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<SEC-DOCUMENT>0000950152-02-000469.txt : 20020414
<SEC-HEADER>0000950152-02-000469.hdr.sgml : 20020414
ACCESSION NUMBER:		0000950152-02-000469
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		16
CONFORMED PERIOD OF REPORT:	20011028
FILED AS OF DATE:		20020125

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NORDSON CORP
		CENTRAL INDEX KEY:			0000072331
		STANDARD INDUSTRIAL CLASSIFICATION:	GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569]
		IRS NUMBER:				340590250
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1103

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07977
		FILM NUMBER:		02516887

	BUSINESS ADDRESS:	
		STREET 1:		28601 CLEMENS RD
		CITY:			WESTLAKE
		STATE:			OH
		ZIP:			44145
		BUSINESS PHONE:		2168921580

	MAIL ADDRESS:	
		STREET 1:		28601 CLEMENS ROAD
		CITY:			WESTLAKE
		STATE:			OH
		ZIP:			44145
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>l92318ae10-k.txt
<DESCRIPTION>NORDSON CORPORATION       FORM 10-K
<TEXT>
<PAGE>
                       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
                       ----------

                            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
<PAGE>


                                     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
<PAGE>


         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
<PAGE>


                 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
<PAGE>



                  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
<PAGE>


         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
<PAGE>


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
<PAGE>


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
<PAGE>


                           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
<PAGE>


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
<PAGE>


                                       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
<PAGE>


                                    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
<PAGE>


                                     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
<PAGE>


                                   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
<PAGE>


                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
<PAGE>


/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
<PAGE>





                               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
<PAGE>




                               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
<PAGE>



                               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
<PAGE>


                               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
<PAGE>


                               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
<PAGE>


                               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.






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.A1
<SEQUENCE>3
<FILENAME>l92318aex10-a1.txt
<DESCRIPTION>EXHIBIT 10-A-1
<TEXT>
<PAGE>
                                                                  Exhibit 10-a-1

                                                                       EXHIBIT 1


                               NORDSON CORPORATION

                            1995 MANAGEMENT INCENTIVE
                                COMPENSATION PLAN

                      ELIGIBLE POSITIONS FOR 2001 PLAN YEAR


- -        President and Chief Executive Officer

- -        Executive Vice President

- -        Sr. Vice President

- -        Vice President

- -        Vice President - Corporate Research and Technology

- -        Vice President - Finance and Controller

- -        Vice President - Manufacturing

- -        Vice President - Human Resources






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>4
<FILENAME>l92318aex10-c.txt
<DESCRIPTION>EXHIBIT 10-C
<TEXT>
<PAGE>
                                                                    EXHIBIT 10-c



                               NORDSON CORPORATION

                        RESOLUTION OF BOARD OF DIRECTORS
                            AUTHORIZING EXECUTION OF
                           INDEMNIFICATION AGREEMENTS

                                October 28, 1986


         RESOLVED, that the officers of the Corporation, and each of them, be,
and they hereby are, authorized and directed, subject to approval by the
Corporation's shareholders, to execute and deliver Indemnity Agreements
substantially in the form presented to this Board providing indemnification from
the Corporation to the directors and officers of the Corporation in the
circumstances and to the extent therein provided.

         RESOLVED FURTHER, that the entering into of such indemnity Agreements
by the Corporation be submitted to the Corporation's shareholders for their
approval at the Company's 1987 Annual Meeting of shareholders.

         RESOLVED FURTHER, that the officers of the Corporation be, and they
hereby are, authorized and directed to take all other actions that they deem
necessary or appropriate to carry out the purposes and intent of this
Resolution.



<PAGE>


                               INDEMNITY AGREEMENT

         THIS AGREEMENT, is made on, October 28, 1986, among Nordson
Corporation, an Ohio corporation ("Nordson"), and the undersigned director or
officer of Nordson (the "Indemnified Party").

         Article V of the 1984 Amended Regulations of Nordson (the
"Regulations'), adopted by the shareholders of Nordson on February 21, 1984,
provide for the indemnification of the present and former directors, officers,
and employees of Nordson to the full extend permitted or authorized by the Ohio
General Corporation Law, as it may be amended from time to time. The
Indemnification provisions of the Regulations and of the Ohio General
Corporation Law provide that they are not exclusive and, therefore, contemplate
that additional indemnification may be provided by agreement or otherwise.
Moreover, as expressly authorized by the Ohio General Corporation Law, Nordson
has purchased and maintains a policy of directors and officers liability
insurance ("D&O insurance") covering certain liabilities that may be incurred by
its directors and officers in the performance of services on behalf of Nordson.

         Recent developments with respect to the application and enforcement of
the indemnification provisions of the Regulations and with the scope of
coverage, cost, and availability D&O insurance have raised concerns about the
adequacy nad reliability of the protection afforded to Nordson's directors and
officers. The purpose of this Agreement, and counterparts of this Agreement
between Nordson and certain other directors and officers, is to allay these
concerns by providing the directors and officers with additional protection
against liabilities that may be incurred by them in connection with their
service to Nordson and, as a result, to enable the directors and officers to
continue to serve Nordson without undue risk of personal liability.

         Nordson and the Indemnified Party agree as follows:

         1. INDEMNIFICATION OF INDEMNIFIED PARTY. Nordson will indemnify, to the
full extent permitted or authorized by the Ohio General Corporation Law, as it
may from time to time be amended, or by any other statutory provisions
authorizing or permitting such indemnification.

         2. MAINTENANCE OF D&O INSURANCE. Nordson will use its best efforts to
maintain, for as long as the Indemnified Party continues to be a director or
officer of Nordson and for five years thereafter, D&O insurance covering the
Indemnified Party the terms of which (including limits of liability, retention
amounts, and scope of coverage) are at least as favorable to the Indemnified
Party as the D&O insurance maintained by Nordson at the date of this Agreement.
Nordson will not, however, be required to purchase and maintain such D&O
insurance if it is unavailable or the Board of Directors of Nordson, in its
reasonable business judgment, determines that the amount of the premium is
substantially disproportionate to the amount or scope of the coverage provided.


<PAGE>


         3.       ADDITIONAL INDEMNIFICATION OF INDEMNIFIED PARTY.

         (a) Subject only to the exclusions set forth in Section 3(b), Nordson
will further indemnify the Indemnified Party against expenses, including
attorneys' fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him (the "Expenses") in connection with any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of
Nordson, to which he is or was a party or is threatened to be made a party (a
"Proceeding") by reason of the fact that he is or was a director, officer,
employee, or agent of Nordson, or is or was serving at the request of Nordson as
a director, trustee, officer, employee, or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture, trust,
or other enterprise.

         (b) The indemnification provided by Section 3(a) will not be paid by
Nordson with respect to any claim:

              (i) for which payment is actually made to the Indemnified Party
under any D&O insurance purchased and maintained by Nordson, except to the
extent that the aggregate amount of the expenses for which the Indemnified Party
is otherwise entitled to indemnification under Section 3(a) exceeds the amount
of such payment;

              (ii) based upon or attributable to the Indemnified Party gaining
in fact any personal profit or advantage to which he was not legally entitled;

              (iii) for an accounting of profits made from the purchase or sale
by the Indemnified Party of securities of Nordson within the meaning of Section
16(b) of the Securities Act of 1934 and amendments thereto or similar provisions
of any state statutory law or common law;

              (iv) brought about or contributed to by the dishonesty of the
Indemnified Party; however, notwithstanding the foregoing, the Indemnified Party
will be indemnified under Section 3(a) as to any claims upon which suit may be
brought against him, by reason, of any alleged dishonesty on the part of the
Indemnified party, unless a judgment or other final adjudication thereof adverse
to the Indemnified Party establishes that acts of active and deliberate
dishonesty committed by the Indemnified Party with actual dishonest purpose and
intent were material to the cause of action so adjudicated.

         4. NOTIFICATION AND DEFENSE OF CLAIMS. The Indemnified Party will give
to Nordson, as soon as practicable, written notice of any claim made against him
for which indemnification will or could be sought under this Agreement. The
failure to give such notice will not, however, relieve Nordson of its
obligations under this Agreement. In addition, the Indemnified Party and Nordson
will cooperate with each other in the defense of any such claim.

         5. PAYMENT OF EXPENSES. At the Indemnified Party's request, Nordson
shall pay the Expenses as and when incurred by the Indemnified Party, after


<PAGE>


receipt of written notice pursuant to Section 4 above and an undertaking, in
form satisfactory to Nordson, by or on behalf o the Indemnified Party to repay
the amounts so paid on the Indemnified Party's behalf if it shall ultimately be
determined that the Indemnified Party is not entitled to be indemnified by
Nordson for the Expenses pursuant to law, the Regulations, or this Agreement, in
each case as in effect on the date hereof or as hereafter in effect by virtue of
any amendment, modification, or supplement. Expenses that represent attorneys'
fees or other costs incurred in defending any proceeding shall be paid by
Nordson within thirty days of its receipt of such request, together with
reasonable documentation of the amount and nature of the Expenses, subject to
receipt of the notice nad the undertaking described in the preceding sentence of
this Section 5.

         6. NON-EXCLUSIVITY. Nothing in this Agreement will be deemed to
diminish or otherwise restrict the right of the Indemnified Party to
indemnification or recovery under the Regulations, any D&O insurance maintained
by Nordson, or otherwise.

         7. SEVERABILITY. If any provision or provisions of this Agreement are
held to be unenforceable, the other provisions of this Agreement will remain in
full force and effect.

         8. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with Ohio law.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.



                                          NORDSON CORPORATION


                                          By _____________________________


                                          ________________________________
                                                   Indemnified Party




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.A
<SEQUENCE>5
<FILENAME>l92318aex13-a.txt
<DESCRIPTION>EXHIBIT 13-A
<TEXT>
<PAGE>
NORDSON CORPORATION
                                                                    Exhibit 13-a

MANAGEMENT'S DISCUSSION AND ANALYSIS

FISCAL YEARS 2001 AND 2000

Worldwide sales for 2001 were $731.4 million, down 1 percent from 2000 sales of
$740.6 million. Local sales volume increased 2 percent, which was offset by
negative currency effects of 3 percent due to the stronger dollar. Excluding
sales from EFD, Inc., which was acquired on October 30, 2000, volume was down 5
percent.

     Sales volume in the Company's adhesive dispensing systems segment decreased
3 percent. Advanced technology segment volume was up 32 percent as a result of
the EFD acquisition. Excluding EFD, sales volume for this segment was off 11
percent, primarily due to the global slowdown in the semiconductor and
electronics industries. Coating and finishing systems sales volume was down 7
percent influenced by weak demand for powder engineered systems in the United
States. It is estimated that the effect of pricing on total revenues was neutral
relative to the prior year.

     Nordson's sales outside the United States accounted for 54 percent of total
2001 sales, compared with 55 percent for 2000. The addition of EFD resulted in
volume gains in all of Nordson's four geographic regions. Excluding EFD, volume
decreased 7 percent in North America, 5 percent in Europe and 6 percent in the
Pacific South region. The slowdown in advanced technology was felt across all of
these regions. Sales volume rose 1 percent in Japan, aided by gains in the
advanced technology segment.

