UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended October 31, 2010
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-7977
NORDSON CORPORATION
(Exact name of Registrant as specified in its charter)
Ohio | 34-0590250 | |
(State of incorporation) | (I.R.S. Employer Identification No.) | |
28601 Clemens Road Westlake, Ohio | 44145 | |
(Address of principal executive offices) | (Zip Code) |
(440) 892-1580
(Registrant's Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Shares with no par value
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o
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. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
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, 2010 was approximately $2,309,317,000.
There were 33,979,349 Common Shares outstanding as of November 30, 2010.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 2011 Annual Meeting - Part III
Table of Contents
PART I | 2 | |||||
Item 1. | Business | 2 | ||||
General Description of Business | 2 | |||||
Corporate Purpose and Goals | 2 | |||||
Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales | 3 | |||||
Principal Products and Uses | 3 | |||||
Manufacturing and Raw Materials | 5 | |||||
Intellectual Property | 5 | |||||
Seasonal Variation in Business | 6 | |||||
Working Capital Practices | 6 | |||||
Customers | 6 | |||||
Backlog | 6 | |||||
Government Contracts | 6 | |||||
Competitive Conditions | 6 | |||||
Research and Development | 6 | |||||
Environmental Compliance | 7 | |||||
Employees | 7 | |||||
Available Information | 7 | |||||
Item 1A. | Risk Factors | 8 | ||||
Item 1B. | Unresolved Staff Comments | 12 | ||||
Item 2. | Properties | 12 | ||||
Item 3. | Legal Proceedings | 13 | ||||
Item 4. | Removed and Reserved | 13 | ||||
Executive Officers of the Company | 14 | |||||
PART II | 15 | |||||
Item 5. | Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 15 | ||||
Market Information and Dividends | 15 | |||||
Performance Graph | 16 | |||||
Item 6. | Selected Financial Data | 17 | ||||
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 18 | ||||
Critical Accounting Policies and Estimates | 18 | |||||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 30 | ||||
Item 8. | Financial Statements and Supplementary Data | 32 | ||||
Consolidated Statements of Income | 32 | |||||
Consolidated Balance Sheets | 33 | |||||
Consolidated Statements of Shareholders' Equity | 34 | |||||
Consolidated Statements of Cash Flows | 35 | |||||
Notes to Consolidated Financial Statements | 36 | |||||
Management's Report on Internal Control Over Financial Reporting | 69 | |||||
Report of Independent Registered Public Accounting Firm | 70 | |||||
Report of Independent Registered Public Accounting Firm | 71 |
i
Table of Contents
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 72 | ||||
Item 9A. | Controls and Procedures | 72 | ||||
Item 9B. | Other Information | 72 | ||||
PART III | 72 | |||||
Item 10. | Directors, Executive Officers and Corporate Governance | 72 | ||||
Item 11. | Executive Compensation | 73 | ||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 73 | ||||
Equity Compensation Table | 73 | |||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 73 | ||||
Item 14. | Principal Accountant Fees and Services | 73 | ||||
PART IV | 74 |