NDSN 2009 10-K

Nordson Corp (NDSN) SEC Annual Report (10-K) for 2010

NDSN 2011 10-K
NDSN 2009 10-K NDSN 2011 10-K
Table of Contents

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

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

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