     Gross margins, before restructuring charges, expressed as a percentage of
sales were 54.0 percent in 2001, compared with 55.1 percent in 2000. Unfavorable
currency effects, a change in the mix of products sold, pricing pressures and
higher indirect costs were partially offset by the higher margins reported by
EFD.

     Selling and administrative expenses, excluding goodwill amortization and
non-recurring charges, were 41.7 percent of sales in 2001 and 40.8 percent in
2000. Spending for 2001 increased 1.2 percent. Excluding EFD, spending was down
5 percent with favorable currency translation effects accounting for more than
one-half of the decline. Goodwill amortization increased as a result of the EFD
acquisition.

     During 2001, continuing activity related to the Company's Action 2000
initiative resulted in the recognition of $14.0 million of non-recurring
charges, consisting of severance and other costs associated with the combination
of certain businesses. The amount related to inventory write-offs, $.7 million,
is included in cost of sales. It is anticipated that the programs will be
completed by the end of fiscal year 2002 and additional costs of approximately
$3.0 million, primarily related to severance payments, will be incurred.
Annualized savings from these programs are projected to be $40 million.

     Worldwide operating profits, expressed as a percentage of sales before the
effects of non-recurring charges, were 10.1 percent in 2001, compared with 13.6
percent for 2000. Segment operating profit percentages in 2001 and 2000,
excluding corporate expenses which are not allocated to segments, were as
follows:

SEGMENT                           2001       2000
- --------------------------------------------------

Adhesive Dispensing Systems        20%        25%
Coating and Finishing Systems       3%         6%
Advanced Technology Systems        18%        16%

All segments were impacted by the global economic downturn. The addition of EFD
had a positive effect on the profitability of the advanced technology segment.

     Interest expense of $29.5 million increased $17.8 million over 2000, due to
increased borrowing levels as a result of the EFD acquisition. Other income
included a gain of $5.1 million on the sale of real estate. Nordson's effective
tax rate was 34.75 percent in 2001 compared with a rate of 34.50 percent in
2000.

     Net income in 2001 was $24.6 million, or $.74 per share on a diluted basis
compared with $54.6 million, or $1.67 per share on a diluted basis, in 2000.
Excluding the effects of non-recurring charges, net income in 2001 was $33.8
million, or $1.02 per share, compared with $60.5 million, or $1.85 per share for
2000. Non-recurring charges on an after-tax basis totaled $9.2 million, or $.28
per share for 2001, and $5.9 million, or $.18 per share on a diluted basis for
2000.

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets" effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests. The Company will adopt Statements No. 141 and No.
142 in fiscal 2002. The effect of not amortizing goodwill is expected to result
in an increase to net income in fiscal 2002 of approximately $11 million, or
$.34 per share. During fiscal 2002 the Company will perform the required
impairment tests of goodwill, and has not yet determined what the effect of
these tests will be on the earnings and financial position of the Company.

     In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143, "Accounting for

12/13
<PAGE>

Asset Retirement Obligations." No. 143 requires entities to record the fair
value of a liability for an asset retirement obligation in the period in which
it is incurred. When a liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The Company is
required to adopt No. 143 in fiscal 2003 and has not yet determined the impact
of adoption on its consolidated financial position or results of operations.

     In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." No. 144, which supersedes No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," provides a single accounting model for long-lived assets to be disposed of.
Although retaining many of the fundamentalrecognition and measurement provisions
of No. 121, this Statement significantly changes the criteria that would have to
be met to classify an asset as held-for-sale. This distinction is important
because assets held-for-sale are stated at the lower of their fair values or
carrying amounts, and depreciation is no longer recognized. The Company is
required to adopt No. 144 in fiscal 2003 and has not yet determined the impact
of adoption on its consolidated financial position or results of operations.

FISCAL YEARS 2000 AND 1999

Worldwide sales for 2000 reached a record level of $740.6 million, up 6 percent
over 1999 sales of $700.5 million. Local sales volume gains exceeded 8 percent,
with the effect of the stronger dollar on translated international revenue
accounting for the difference.

     Sales volume in the Company's adhesive dispensing systems segment grew 7
percent, reflecting strong demand for systems serving the nonwovens and product
assembly markets. Revenue in the advanced technology segment was up 28 percent
driven by sales of dispensing and plasma treatment systems to the semiconductor
and telecommunications industries. Coating and finishing systems sales volume
was down 3 percent influenced by weak demand in Europe. It is estimated that the
effect of price increases on total revenues was less than 1 percent.

     Nordson's sales outside the United States accounted for 55 percent of total
2000 sales, compared with 56 percent for 1999. Volume gains were achieved in all
of Nordson's four geographic regions. Compared to 1999, sales volume in North
America grew 10 percent for the year, driven by strong performance within the
Company's adhesive dispensing systems and advanced technology segments. In
Europe, sales volume increased 6 percent as a result of strong sales in the
adhesive dispensing markets. Sales volume also increased 6 percent in Japan.
Lastly, sales volume rose 13 percent in the Pacific South region influenced by
strong activity in the advanced technology segment.

     Gross margins, expressed as a percentage of sales, were 55.1 percent in
2000, compared with 54.6 percent in 1999. Improved manufacturing efficiencies
were mitigated somewhat by the effect of the strong dollar.

     Selling and administrative expenses, excluding goodwill amortization and
non-recurring charges, were 40.8 percent in 2000 and 42.3 percent in 1999.
Spending for 2000 increased 1.8 percent with incremental expenses associated
with the implementation of the Company's enterprise management system offset by
the favorable currency translation effects of European-based costs.

     During 2000, the Company's Action 2000 initiative resulted in the
recognition of $9.0 million of non-recurring charges. Of this amount, $7.5
million of severance and related benefit payments were made to approximately 250
salaried employees. The remainder represents severance obligations due to
approximately 125 hourly manufacturing employees. This amount was paid in 2001.

     Worldwide operating profits, expressed as a percentage of sales before the
effects of non-recurring charges, were 13.6 percent in 2000, compared with 11.4
percent for 1999. Segment operating profit percentages in 2000 and 1999,
excluding expenses which are not allocated to segments, were as follows:

SEGMENT                           2000         1999
- -------------------------------------------------------
Adhesive Dispensing Systems         25%         21%
Coating and Finishing Systems        6%          4%
Advanced Technology Systems         16%          9%

All segments reflect improvement as a result of Action 2000 initiatives.

     Interest expense increased $1.4 million over the comparable period of 1999,
mainly as a result of increased borrowing levels during most of the year and an
increase in effective short-term borrowing rates. Interest of $.3 million
related to the implementation of an enterprise management system was
capitalized.



<PAGE>

     Nordson's effective tax rate was 34.5 percent in 2000 compared with a rate
of 33.5 percent in 1999. In 1999, the rate was influenced by benefits from
research and development credits from prior years.

     Net income in 2000 was $54.6 million, or $1.67 per share on a diluted basis
compared with $47.5 million, or $1.42 per share on a diluted basis, in 1999.
Excluding the effects of non-recurring charges, net income in 2000 was $60.5
million, or $1.85 per share, compared with $49.5 million, or $1.48 per share for
1999. Non-recurring charges on an after-tax basis totaled $5.9 million, or $.18
per share for 2000, and $2.0 million, or $.06 per share on a diluted basis for
1999.

LIQUIDITY, CAPITAL EXPENDITURES AND SOURCES OF CAPITAL

During 2001, cash generated by operations was $73.4 million. Looking at working
capital, accounts receivable and inventories decreased in the aggregate by $27
million, while accounts payable and other liabilities decreased by more than $26
million. Finally, approximately $6 million of cash was used to fund certain
long-term obligations.

     Significant uses of cash included the acquisition of EFD, Inc. on October
30, 2000, capital expenditures, dividends, and scheduled repayments of long-term
debt. The EFD acquisition was financed with short-term credit facilities.
Internally generated cash flow of the Company will be used to pay down this
debt.

     Nordson concentrated the majority of its 2001 capital expenditures on
information systems and manufacturing facilities.

     Dividend payments to shareholders on a per-share basis increased 8 percent
over 2000.

     On May 17, 2001, the Company replaced its short- and long-term revolving
credit agreements with a syndicated $350 million revolving credit line. This
facility consists of two parts: a $100 million, 364-day facility that can be
extended for one year and a $250 million, five-year facility. Also on May 17,
2001, the Company placed $100 million of unsecured debt with a number of
insurance companies. The weighted-average interest rate is 7.02% and the
original weighted-average life was 6.5 years.

     Nordson has various lines of credit with both domestic and foreign banks.
At October 28, 2001, these lines totaled $432.6 million, of which $237.6 million
was unused. The Company believes that the combination of present capital
resources, internally generated funds, and unused financing sources are more
than adequate to meet cash requirements for 2002. There are no significant
restrictions limiting the transfer of funds from international subsidiaries to
the parent Company.

EFFECTS OF FOREIGN CURRENCY

The impact of changes in foreign currency exchange rates on sales and operating
results cannot be precisely measured because of fluctuating selling prices,
sales volume, product mix and cost structures in each country where Nordson
operates. As a rule, a weakening of the U.S. dollar relative to foreign
currencies has a favorable effect on sales and net income, while a strengthening
of the U.S. dollar has a detrimental effect.

     In 2001 compared with 2000, the U.S. dollar was generally stronger against
foreign currencies. If 2000 exchange rates had been in effect during 2001, sales
would have been approximately $25.4 million higher and third-party costs would
have been approximately $15.5 million higher. In 2000 compared with 1999, the
U.S. dollar was generally stronger against foreign currencies. If 1999 exchange
rates had been in effect during 2000, sales would have been approximately $18.6
million higher and third-party costs would have been approximately $13.8
million higher. These effects on reported sales do not include the impact of
local price adjustments made in response to changes in currency exchange rates.

MARKET RISK

The Company operates internationally and enters into transactions denominated in
foreign currencies. Consequently, the Company is subject to market risk arising
from exchange rate movements between the dates foreign currencies are recorded
and the dates they are settled. Nordson regularly uses foreign exchange
contracts to reduce its risks related to most of these transactions. These
contracts usually have maturities of 90 days or less, and generally require the
Company to exchange foreign currencies for U.S. dollars at maturity, at rates
stated in the contracts. Gains and losses from changes in the market value of
these contracts offset foreign exchange losses and gains, respectively, on the
underlying transactions. The balance of transactions denominated in foreign
currencies are designated as hedges of the Company's net investments in foreign
subsidiaries or are intercompany transactions of a long-term investment nature.
As a result of the Company's use of foreign exchange contracts on a routine
basis to reduce the risks related to nearly all of the Company's transactions
denominated in foreign currencies as of October 28, 2001, the Company did not
have a material foreign currency risk related to its derivatives or other
financial instruments.

     The Company finances a portion of its operations with short-term and
long-term borrowings and is subject to market risk arising from changes in
interest rates for most of its long-term debt.

