 29, 2000)*
20
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------ -----------
10-f Employment Agreement between the Registrant and
Edward P. Campbell (incorporated herein by
reference to Exhibit 10-k to Registrant's Annual
Report on Form 10-K for the year ended
November 1, 1998)*
10-g Nordson Corporation 1993 Long-Term Performance
Plan, as amended March 12, 1998 (incorporated
herein by reference to Exhibit 10-j-1 to
Registrant's Annual Report on Form 10-K for the
year ended October 29, 2000)*
10-h Nordson Corporation Assurance Trust Agreement
(incorporated herein by reference to Exhibit
10-q to Registrant's Annual Report on Form 10-K
for the year-ended November 1, 1998)
10-h-1 Employment Agreement (Change in Control) between
the Registrant and Edward P. Campbell
(incorporated herein by reference to Exhibit
10-q-1 to Registrant's Annual Report on Form
10-K for the year-ended November 1, 1998)*
10-h-2 Form of Employment Agreement (Change in Control)
between the Registrant and Officers - excluding
Edward P. Campbell - (incorporated herein by
reference to Exhibit 10-q-2 to Registrant's
Annual Report on Form 10-K for the year-ended
November 1, 1998)*
10-i 1989 Stock Option Plan, as amended December 20,
1991 (incorporated herein by reference to
Exhibit 10-l to Registrant's Annual Report on
Form 10-K for the year-ended November 3, 1996)*
(13) Selected portions of the 2001 Annual Report
13-a Management's Discussion and Analysis (pages 12
through 15 of the 2001 Annual Report)
13-b Consolidated Statement of Income (page 16
of the 2001 Annual Report)
21
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------ -----------
13-c Consolidated Balance Sheet (page 17 of the
2001 Annual Report)
13-d Consolidated Statement of Cash Flows (page 18
of the 2001 Annual Report)
13-e Consolidated Statement of Shareholders'
Equity (page 19 of the 2001 Annual Report)
13-f Notes to Consolidated Financial Statements
(pages 20 through 32 of the 2001 Annual Report)
13-g Report of Independent Auditors (page 33 of
the 2001 Annual Report)
13-h Eleven-Year Summary (pages 34 and 35 of the
2001 Annual Report)
13-i Shareholder Information (page 38 of the 2001
Annual Report)
(21) Subsidiaries of the Registrant
(23) Consent of Independent Auditors
(99) Additional Exhibits
99-a Form S-8 Undertakings (Nos. 33-32201, 2-82915,
33-18279, 33-20451, 33-20452, 33-18309 and
33-33481)
99-b Form S-8 Undertakings (No. 2-66776)
*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.