14/15


<PAGE>

The tables below present principal cash flows and related weighted-average
interest rates by expected maturity dates of fixed-rate, long-term debt.
<TABLE>
<CAPTION>

EXPECTED MATURITY DATE OCTOBER 28, 2001
                                                                                                THERE-        TOTAL       FAIR
                                2002         2003         2004        2005         2006         AFTER         VALUE       VALUE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                         (In thousands)
<S>                           <C>          <C>          <C>        <C>           <C>           <C>            <C>         <C>
Long-term debt, including
current portion

    Fixed-rate debt            $8,000       $8,000       $8,000     $12,290       $52,290       $101,420       $190,000    $198,486
    Average interest rate        7.17%        7.13%        7.09%       7.05%         7.00%          6.90%          7.17%

EXPECTED MATURITY DATE OCTOBER 29, 2000
                                                                                                THERE-        TOTAL        FAIR
                                2001         2002         2003        2004         2005         AFTER         VALUE        VALUE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                         (In thousands)
<S>                              <C>          <C>          <C>         <C>           <C>        <C>            <C>         <C>
Long-term debt, including
current portion

    Fixed-rate debt              $--          $--          $--         $--           $--         $50,000        $50,000     $47,175
    Average interest rate        6.78%        6.78%        6.78%       6.78%         6.78%          6.78%          6.78%
</TABLE>

INFLATION

Inflation affects profit margins because the ability to pass cost increases on
to customers is restricted by the need for competitive pricing. Although
inflation has been modest in recent years and has had no material effect on the
years covered by these financial statements, Nordson continues to seek ways to
minimize the impact of inflation. It does so through focused efforts to raise
its productivity.

TRENDS

The Eleven-Year Summary on pages 34 and 35 documents Nordson's historical
financial trends. Over this period, the world's economic conditions fluctuated
significantly. Nordson's solid performance is attributed to the Company's
participation in diverse geographic and industrial markets and its long-term
commitment to develop and provide quality products and worldwide service to meet
customers' changing needs.

SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

Statements in this report pertaining to future periods are "forward- looking
statements" intended to qualify for the protection afforded by the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
based on current expectations and involve risks and uncertainties. Consequently,
the Company's actual results could differ materially from the expectations
expressed in the forward-looking statements. Factors that could cause the
Company's actual results to differ materially from the expected results include,
but are not limited to: deferral of orders, customer-requested delays in system
installations, currency exchange rate fluctuations, a sales mix different from
assumptions and significant changes in local business conditions in geographic
regions in which the Company conducts business.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.B
<SEQUENCE>6
<FILENAME>l92318aex13-b.txt
<DESCRIPTION>EXHIBIT 13-B
<TEXT>
<PAGE>
NORDSON CORPORATION                                                Exhibit 13-b

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF INCOME

Years ended October 28, 2001, October 29, 2000
and October 31, 1999                                                              2001            2000            1999
- -----------------------------------------------------------------------------------------------------------------------
(In thousands except for per-share amounts)

<S>                                                                           <C>             <C>             <C>
SALES                                                                         $ 731,416       $ 740,568       $ 700,465

OPERATING COSTS AND EXPENSES:
   Cost of sales                                                                337,129         332,597         318,230
   Selling and administrative expenses                                          305,343         301,849         296,365
   Goodwill amortization                                                         16,052           5,710           5,885
   Severance and restructuring costs                                             13,355           8,960           3,000
- -----------------------------------------------------------------------------------------------------------------------
                                                                                671,879         649,116         623,480
- -----------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT                                                                 59,537          91,452          76,985

OTHER INCOME (EXPENSE):
   Interest expense                                                             (29,489)        (11,665)        (10,244)
   Interest and investment income                                                 1,414             984           1,601
   Other - net                                                                    6,254           2,637           3,096
- -----------------------------------------------------------------------------------------------------------------------
                                                                                (21,821)         (8,044)         (5,547)
- -----------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                       37,716          83,408          71,438

Income taxes:
   Current                                                                       11,698          30,510          23,476
   Deferred                                                                       1,408          (1,734)            456
- -----------------------------------------------------------------------------------------------------------------------
                                                                                 13,106          28,776          23,932
- -----------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                    $  24,610       $  54,632       $  47,506
- -----------------------------------------------------------------------------------------------------------------------

AVERAGE COMMON SHARES                                                            32,727          32,455          33,048
Incremental common shares attributable to
outstanding stock options, nonvested stock, and
deferred stock-based compensation                                                   323             312             436
- -----------------------------------------------------------------------------------------------------------------------
AVERAGE COMMON SHARES AND COMMON SHARE EQUIVALENTS                               33,050          32,767          33,484
- -----------------------------------------------------------------------------------------------------------------------

BASIC EARNINGS PER SHARE                                                      $     .75       $    1.68       $    1.44
DILUTED EARNINGS PER SHARE                                                    $     .74       $    1.67       $    1.42
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

16/17


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.C
<SEQUENCE>7
<FILENAME>l92318aex13-c.txt
<DESCRIPTION>EXHIBIT 13-C
<TEXT>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                 Exhibit 13-c
CONSOLIDATED BALANCE SHEET

October 28, 2001 and October 29, 2000                                                       2001              2000
- --------------------------------------------------------------------------------------------------------------------
(In thousands)

<S>                                                                                     <C>                <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                            $   7,881          $     785
   Marketable securities                                                                       62                 30
   Receivables                                                                            167,822            191,371
   Inventories                                                                            139,186            134,922
   Deferred income taxes                                                                   37,564             32,747
   Prepaid expenses                                                                         9,662              9,383
- --------------------------------------------------------------------------------------------------------------------
     TOTAL CURRENT ASSETS                                                                 362,177            369,238

Property, plant and equipment - net                                                       133,332            126,910
Intangible assets - net                                                                   343,106             93,763
Deferred income taxes                                                                       3,726              7,679
Other assets                                                                               20,112             12,450
- --------------------------------------------------------------------------------------------------------------------
                                                                                        $ 862,453          $ 610,040
- --------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Notes payable                                                                        $ 194,964          $  91,697
   Accounts payable                                                                        55,357             74,151
   Income taxes payable                                                                     2,926              4,095
   Accrued liabilities                                                                     71,404             65,305
   Customer advance payments                                                               12,992             10,226
   Current maturities of long-term debt                                                    14,580              4,230
   Current obligations under capital leases                                                 3,430              3,304
- --------------------------------------------------------------------------------------------------------------------
     TOTAL CURRENT LIABILITIES                                                            355,653            253,008

Long-term debt                                                                            188,078             57,498
Obligations under capital leases                                                            3,695              3,302
Pension and retirement obligations                                                         50,144             47,484
Other liabilities                                                                           1,157              1,525

Shareholders' equity:
   Preferred shares, no par value; 10,000,000 shares authorized; none issued                 --                 --
   Common shares, no par value; 80,000,000 shares authorized;
     49,011,000 shares issued                                                              12,253             12,253
   Capital in excess of stated value                                                      114,889            103,142
   Retained earnings                                                                      499,570            493,273
   Accumulated other comprehensive loss                                                   (18,358)           (11,946)
   Common shares in treasury, at cost                                                    (344,194)          (348,979)
   Deferred stock-based compensation                                                         (434)              (520)
- --------------------------------------------------------------------------------------------------------------------
     TOTAL SHAREHOLDERS' EQUITY                                                           263,726            247,223
- --------------------------------------------------------------------------------------------------------------------
                                                                                        $ 862,453          $ 610,040
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.D
<SEQUENCE>8
<FILENAME>l92318aex13-d.txt
<DESCRIPTION>EXHIBIT 13-D
<TEXT>
<PAGE>
<TABLE>
<CAPTION>
NORDSON CORPORATION                                                                                                Exhibit 13-d

CONSOLIDATED STATEMENT OF CASH FLOWS

Years ended October 28, 2001, October 29, 2000,
and October 31, 1999                                                                2001               2000               1999
- --------------------------------------------------------------------------------------------------------------------------------
(In thousands)

<S>                                                                             <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                   $  24,610          $  54,632          $  47,506
   Adjustments to reconcile net income to net cash
     provided by operating activities:
        Severance and restructuring costs                                           7,552              1,528              3,000
        Depreciation                                                               24,909             24,276             22,257
        Amortization                                                               16,946              6,049              7,043
        Provision for losses on receivables                                         2,289              1,110              1,374
        Deferred income taxes                                                       2,058             (3,077)               215
        Other                                                                       2,637              5,254              1,165
        Changes in operating assets and liabilities:
           Receivables                                                             28,050            (33,494)            (2,378)
           Inventories                                                               (849)           (20,606)             6,126
           Other current assets                                                    (1,575)            (3,089)             1,234
           Other non-current assets                                                (7,329)               387             (3,218)
           Accounts payable                                                       (19,899)            40,559                836
           Income taxes payable                                                      (524)             2,480               (997)
           Accrued liabilities                                                     (3,361)             6,314              3,178
           Customer advance payments                                                2,799              5,753            (11,942)
           Other non-current liabilities                                           (4,884)            (3,100)             5,905
- --------------------------------------------------------------------------------------------------------------------------------
     Net cash provided by operating activities                                     73,429             84,976             81,304

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property, plant and equipment                                     (23,147)           (23,645)           (45,644)
   Proceeds from sale of property, plant and equipment                                 10                 82                151
   Acquisition of businesses                                                     (280,351)              --              (26,624)
   Purchases of marketable securities                                                 (32)              --                 --
- --------------------------------------------------------------------------------------------------------------------------------
     Net cash used in investing activities                                       (303,520)           (23,563)           (72,117)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from (repayment of) short-term borrowings                         104,550            (37,688)            40,867
   Proceeds from long-term debt                                                   153,371               --                2,590
   Repayment of long-term debt                                                    (12,267)            (7,822)              (850)
   Debt issuance costs                                                             (2,429)              --                 --
   Repayment of capital lease obligations                                          (3,738)            (4,031)            (4,665)
   Issuance of common shares                                                       16,762              9,768              6,641
   Purchase of treasury shares                                                       (462)           (17,651)           (29,121)
   Dividends paid                                                                 (18,313)           (16,853)           (15,899)
- --------------------------------------------------------------------------------------------------------------------------------
     Net cash provided by (used in) financing activities                          237,474            (74,277)              (437)

   Effect of exchange rate changes on cash                                           (287)            (2,381)               460
- --------------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    7,096            (15,245)             9,210
   Cash and cash equivalents at beginning of year                                     785             16,030              6,820
- --------------------------------------------------------------------------------------------------------------------------------
   Cash and cash equivalents at end of year                                     $   7,881          $     785          $  16,030
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

18/19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.E
<SEQUENCE>9
<FILENAME>l92318aex13-e.txt
<DESCRIPTION>EXHIBIT 13-E
<TEXT>
<PAGE>

<Table>
<Caption>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY                                                                         Exhibit 13-e

                                                                                                   Accumulated
Years ended October 28, 2001,              Common Shares                  Capital In                  Other     Deferred
                                            In Treasury                    Excess Of                 Compre-   Stock-based
                                        -------------------     Common      Stated      Retained     hensive     Compen-
October 29, 2000 and October 31, 1999   Shares      Amount      Shares       Value      Earnings       Loss      sation      Total
- -----------------------------------------------------------------------------------------------------------------------------------
(In thousands)

<S>                                      <C>      <C>          <C>         <C>         <C>          <C>         <C>       <C>
BALANCE AT NOVEMBER 1, 1998              7,766    $(308,368)   $ 12,253    $ 92,030    $ 423,887    $ (4,792)   $ (235)   $214,775

   Net income                                                                             47,506                            47,506
   Translation adjustments                                                                            (2,729)               (2,729)
                                                                                                                            ------
     Total comprehensive income                                                                                             44,777
   Shares issued for acquisition
     of new business and under
     company stock and employee
     benefit plans                        (206)       3,931                   5,137                              (329)       8,739
   Amortization of deferred
     stock-based compensation                                                                                     225          225
   Purchase of treasury shares             579      (31,219)                                                               (31,219)
   Dividends - $.48 per share                                                            (15,899)                          (15,899)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 31, 1999              8,139     (335,656)     12,253      97,167      455,494     (7,521)     (339)     221,398

   Net income                                                                             54,632                            54,632
   Translation adjustments                                                                           (4,425)                (4,425)
                                                                                                                            ------
     Total comprehensive income                                                                                             50,207
   2-for-1 stock split                   8,138
   Shares issued under company stock
     and employee benefit plans           (542)       5,988                   5,975                              (535)      11,428
   Amortization of deferred
     stock-based compensation                                                                                     354          354
   Purchase of treasury shares             827      (19,311)                                                               (19,311)
   Dividends - $.52 per share                                                            (16,853)                          (16,853)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 29, 2000             16,562     (348,979)     12,253     103,142      493,273    (11,946)     (520)     247,223

   Net income                                                                             24,610                            24,610
   Translation adjustments                                                                           (1,740)                (1,740)
   Minimum pension liability
     adjustment net of taxes
     of $3,012                                                                                       (4,672)                (4,672)
                                                                                                                            ------
     Total comprehensive income                                                                                             18,198
   Shares issued under company stock
     and employee benefit plans           (845)       9,332                  11,747                              (230)      20,849
   Amortization of deferred
     stock-based compensation                                                                                     316          316
   Purchase of treasury shares             157       (4,547)                                                                (4,547)
   Dividends - $.56 per share                                                            (18,313)                          (18,313)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 28, 2001             15,874    $(344,194)   $ 12,253    $114,889    $ 499,570   $(18,358)   $ (434)   $ 263,726
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.F
<SEQUENCE>10
<FILENAME>l92318aex13-f.txt
<DESCRIPTION>EXHIBIT 13-F
<TEXT>
<PAGE>
NORDSON CORPORATION                                               Exhibits 13-f

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION-- The consolidated financial statements include the accounts of
the Company and its majority-owned and controlled subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Ownership interests of 20 percent or more in non-controlled affiliates are
accounted for by the equity method. Other investments are recorded at cost.

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 amounts reported in the consolidated financial
statements and notes. Actual amounts could differ from these estimates.

FISCAL YEAR-- The fiscal year for the Company's domestic operations ends on the
Sunday closest to October 31 and contained 52 weeks in 2001, 2000, and 1999. To
facilitate reporting of consolidated accounts, the fiscal year for most of the
Company's international operations ends on September 30.

REVENUE RECOGNITION --Revenues are recognized when customer orders are complete
and shipped. Accruals for the cost of product warranties are maintained for
anticipated future claims. A limited number of the Company's large engineered
systems sales contracts are accounted for using the percentage-of-completion
method. Accordingly, the amount of revenue recognized is based on the ratio of
actual costs incurred to total estimated costs at completion.

SHIPPING AND HANDLING COSTS --Shipping and handling costs are included in cost
of sales.

ADVERTISING COSTS-- Advertising costs are expensed as incurred and amounted to
$5,421,000 in 2001 ($4,973,000 in 2000 and $6,621,000 in 1999).

RESEARCH AND DEVELOPMENT-- Research and development costs are expensed as
incurred and amounted to $27,701,000 in 2001 ($27,222,000 in 2000 and
$29,672,000 in 1999).

EARNINGS PER SHARE-- Basic earnings per share are computed based on the
weighted-average number of common shares outstanding during each year, while
diluted earnings per share are based on the weighted-average number of common
shares and common share equivalents outstanding. Common share equivalents
consist of shares issuable upon exercise of the Company's stock options,
computed using the treasury stock method, as well as nonvested stock and
deferred stock-based compensation.

CASH AND CASH EQUIVALENTS-- Highly liquid instruments with a maturity of 90 days
or less at date of purchase are considered to be cash equivalents. Cash and cash
equivalents are carried at cost.

MARKETABLE SECURITIES-- Marketable securities consist primarily of municipal and
other short-term notes with maturities greater than 90 days at date of purchase.
At October 28, 2001, all contractual maturities were within one year. The
Company's marketable securities are classified as available for sale and
recorded at quoted market prices which approximate cost.

INVENTORIES-- Inventories are valued at the lower of cost or market. Cost has
been determined using the last-in, first-out (LIFO) method for 41 percent of
consolidated inventories at October 28, 2001 (44 percent at October 29, 2000).
The first-in, first-out (FIFO) method is used for all other inventories.
Consolidated inventories would have been $6,472,000 and $7,245,000 higher than
reported at October 28, 2001 and October 29, 2000, respectively, had the Company
used the FIFO method, which approximates current cost, for valuation of all
inventories.

PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION-- Property, plant and equipment
are carried at cost. Plant and equipment are depreciated for financial reporting
purposes using the straight-line method over the estimated useful lives of the
assets or, in the case of property under capital leases, over the terms of the
leases.

The Company capitalizes costs associated with the development and installation
of internal use software in accordance with Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Accordingly, internal use software costs are expensed or
capitalized depending on whether they are incurred in the preliminary project
stage, application development stage, or the post-implementation stage. Amounts
capitalized are amortized over the estimated useful lives of the software
beginning with the project's completion. All re-engineering costs are expensed
as incurred. The Company capitalizes interest costs on significant capital
projects.

The Company capitalizedapproximately $26.3 million in fiscal 2001, 2000 and 1999
in connection with the acquisition and installation of an enterprise management
system,which is being depreciated over 10 years.

INTANGIBLE ASSETS-- Intangibles, consisting primarily of costs in excess of net
assets of acquired businesses, are amortized using the straight-line method over
the periods of expected benefit. At present, these periods range from five to 35
years. The Company assesses the recoverability of the costs in excess of net
assets of acquired businesses by reviewing for impairment losses when- ever
events or changes in circumstances indicate the carrying amount may not be
recovered through future net undiscounted cash flows generated by the assets.

FOREIGN CURRENCY TRANSLATION-- The financial statements of the Company's
subsidiaries outside the United States, except for those subsidiaries located in
highly inflationary economies, are generally measured using the local currency
as the functional currency. Assets and liabilities of these subsidiaries are
translated at the rates of exchange at the balance sheet dates. Income and
expense items are translated at average monthly rates of exchange. The

20/21


<PAGE>

resulting translation adjustments are included in accumulated other
comprehensive income (loss), a separate component of shareholders' equity.
Generally, gains and losses from foreign currency transactions, including
forward contracts, of these subsidiaries and the United States parent are
included in net income. Premiums and discounts on forward contracts are
amortized over the lives of the contracts. Gains and losses from foreign
currency transactions which hedge a net investment in a foreign subsidiary and
from intercompany foreign currency transactions of a long-term investment nature
are included in accumulated other comprehensive income (loss). For subsidiaries
operating in highly inflationary economies, gains and losses from foreign
currency transactions and translation adjustmentsare included in net income.

COMPREHENSIVE INCOME-- Accumulated other comprehensive loss at October 28,
2001consisted of foreign currency translation adjustments of $13,686,000 and a
minimum pension liability adjustment of $4,672,000. Accumulated other
comprehensive loss at October 29, 2000 consisted entirely of foreign currency
translation adjustments.

PRESENTATION-- Certain 2000 and 1999 amounts have been reclassified to conform
with the 2001 presentation.

NOTE 2 -- ACCOUNTING CHANGES

In June 2001, the FASB issued Statements of Financial Accounting Standards No.
141, "Business Combinations," and No. 142, "Goodwill and Other Intangible
Assets," effective for fiscal years beginning after December 15, 2001. No. 141
requires that all business combinations be accounted for by the purchase method.
No. 142 provides that goodwill assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests. Other
intangible assets will continue to be amortized over their useful lives. The
Company will adopt these statements in fiscal 2002. The effect of not amortizing
goodwill is expected to result in an increase to net income in fiscal 2002 of
approximately $11 million, or $0.34 per share. During fiscal 2002, the Company
will perform the required impairment tests of goodwill and has not yet
determined what the effect of these tests will be on the earnings and financial
position of the Company.

In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards  No. 143, "Accounting
for Asset Retirement Obligations."  No. 143 requires entities to
record the fair value of a liability for an asset retirement obligation
in the period in which it is incurred.  When a liability is initially
recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset.  Over time, the liability is
accreted to its present value each period, and the capitalized cost
is depreciated over the useful life of the related asset.  Upon
settlement of the liability, an entity either settles the obligation for
its recorded amount or incurs a gain or loss upon settlement.  The Company is
required to adopt FAS 143 in fiscal 2003 and has not yet determined the impact
of adoption on its consolidated financial position or results of operations.

In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." No. 144, which supersedes No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," provides a single accounting model for long-lived assets to be disposed of.
Although retaining many of the fundamental recognition and measurement
provisions of No. 121, this Statement significantly changes the criteria that
would have to be met to classify an asset as held-for-sale. This distinction is
important because assets held-for-sale are stated at the lower of their fair
values or carrying amounts, and depreciation is no longer recognized. The
Company is required to adopt No. 144 in fiscal 2003 and has not yet determined
the impact of adoption on its consolidated financial position or results of
operations.

In 2001, the Company adopted Securities and Exchange Commission Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements," which
summarizes the staff's views regarding the application of generally accepted
accounting principles to selected revenue recognition issues. This Bulletin did
not have a material effect on the financial statements of the Company.

In 2001, the Company adopted Financial Accounting Standards Board
Statement No. 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities" (No. 138), which amended Statement
No. 133, "Accounting and Reporting Standards for Derivative
Instruments and Hedging Activities" (No. 133).  No. 133 requires an
entity to measure all derivatives at fair value and to recognize them
on the balance sheet as an asset or liability, depending on the entity's
rights or obligations under the applicable derivative contract. This
Statement did not have a material effect on the financial statements
of the Company.

NOTE 3-- RETIREMENT, PENSION AND OTHER
POSTRETIREMENT PLANS

RETIREMENT PLANS-- The parent company and certain subsidiaries have funded
contributory retirement plans covering certain employees. The Company's
contributions are primarily determined by the terms of the plans subject to the
limitation that they shall not exceed the amounts deductible for income tax
purposes. The Company also sponsors unfunded contributory supplemental
retirement plans for certain employees. Generally, benefits under these plans
vest gradually over a period of approximately five years from date of
employment, and are based on the employee's contribution. The expense applicable
to retirement plans for 2001, 2000 and 1999 was approximately $4,254,000,
$3,326,000 and $3,913,000, respectively.



<PAGE>

PENSION AND OTHER POSTRETIREMENT PLANS-- The Company has various pension plans
which cover substantially all employees. Pension plan benefits are generally
based on years of employment and, for salaried employees, the level of
compensation. The Company contributes actuarially determined amounts to domestic
plans to provide sufficient assets to meet future benefit payment requirements.
The Company also sponsors an unfunded supplemental pension plan for certain
employees. The Company's international subsidiaries fund their pension plans
according to local requirements.

The Company also has an unfunded postretirement benefit plan covering most of
its domestic employees. The plan provides medical and life insurance benefits.
The plan is contributory, with retiree contributions adjusted annually, and
contains other cost-sharing features such as deductibles and coinsurance.

A reconciliation of the benefit obligations, plan assets, accrued benefit cost
and the amount recognized in financial statements for these plans is as follows:
<TABLE>
<CAPTION>

                                                                         PENSION BENEFITS        OTHER POSTRETIREMENT BENEFITS
                                                                   ---------------------------   -----------------------------
                                                                        2001           2000             2001           2000
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                           (In thousands)
<S>                                                                 <C>             <C>             <C>             <C>
Change in benefit obligation:
Benefit obligation at beginning of year                             $  99,972       $ 104,460       $  16,208       $  13,306
  Service cost                                                          3,369           3,604             743             643
  Interest cost                                                         7,120           6,688           1,339           1,110
  Foreign currency exchange rate change                                  (226)         (1,883)           --              --
  Actuarial loss (gain)                                                 6,282          (6,856)          3,897           2,130
  Curtailment                                                            (401)           --            (1,104)           (348)
  Benefits paid from plan assets                                       (4,436)         (6,041)         (1,071)           (633)
- -----------------------------------------------------------------------------------------------------------------------------
Benefit obligation at end of year                                   $ 111,680       $  99,972       $  20,012       $  16,208
- -----------------------------------------------------------------------------------------------------------------------------

Change in plan assets:
Beginning fair value of plan assets                                 $  77,046       $  74,604       $    --         $    --
  Actual return on plan assets                                        (10,080)          4,267            --              --
  Company contributions                                                10,038           5,233           1,071             633
  Foreign currency exchange rate change                                   (33)         (1,017)           --              --
  Benefits paid from plan assets                                       (4,436)         (6,041)         (1,071)           (633)
- -----------------------------------------------------------------------------------------------------------------------------
Ending fair value of plan assets                                    $  72,535       $  77,046       $    --         $    --
- -----------------------------------------------------------------------------------------------------------------------------

Reconciliation of accrued cost:
Funded status of the plan                                           $ (39,145)      $ (22,926)      $ (20,012)      $ (16,208)
Unrecognized actuarial loss (gain)                                     16,730          (8,022)          4,138           1,446
Unamortized prior service cost                                          2,126           3,015            --              --
Unrecognized net transition obligation                                    860           1,301            --              --
- -----------------------------------------------------------------------------------------------------------------------------
Accrued benefit cost                                                $ (19,429)      $ (26,632)      $ (15,874)      $ (14,762)
- -----------------------------------------------------------------------------------------------------------------------------

Reconciliation of amount recognized in financial statements:
Prepaid benefit cost                                                $    --         $   1,334       $    --         $    --
Accrued benefit liability                                             (29,113)        (28,223)        (15,874)        (14,762)
Intangible asset                                                        2,000             257            --              --
Accumulated other comprehensive income                                  7,684            --              --              --
- -----------------------------------------------------------------------------------------------------------------------------
Total amount recognized in financial statements                     $ (19,429)      $ (26,632)      $ (15,874)      $ (14,762)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


22/23
<PAGE>
The projected benefit obligation, accumulated benefit obligation and fair value
of plan assets for pension plans with accumulated benefit obligations in excess
of plan assets were $104,170,000, $93,565,000 and $66,761,000, respectively as
of October 28, 2001, and $88,398,000, $76,264,000 and $64,924,000 as of October
29, 2000.

Net pension and other postretirement benefit costs include the following
components:
<TABLE>
<CAPTION>

                                                          PENSION BENEFITS                      OTHER POSTRETIREMENT BENEFITS
                                               -----------------------------------         ------------------------------------
                                                 2001           2000          1999           2001          2000           1999
- -------------------------------------------------------------------------------------------------------------------------------
                                                                              (In thousands)

<S>                                           <C>            <C>            <C>            <C>           <C>            <C>
Service cost                                  $ 3,369        $ 3,604        $ 3,733        $   743       $   643        $   620
Interest cost                                   7,120          6,688          6,482          1,339         1,110            923
Expected return on plan assets                 (7,509)        (6,585)        (6,100)          --            --             --
Amortization and deferrals                        548            650            397            101          --             --
Curtailment                                       318           --             --             --            (348)          --
Termination benefit cost                         --             --              825           --            --             --
- -------------------------------------------------------------------------------------------------------------------------------
Total benefit cost                            $ 3,846        $ 4,357        $ 5,337        $ 2,183       $ 1,405        $ 1,543
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

For pensions, the actuarial value of projected benefit obligations at the end of
2001 and 2000 was determined using a weighted-average discount rate of 6.9 and
7.1 percent, respectively, and a rate of increase in future compensation levels
of 5.2 and 3.9 percent, respectively. Plan assets consist primarily of stocks
and bonds. The expected long-term rate of return on plan assets was 9.5 percent
for 2001, 2000 and 1999.

For other postretirement benefits, the discount rate used in determining the
accumulated postretirement benefit obligation at the end of 2001 and 2000 was
7.25 percent and 7.5 percent, respectively. The annual rate of increase in the
per capita cost of covered benefits (the health care cost trend rate) was
assumed to be 7.5 percent in 2002, decreasing gradually to 5.0 percent in 2007.

The health care cost trend rate assumption has a significant effect on the
amounts reported. For example, a one percentage point change in the assumed
health care cost trend rate would have the following effects:

                                        1% POINT         1% POINT
                                        INCREASE         DECREASE
- -------------------------------------------------------------------
Effect on total service and
 interest cost components in 2001        $  423,000    $  (330,000)
Effect on postretirement obligation
 as of October 28, 2001                  $3,415,000    $(2,723,000)
- -------------------------------------------------------------------



<PAGE>

NOTE 4 -- INCOME TAXES

Income tax expense includes the following:

                                          2001           2000              1999
- -------------------------------------------------------------------------------
                                                 (In thousands)

Current:
  U.S. federal                         $ (1,161)       $ 16,163        $  8,351
  State and local                           821           1,261             860
  Foreign                                12,038          13,086          14,265
- -------------------------------------------------------------------------------
   Total current                         11,698          30,510          23,476

Deferred:
  U.S. federal                            1,864          (2,429)            405
  State and local                           468            (137)            207
  Foreign                                  (924)            832            (156)
- -------------------------------------------------------------------------------
   Total deferred                         1,408          (1,734)            456
- -------------------------------------------------------------------------------
                                       $ 13,106        $ 28,776        $ 23,932
- -------------------------------------------------------------------------------

The reconciliation of the United States statutory federal income tax rate to the
worldwide consolidated effective tax rate follows:

                                           2001            2000            1999
- -------------------------------------------------------------------------------

Statutory federal
  income tax rate                         35.00%          35.00%          35.00%
Foreign Sales Corporation
  exemption                                --             (3.68)          (3.72)
Foreign tax rate variances,
  net of foreign tax credits              (7.38)           1.40            3.01
State and local taxes, net
  of federal income tax
  benefit                                  3.37             .83            1.32
Amounts related to
  prior years                               .25             .42           (2.17)
Other - net                                3.51             .53             .06
- -------------------------------------------------------------------------------
Effective tax rate                        34.75%          34.50%          33.50%
- -------------------------------------------------------------------------------

Earnings before income taxes of international operations were $25,699,000,
$32,580,000 and $30,466,000 in 2001, 2000 and 1999, respectively. Deferred
income taxes are not provided on undistributed earnings of international
subsidiaries which are intended to be permanently invested in those operations.
These undistributed earnings aggregated approximately $51,426,000 and
$51,567,000 at October 28, 2001 and October 29, 2000, respectively. Should these
earnings be distributed, applicable foreign tax credits would substantially
offset U.S. taxes due upon the distribution. Significant components of the
Company's deferred tax assets and liabilities are as follows:

                                                         2001         2000
- -----------------------------------------------------------------------------
                                                           (In thousands)

Deferred tax assets:
  Sales to international subsidiaries and
   related consolidation adjustments                   $12,941       $14,657
  Employee benefits                                     19,909        17,582
  Other accruals not currently deductible
   for taxes                                            14,315         9,104
  Inventory adjustments                                  3,600         2,412
  Translation of foreign currency
   accounts                                              2,910         3,244
  Other - net                                              342           729
- -----------------------------------------------------------------------------
   Total deferred tax assets                            54,017        47,728
Deferred tax liabilities:
  Depreciation                                          11,296         6,035
  Other - net                                            1,431         1,267
- -----------------------------------------------------------------------------
   Total deferred tax liabilities                       12,727         7,302
- -----------------------------------------------------------------------------
  Net deferred tax assets                              $41,290       $40,426
- -----------------------------------------------------------------------------

NOTE 5 -- INCENTIVE COMPENSATION PLAN

The Company has an incentive cash compensation plan for executive officers.
Participants in the plan and payments under the plan are approved by a committee
appointed by the Board of Directors. Members of the committee are directors and
are not active officers of the Company. Amounts paid under the plan are based on
a percentage of the base salary of each participant. Compensation expense
attributable to the plan was $242,000 in 2001, $1,870,000 in 2000, and
$2,018,000 in 1999.

24/25
<PAGE>

NOTE 6 -- DETAILS OF BALANCE SHEET

                                                      2001             2000
- ----------------------------------------------------------------------------
                                                        (In thousands)

Receivables:
  Accounts                                        $ 156,562        $ 175,400
  Notes                                               7,242           15,308
  Other                                               8,036            3,488
- ----------------------------------------------------------------------------
                                                    171,840          194,196
  Allowance for doubtful accounts                    (4,018)          (2,825)
- ----------------------------------------------------------------------------
                                                  $ 167,822        $ 191,371
- ----------------------------------------------------------------------------

Inventories:
  Finished goods                                  $  56,106        $  38,732
  Work-in-process                                    15,517           30,433
  Raw materials and finished parts                   67,563           65,757
- ----------------------------------------------------------------------------
                                                  $ 139,186        $ 134,922
- ----------------------------------------------------------------------------

Property, plant and equipment:
  Land                                            $   3,662        $   3,102
  Land improvements                                   2,793            2,774
  Buildings                                          76,200           64,853
  Machinery and equipment                           156,815          142,278
  Enterprise management
   system                                            26,300           25,718
  Construction-in-progress                           13,937           12,377
  Leased property under
   capitalized leases                                13,135           12,167
- ----------------------------------------------------------------------------
                                                    292,842          263,269
  Accumulated depreciation
   and amortization                                (159,510)        (136,359)
- ----------------------------------------------------------------------------
                                                  $ 133,332        $ 126,910
- ----------------------------------------------------------------------------

Intangible assets:
  Costs in excess of net assets of
   acquired businesses                            $ 389,894        $ 126,186
  Other                                               8,079            5,379
- ----------------------------------------------------------------------------
                                                    397,973          131,565
  Accumulated amortization                          (54,867)         (37,802)
- ----------------------------------------------------------------------------
                                                  $ 343,106        $  93,763
- ----------------------------------------------------------------------------

Accrued liabilities:
  Salaries and other compensation                 $  22,896        $  29,392
  Pension and retirement                              2,856            3,464
  Taxes other than income taxes                       4,787            5,316
  Other                                              40,865           27,133
- ----------------------------------------------------------------------------
                                                  $  71,404        $  65,305
- ----------------------------------------------------------------------------

NOTE 7 -- LEASES

The Company has lease commitments expiring at various dates, principally for
manufacturing, warehouse and office space, automobiles and office equipment.
Many leases contain renewal options and some contain purchase options.

The Company has an operating lease for office and manufacturing space owned by a
partnership in which the Company is a partner. The lease ends in 2010 and
contains a renewal option and an annual option to purchase the property at fair
market value. Future annual minimum lease payments range from $777,000 to
$1,009,000 and approximate market rates.

Rent expense for all operating leases was approximately $10,697,000 in 2001,
$10,776,000 in 2000, and $9,603,000 in 1999.

Assets held under capitalized leases and included in property, plant and
equipment are as follows:

                                                      2001              2000
- ------------------------------------------------------------------------------
                                                           (In thousands)

Transportation equipment                           $ 12,755          $ 11,862
Other                                                   380               305
- ------------------------------------------------------------------------------
Total capitalized leases                             13,135            12,167
Accumulated amortization                             (6,010)           (5,561)
- ------------------------------------------------------------------------------
  Net capitalized leases                           $  7,125          $  6,606
- ------------------------------------------------------------------------------

At October 28, 2001, future minimum lease payments under non- cancelable
capitalized and operating leases are as follows:

                                                   CAPITALIZED      OPERATING
                                                     LEASES           LEASES
- ------------------------------------------------------------------------------
                                                            (In thousands)

Fiscal year ending:
  2002                                             $  4,438          $  8,915
  2003                                                2,941             6,993
  2004                                                1,448             5,650
  2005                                                  260             4,788
  2006                                                   16             4,102
  Later years                                          --              10,915
- ------------------------------------------------------------------------------
Total minimum lease payments                          9,103          $ 41,363
                                                                     ---------
Less amount representing
  executory costs                                     1,020
- ------------------------------------------------------------
Net minimum lease payments                            8,083
Less amount representing interest                       958
- ------------------------------------------------------------
Present value of net minimum
  lease payments                                      7,125
Less current portion                                  3,430
- ------------------------------------------------------------
Long-term obligations at
  October 28, 2001                                 $  3,695
- ------------------------------------------------------------


<PAGE>

NOTE 8 -- NOTES PAYABLE

Bank lines of credit and notes payable are summarized as follows:

                                                      2001             2000
- ------------------------------------------------------------------------------
                                                         (In thousands)

Available bank lines of credit:
  Domestic banks                                   $360,130          $445,218
  Foreign banks                                      72,427            83,019
- ------------------------------------------------------------------------------
   Total                                           $432,557          $528,237
- ------------------------------------------------------------------------------

Notes payable:
  Domestic bank debt                               $162,000          $ 62,469
  Foreign bank debt                                  32,834            29,056
  Other                                                 130               172
- ------------------------------------------------------------------------------
   Total                                           $194,964          $ 91,697
- ------------------------------------------------------------------------------

Weighted-average interest rate
  on notes payable                                      3.8%              4.6%
Unused bank lines of credit                        $237,593          $436,712
- ------------------------------------------------------------------------------

Included in the domestic available amount above is a $350,000,000 revolving
credit agreement with a group of banks. This facility consists of two parts: a
$100 million, 364-day facility that can be extended for one year and a $250
million, five-year facility. Payment of commitment fees is required. Other lines
of credit obtained by the Company can generally be withdrawn at the option of
the banks and do not require material compensating balances or commitment fees.
Other notes payable include promissory notes issued in connection with a
business acquisition and an equipment purchase.

NOTE 9 -- LONG-TERM DEBT

The long-term debt of the Company is as follows:

                                                       2001              2000
- ------------------------------------------------------------------------------
                                                           (In thousands)

Senior note, due 2007                              $ 50,000          $ 50,000
Senior notes, due 2006-2011                         100,000              --
Five-year term loan                                  40,000              --
Industrial revenue bonds--
  Gwinnett County, Georgia                            4,800             5,400
Industrial revenue bonds--
  City of Westlake, Ohio                                850             1,700
Acquisition financing notes                           5,130             2,780
Leasehold improvements financing note                 1,878             1,848
- ------------------------------------------------------------------------------
                                                    202,658            61,728
Less current maturities                              14,580             4,230
- ------------------------------------------------------------------------------
   Total                                           $188,078          $ 57,498
- ------------------------------------------------------------------------------

SENIOR NOTE, DUE 2007-- This note is payable in one installment and bears
interest at a fixed rate of 6.78 percent.

SENIOR NOTES, DUE 2006-2011-- These notes with a group of insurance companies
have a weighted-average, fixed-interest rate of 7.02 percent and an original
weighted-average life of 6.5 years.

FIVE-YEAR TERM NOTES -- These notes are payable in five annual installments of
$8,000,000 from 2002 extending through 2006 with interest payable quarterly. The
interest rate was 8.02 percent at October 28, 2001.

INDUSTRIAL REVENUE BONDS -- GWINNETT COUNTY, GEORGIA-- These bonds were issued
in connection with the acquisition and renovation of the Norcross Manufacturing
Facility in Gwinnett County, Georgia. These bonds are due in annual installments
of $600,000 through 2009, with interest payable quarterly. The tax-free interest
rate varies weekly and was 2.2 percent at October 28, 2001. The bonds are
secured by a $5,036,000 standby letter of credit.

INDUSTRIAL REVENUE BONDS -- CITY OF WESTLAKE, OHIO-- These bonds were issued in
connection with the construction of the Company's world headquarters in
Westlake, Ohio. The bonds are due in annual installments of $850,000 extending
through 2002 with interest payable quarterly. The tax-free interest rate varies
weekly and was 2.25 percent at October 28, 2001. The bonds are secured by a
$886,000 standby letter of credit.

ACQUISITION FINANCING NOTES-- These unsecured notes were issued in connection
with recent business acquisitions and mature in 2002. Interest is payable at
variable rates with a weighted-average rate of 2.98 percent at October 28, 2001.

LEASEHOLD IMPROVEMENTS FINANCING NOTE-- This note partially funded the leasehold
improvements for a new sales and demonstration facility in Japan. The
principal balance is Japanese (Y)200 million and is payable in one installment
in 2006. Interest, payable at a fixed rate of 3.10 percent, was converted to a
variable rate through an interest rate swap. The variable rate is reset
semi-annually, and at October 28, 2001 the Company's effective borrowing rate
was negative .29 percent.

ANNUAL MATURITIES-- The annual maturities of long-term debt for the five years
subsequent to October 28, 2001 are as follows: $14,580,000 in 2002; $8,600,000
in 2003; $8,600,000 in 2004; $12,890,000 in 2005; and $54,768,000 in 2006.

GUARANTEES-- No guarantees were issued at October 28, 2001. Subsequent to
year-end, the Company issued $4,318,000 of guarantees to support the
term-borrowing facilities of an unconsolidated affiliate. At October 29, 2000,
the Company had issued $3,520,000 of similar guarantees.

26/27

<PAGE>

NOTE 10 -- FINANCIAL INSTRUMENTS

The Company enters into foreign currency forward contracts, which are derivative
financial instruments, to reduce the risk of foreign currency exposures
resulting from the collection of intercompany receivables, payables and loans
denominated in foreign currencies. The maturities of these contracts are usually
less than 90 days. Forward contracts are marked to market each accounting
period, and the resulting gains or losses are included in other income (expense)
on the Consolidated Statement of Income. Gains of $146,000, $248,000 and
$562,000 were recognized from changes in the fair value of these contracts for
the years ended October 28, 2001, October 29, 2000 and October 31, 1999,
respectively.

At October 28, 2001 the Company had outstanding forward exchange contracts that
mature at various dates through December 2001. The following table summarizes,
by currency, the Company's forward exchange contacts at October 28, 2001 and
October 29, 2000:

                                    SELL                         BUY
                           NOTIONAL     FAIR MARKET     NOTIONAL    FAIR MARKET
                            AMOUNTS        VALUE        AMOUNTS        VALUE
- -------------------------------------------------------------------------------
                                             (In thousands)

October 28, 2001 contract amounts:
  Euro                       $ 9,302       $ 9,339       $14,620       $14,726
  British pound               14,603        14,723         4,549         4,572
  Japanese yen                 7,733         8,372        10,199        10,639
  Others                       1,495         1,491         8,534         8,428
- ------------------------------------------------------------------------------
   Total                     $33,133       $33,925       $37,902       $38,365
- ------------------------------------------------------------------------------

                                    SELL                         BUY
                           NOTIONAL     FAIR MARKET     NOTIONAL    FAIR MARKET
                            AMOUNTS        VALUE        AMOUNTS        VALUE
- --------------------------------------------------------------------------------
                                               (In thousands)

October 29, 2000 contract amounts:
  Euro                         $15,386       $15,271       $ 2,577       $ 2,540
  British pound                  8,340         8,636           558           574
  Japanese yen                   9,729         9,380           467           462
  Others                         6,917         6,899         7,196         7,146
- --------------------------------------------------------------------------------
   Total                       $40,372       $40,186       $10,798       $10,722
- --------------------------------------------------------------------------------

The Company also uses foreign denominated fixed-rate debt and intercompany
foreign currency transactions of a long-term investment nature to protect the
value of its investment in its wholly owned subsidiaries. For hedges of the net
investment in foreign operations, realized and unrealized gains and losses are
shown in the cumulative translation adjustment account included in total
comprehensive income. For the years ended October 28, 2001 and October 29, 2000,
net gains of $1,914,000 and $6,322,000, respectively, were included in the
cumulative translation adjustment account related to foreign denominated
fixed-rate debt designated as a hedge of net investment in foreign operations.

The Company has an interest-rate swap that it has designated as a fair-value
hedge. This derivative qualified for the short-cut method. The swap is recorded
with a fair market value of $204,000 in other assets in the Consolidated Balance
Sheet.

The Company is exposed to credit-related losses in the event of non-performance
by counterparties to financial instruments. The Company uses major banks
throughout the world for cash deposits, forward exchange contracts and interest
rate swaps. The Company's customers represent a wide variety of industries and
geographic regions. As of October 28, 2001, there were no significant
concentrations of credit risk. The Company does not use financial instruments
for trading or speculative purposes.

The carrying amounts and fair values of the Company's financial instruments,
other than receivables and accounts payable, are as follows:

2001
                                             CARRYING AMOUNT       FAIR VALUE
- ------------------------------------------------------------------------------
                                                           (In thousands)

Cash and cash equivalents                        $   7,881          $   7,881
Marketable securities                                   62                 62
Notes payable                                     (194,964)          (194,964)
Long-term debt                                    (202,658)          (211,144)
Forward exchange contracts                             254                278

2000

                                             CARRYING AMOUNT       FAIR VALUE
- ------------------------------------------------------------------------------

                                                           (In thousands)

Cash and cash equivalents                          $    785          $    785
Marketable securities                                    30                30
Notes payable                                       (91,697)          (91,697)
Long-term debt                                      (61,728)          (58,936)
Forward exchange contracts                              108               210
Interest rate swaps                                    --                 448



<PAGE>

The following methods and assumptions were used by the Company in estimating the
fair value of financial instruments:

- - Cash, cash equivalents and notes payable are valued at their carrying amounts
  due to the relatively short period to maturity of the instruments.

- - Marketable securities are valued at quoted market prices.

- - Long-term debt is valued by discounting future cash flows at
  currently available rates for borrowing arrangements with similar
  terms and conditions.

- - The fair value of forward exchange contracts is estimated using quoted
  exchange rates of comparable contracts.

- - The fair value of interest rate swaps is estimated using valuation techniques
  based on discounted future cash flows.

NOTE 11 -- CAPITAL SHARES

PREFERRED-- The Company has authorized 10,000,000 Series A convertible preferred
shares without par value. No preferred shares were outstanding in 2001, 2000,
or1999.

COMMON-- On August 1, 2000, the Board of Directors declared a 2-for-1 stock
split on the Company's common stock, paid in the form of a 100 percentstock
dividend on September 12, 2000, for all shares outstanding on August 25, 2000.
Accordingly, all per-share amounts, common stock and common stock equivalents
outstanding used in the calculation of per-share amounts and stock option
information have been adjusted retroactively to reflect the stock split.

The Company has 80,000,000 authorized common shares without par value. In March
1992, the shareholders adopted an amendment to the Company's articles of
incorporation which, when filed with the State of Ohio, would increase the
number of authorized common shares to 160,000,000. During 2001 and 2000, there
were 49,011,000 common shares issued. At October 28, 2001 and October 29, 2000,
the number of outstanding common shares, net of treasury shares, was 33,138,000
and 32,449,000, respectively. Treasury shares are reissued using the first-in,
first-out method.

NOTE 12 -- COMPANY STOCK PLANS

LONG-TERM PERFORMANCE PLAN-- The Company's long-term performance plan, adopted
in 1993, provides for the granting of stock options, stock appreciation rights,
restricted stock, stock purchase rights, stock equivalent units, cash awards,
and other stock or performance-based incentives. The number of common shares
available for grant of awards is 3.0 percent of the number of common shares
outstanding as of the first day of each fiscal year, plus up to an additional
0.5 percent, consisting of shares available, but not granted, in prior years. At
the beginning of fiscal 2002, there were 1,160,000 shares available for grant in
2002.

STOCK OPTIONS-- The Company may grant non-qualified or incentive stock options
to employees and directors of the Company. Generally, the options may be
exercised beginning one year from the date of grant at a rate not exceeding 25
percent per year, and the options expire 10 years from the date of grant.
Vesting accelerates upon the occurrence of events which involve or may result in
a change of control of the Company.

The Company uses the intrinsic value method to account for employee stock
options. No compensation expense has been recognized because the exercise price
of the Company's stock options equals the market price of the underlying common
shares on the date of grant. Tax benefits arising from the exercise of
non-qualified stock options are recognized when realized and credited to capital
in excess of stated value.

Summarized transactions are as follows:

                                                                    WEIGHTED-
                                                                    AVERAGE
                                                                    EXERCISE
                                                NUMBER OF            PRICE
                                                 OPTIONS           PER SHARE
- -----------------------------------------------------------------------------
Outstanding at November 1, 1998                 4,916,442            $25.38
Granted                                           928,880            $22.63
Exercised                                        (236,682)           $16.41
Forfeited                                        (125,726)           $27.82
- -----------------------------------------------------------------------------
Outstanding at October 31, 1999                 5,482,914            $25.25
Granted                                           904,256            $22.33
Exercised                                        (346,336)           $16.35
Forfeited                                        (332,498)           $26.14
- -----------------------------------------------------------------------------
Outstanding at October 29, 2000                 5,708,336            $25.27
Granted                                           836,300            $28.51
Exercised                                        (338,493)           $22.84
Forfeited                                        (208,151)           $26.40
- -----------------------------------------------------------------------------
Outstanding at October 28, 2001                 5,997,992            $25.82
- -----------------------------------------------------------------------------
Exercisable at October 28, 2001                 3,854,220            $26.16
- -----------------------------------------------------------------------------

Summarized information on currently outstanding options follows:

                                         RANGE OF EXERCISE PRICE
                                  $20 - $25       $26 - $30     $31 - $35
- --------------------------------------------------------------------------
Number outstanding                2,687,232       3,210,259       100,501
Weighted-average remaining
  contractual life, in years            7.7             5.1           5.2
Weighted-average
  exercise price                     $22.99          $28.00        $31.88
- --------------------------------------------------------------------------
Number exercisable                1,476,350       2,327,646        50,224
Weighted-average
  exercise price                     $23.27          $27.87        $31.88
- --------------------------------------------------------------------------

28/29

<PAGE>

Pro forma information regarding net income and earnings per share has been
determined as if the Company had accounted for employee stock options granted
since 1996 under the fair value method. Under this method, the estimated fair
value of the options is amortized to expense over the options' vesting period.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option-pricing model.

Pro forma and weighted-average assumption information follows:

                                         2001           2000           1999
- -------------------------------------------------------------------------------
                                    (In thousands except for per-share amounts)

Net income:
  As reported                          $24,610        $54,632        $47,506
  Pro forma                            $21,200        $50,876        $43,572
Diluted earnings per share:
  As reported                             $.74          $1.67          $1.42
  Pro forma                               $.64          $1.58          $1.31
Weighted-average fair value
  of options granted during
  the year                               $8.43          $7.20          $7.60
- -------------------------------------------------------------------------------
Risk-free interest rate              3.91-4.57%     5.57-5.94%     5.91-6.17%
Expected life of option,
  in years                                   7              7              7
Expected dividend yield                   1.62%          1.50%          1.35%
Expected volatility                        .25            .24            .23
- -------------------------------------------------------------------------------

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

STOCK APPRECIATION RIGHTS-- The Company may grant stock appreciation rights to
employees. A stock appreciation right provides for a payment equal to the excess
of the fair market value of a common share when the right is exercised, over its
value when the right was granted. There were no stock appreciation rights
outstanding during 2001, 2000, and 1999.

Limited stock appreciation rights that become exercisable upon the occurrence of
events which involve or may result in a change of control of the Company have
been granted with respect to 5,998,000 shares.

RESTRICTED STOCK-- The Company may grant restricted stock to employees. These
shares may not be disposed of for a designated period of time defined at the
date of grant and are to be returned to the Company if the recipient's
employment terminates during the restriction period. As shares are issued,
deferred stock-based compensation equivalent to the market value on the date of
grant is charged to shareholders' equity and subsequently amortized over the
restriction period. Tax benefits arising from the lapse of restrictions on the
stock are recognized when realized and credited to capital in excess of stated
value. In 2001, there were 11,850 restricted shares granted at a weighted
average fair value of $27.60 per share (26,812 and $22.19 in 2000 and 11,888 and
$25.58 in 1999). Net amortization was $316,000 in 2001 ($354,000 in 2000 and
$225,000 in 1999).

EMPLOYEE STOCK PURCHASE RIGHTS-- The Company may grant stock purchase rights to
employees. These rights permit eligible employees to purchase a limited number
of common shares at a discount from fair market value. No stock purchase rights
were outstanding during 2001, 2000, and 1999.

EMPLOYEE STOCK OWNERSHIP PLAN-- The Company sponsored an Employee Stock
Ownership Plan (ESOP) covering all domestic employees. Company contributions
were discretionary and funded annually by a combination of cash and shares of
the Company's common stock. Allocations to the participants' accounts were made
on December 31 on the basis of their compensation for the year. Each participant
vested in his account at a rate of 20 percent per year from date of employment.
Distribution of a participant's account occurs at retirement, death, or
termination of employment.

The ESOP was merged into the Company's domestic retirement plan in fiscal year
2000. ESOP compensation expense was $167,000 in the first two months of 2000,
and $1,325,000 in 1999. Contributions to the plan were $1,167,000,and $1,063,000
in 2000, and 1999, respectively. The number of allocated ESOP shares outstanding
was 868,000 at October 29, 2000.

SHAREHOLDER RIGHTS PLAN-- In August 1988, the Board of Directors declared a
dividend of one common share purchase right for each common share outstanding on
September 9, 1988. Rights are also distributed with common shares issued by the
Company after that date. The rights may only be exercised if a party acquires 15
percent or more of the Company's common shares. The exercise price of each right
is $87.50 per share. The rights trade with the shares until the rights become
exercisable, unless the Board of Directors sets an earlier date for the
distribution of separate right certificates.

If a party acquires at least 15 percent of the Company's common shares (a
"flip-in" event), each right then becomes the right to purchase two common
shares of the Company for $.50 per share.

The rights may be redeemed by the Company at a price of $.005 per right at any
time prior to a "flip-in" event, or expiration of the rights on October 31,
2007.


<PAGE>

SHARES RESERVED FOR FUTURE ISSUANCE-- At October 28, 2001, there were 84,700,000
shares reserved for future issuance through the exercise of outstanding options
or rights, including 78,558,000 shares under the shareholder rights plan.

NOTE 13 -- SEVERANCE AND RESTRUCTURING COSTS

Total 2001 severance and restructuring costs were $14.0 million ($9.2 million on
an after-tax basis, or $.28 per share). Of this amount, $13.3 million related to
workforce reduction actions including reductions of approximately 400 people
initiated in 2001. This amount was recorded below selling and administrative
expenses in the Consolidated Statement of Income. The remaining amount of $.7
million related to inventory write-offs associated with the combination of
certain businesses was included in cost of sales. Of the total amount, $7.6
million is unpaid at October 28, 2001.

During 2000, Nordson recognized non-recurring pre-tax charges of $9.0 million
($5.9 million on an after-tax basis or $.18 per share). Of this amount, $7.5
million was paid in 2000, and the remainder was paid in 2001. The charges
consist of severance payments and were recorded below selling and administrative
expenses in the Consolidated Statement of Income.

During the fourth quarter of 1999, Nordson recognized non-recurring pre-tax
charges of $3.0 million ($2.0 million on an after-tax basis or $.06 per share).
The charges consist of severance payments and supplemental pension obligations
and were recorded below selling and administrative expenses in the Consolidated
Statement of Income.

NOTE 14 -- ACQUISITIONS

Business acquisitions have been accounted for as purchases, with the acquired
assets and liabilities recorded at their estimated fair value at the dates of
acquisition. The cost in excess of the net assets of the business acquired is
included in intangible assets.

On October 30, 2000, the Company completed the acquisition of EFD, Inc., a
privately held East Providence, Rhode Island-based manufacturer of precision,
low-pressure, industrial dispensing valves and components. The majority of the
purchase was financed with short-term credit facilities. Internally generated
cash flow of the Company and EFD, Inc. will be used to pay down this debt. The
acquisition was accounted for using the purchase method of accounting. EFD, Inc.
is now a wholly owned subsidiary of the Company.

The following unaudited pro forma data summarize the results of operations of
the Company and EFD, Inc. as if the acquisition had occurred at the beginning of
fiscal 2000 and 1999.

                                                   2000               1999
- -------------------------------------------------------------------------------
                              (In thousands except for per-share information)

Results of operations:
  Net sales                                       $801,892           $754,646
  Net income                                       $54,056            $44,757
  Basic earnings per share                           $1.67              $1.35
  Diluted earnings per share                         $1.65              $1.34
- -------------------------------------------------------------------------------

In January 1999 and March 1999, the Company acquired manufacturers of systems
that use gas plasma technology. In July 1999, the Company acquired a
manufacturer of cold adhesive application equipment and verification systems,
and in September 1999, a manufacturer of ultraviolet curing lamps. Assuming the
acquisitions had taken place at the beginning of 1999, pro forma results for
1999 would not be materially different.

The cost of acquisitions amounted to $281,183,000 in 2001 and $29,213,000 in
1999. Operating results of these acquisitions are included in the Consolidated
Statement of Income from the respective dates of acquisition.

NOTE 15-- SUPPLEMENTAL INFORMATION FOR THE STATEMENT
OF CASH FLOWS

                                            2001       2000       1999
- ------------------------------------------------------------------------
                                                 (In thousands)

Cash operating activities:
  Interest paid                          $ 26,282   $ 12,010   $  9,417
  Income taxes paid                        11,373     27,764     28,501
- ------------------------------------------------------------------------
Noncash investing and
  financing activities:
   Capitalized lease
     obligations incurred                $  4,954   $  4,179   $  5,757
   Capitalized lease
     obligations terminated                   654        954      1,102
   Shares acquired and
     issued through exercise
     of stock options                       4,086      1,660      2,098
- ------------------------------------------------------------------------
Noncash assets and liabilities
  of businesses acquired:
   Working capital                       $ 11,285   $   --     $  4,901
   Property, plant and
     equipment                              6,378       --        1,032
   Intangibles and other                  262,688       --       21,279
   Long-term debt and
     other liabilities                       --         --         (588)
- ------------------------------------------------------------------------
                                         $280,351   $   --     $ 26,624
- ------------------------------------------------------------------------

30/31

<PAGE>

NOTE 16-- OPERATING SEGMENTS AND GEOGRAPHIC AREA DATA

The Company conducts business across three primary businesses: adhesive
dispensing and nonwoven fiber, coating and finishing, and advanced technology.
The composition of segments and measure of segment profitability is consistent
with that used by the Company's management. The primary measurement focus is
operating profit, which equals sales less operating costs and expenses.
Operating profit excludes interest income (expense), investment income (net) and
other income (expense). Items below the operating income line in the
Consolidated Statement of Income are not presented by segment, since they are
excluded from the measure of segment profitability reviewed by the Company's
chief operating decision maker. The accounting policies of the segments are
generally the same as those described in Note 1, Significant Accounting
Policies.

End markets for Nordson products include food and beverage, metal furniture,
appliances, electronic components, disposable nonwovens products and automotive
components. Nordson sells its products primarily through a direct,
geographically dispersed sales force.

No single customer accounted for more than 5.0 percent of the Company's sales in
2001, 2000, or 1999.

The following table presents information about Nordson's reportable segments:
<TABLE>
<CAPTION>

                                                    ADHESIVE
                                                   DISPENSING
                                                  AND NONWOVEN    COATING AND       ADVANCED
                                                      FIBER        FINISHING       TECHNOLOGY        CORPORATE            TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                 (In thousands)

<S>                                                <C>             <C>             <C>             <C>                 <C>
YEAR ENDED OCTOBER 28, 2001
Net external sales                                 $ 430,614       $ 130,911       $ 169,891       $    --             $ 731,416
Depreciation                                          10,725           3,507           4,336           6,341              24,909
Operating profit                                      85,139           4,008          31,417         (61,027)(a)          59,537
Identifiable assets(c)                               240,409          77,087          82,009         468,903 (b)         868,408
Expenditures for long-lived assets(d)                 14,106           2,427           3,199           3,415              23,147
- ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED OCTOBER 29, 2000
Net external sales                                 $ 463,552       $ 145,943       $ 131,073       $    --             $ 740,568
Depreciation                                          11,562           4,687           3,596           4,431              24,276
Operating profit                                     114,075           9,479          20,789         (52,891)(a)          91,452
Identifiable assets(c)                               257,671          86,033          68,396         230,931 (b)         643,031
Expenditures for long-lived assets(d)                  7,320           2,347           3,109          10,869              23,645
- ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 1999
Net external sales                                 $ 443,799       $ 152,866       $ 103,800       $    --             $ 700,465
Depreciation                                          12,542           4,452           3,256           2,007              22,257
Operating profit                                      95,378           5,580           9,601         (33,574)(a)          76,985
Identifiable assets(c)                               250,206          84,491          57,670         230,663 (b)         623,030
Expenditures for long-lived assets(d)                 10,045           3,390           4,165          28,044              45,644
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Includes $3.0 million of severance payments and supplemental pension
    obligations in 1999, $9.0 million of severance costs in 2000 and $14.0
    million of severance and other restructuring charges in 2001. These charges
    were not allocated to reportable segments for management reporting purposes.

(b) Corporate assets are principally cash and cash equivalents, domestic
    deferred income taxes, investments, capital leases, headquarter facilities,
    the major portion of the Company's domestic enterprise management system
    and intangible assets.

(c) Includes notes and accounts receivable net of customer advance payments and
    allowance for doubtful accounts, inventories net of reserves and property,
    plant and equipment net of accumulated depreciation.

(d) Long-lived assets consist of property, plant and equipment and capital
    lease assets.



<PAGE>

The Company has significant sales and long-lived assets in the following
geographic areas:

                                             2001         2000         1999
- ------------------------------------------------------------------------------
                                                     (In thousands)
Net external sales
  North America(a)                        $357,461      $351,098      $328,573
  Europe                                   220,122       231,712       243,463
  Japan                                     74,979        79,443        68,579
  Pacific South                             78,854        78,315        59,850
- ------------------------------------------------------------------------------
Total net external sales                  $731,416      $740,568      $700,465
- ------------------------------------------------------------------------------

Long-lived assets
  North America(b)                        $112,947      $108,311      $106,054
  Europe                                    12,787        10,241        13,281
  Japan                                      4,636         5,392         5,771
  Pacific South                              2,962         2,966         3,533
- ------------------------------------------------------------------------------
Total long-lived assets                   $133,332      $126,910      $128,639
- ------------------------------------------------------------------------------

(a) Net external sales in the United States for 2001, 2000 and 1999 were $339.5
    million, $330.2 million, and $307.7 million, respectively.
(b) Long-lived assets in the United States for 2001, 2000 and 1999 were $112.7
    million, $108.2 million, and $105.9 million, respectively.

A reconciliation of total segment operating income to total consolidated income
before income taxes is as follows:

                                            2001        2000            1999
- ------------------------------------------------------------------------------
                                                  (In thousands)
Total profit for reportable
  segments                               $ 59,537      $ 91,452      $ 76,985
Interest expense                          (29,489)      (11,665)      (10,244)
Interest and investment income              1,414           984         1,601
Other-net                                   6,254         2,637         3,096
- ------------------------------------------------------------------------------
Consolidated income before
  income taxes                           $ 37,716      $ 83,408      $ 71,438
- ------------------------------------------------------------------------------

A reconciliation of total assets for reportable segments to total consolidated
assets is as follows:

                                            2001          2000          1999
- ------------------------------------------------------------------------------
                                                     (In thousands)
Total assets for reportable
  segments                              $ 868,408     $ 643,031     $ 623,030
Plus: customer advance payments            12,992         9,961         4,752
Eliminations                              (18,947)      (42,952)      (35,992)
- ------------------------------------------------------------------------------
Total consolidated assets               $ 862,453     $ 610,040     $ 591,790
- ------------------------------------------------------------------------------

NOTE 17-- QUARTERLY FINANCIAL DATA (UNAUDITED)

QUARTER                      FIRST         SECOND         THIRD        FOURTH
- -------------------------------------------------------------------------------
                                (In thousands except for per-share amounts)

2001:
  Sales                  $   175,333   $   192,825   $   175,333   $   187,925
  Cost of sales               77,313        85,706        83,661        90,449
  Net income                   7,526         9,007         5,627         2,450

  Earnings per share:
   Basic                 $       .23   $       .28   $       .17   $       .07
   Diluted                       .23           .27           .17           .07
   Diluted before
    severance and
    restructuring costs          .23           .30           .19           .31
- -------------------------------------------------------------------------------

2000:
  Sales                  $   152,888   $   186,647   $   184,104   $   216,929
  Cost of sales               66,721        84,653        82,299        98,924
  Net income                   4,768        12,897        14,967        22,000

  Earnings per share:
   Basic                 $       .15   $       .40   $       .47   $       .68
   Diluted                       .15           .40           .46           .67
   Diluted before
    severance and
    restructuring costs          .20           .48           .48           .69
- -------------------------------------------------------------------------------

Domestic operations report results using four 13-week quarters. International
subsidiaries report results using calendar quarters. The sum of the per-share
amounts for the four quarters of 2001 and 2000 do not equal the annual per-share
amounts as a result of the timing of treasury stock purchases and the effect of
stock options granted by the Company.

During 2001, the Company recognized severance and restructuring pre-tax charges
of $.1 million in the first quarter ($.1 million after-tax), $1.3 million in the
second-quarter ($.9 million after-tax), $.8 million in the third-quarter ($.5
million after-tax) and $11.8 million in the fourth-quarter ($7.7 million
after-tax).

During 2000, the Company recognized severance and restructuring pre-tax charges
of $2.8 million in the first-quarter ($1.9 million after- tax), $3.9 million in
the second-quarter ($2.6 million after-tax), $1.0 million in the third quarter
($.6 million after-tax) and $1.2 million in the fourth quarter ($.8 million
after-tax).

32/33


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.G
<SEQUENCE>11
<FILENAME>l92318aex13-g.txt
<DESCRIPTION>EXHIBIT 13-G
<TEXT>
<PAGE>
                                                                    Exhibit 13-g

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
of Nordson Corporation

We have audited the accompanying consolidated balance sheet of Nordson
Corporation as of October 28, 2001 and October 29, 2000, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended October 28, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit 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 consolidated financial position of Nordson
Corporation at October 28, 2001 and October 29, 2000, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended October 28, 2001 in conformity with accounting principles generally
accepted in the United States.


/s/ Ernst & Young LLP

Cleveland, Ohio
December 5, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.H
<SEQUENCE>12
<FILENAME>l92318aex13-h.txt
<DESCRIPTION>EXHIBIT 13-H
<TEXT>
<PAGE>
NORDSON CORPORATION

<TABLE>
<CAPTION>
                                                                                                             Exhibit 13-h
ELEVEN-YEAR SUMMARY

                                                                                          2001          2000         1999
- ----------------------------------------------------------------------------------------------------------------------------
 (In thousands except for per-share amounts)

<S>                                                                                    <C>             <C>           <C>
OPERATING DATA (a)
   Sales                                                                               $731,416        740,568       700,465
- -------------------------------------------------------------------------------------------------------------------------------
   Cost of sales                                                                       $337,129(j)     332,597       318,230
   % of sales                                                                                46             45            45
- -------------------------------------------------------------------------------------------------------------------------------
   Selling and administrative expenses                                                 $321,395        307,559       302,250
   % of sales                                                                                44             42            43
- -------------------------------------------------------------------------------------------------------------------------------
   Operating profit                                                                     $59,537(j)      91,452(e)     76,985(e)
   % of sales                                                                                 8             12            11
- -------------------------------------------------------------------------------------------------------------------------------
   Income before cumulative effect of accounting changes and non-recurring charges      $33,774(j)      60,501(e)     49,501(e)
   % of sales                                                                                 5              8             7
- -------------------------------------------------------------------------------------------------------------------------------
   Net income                                                                           $24,610         54,632        47,506
   % of sales                                                                                 3              7             7
- -------------------------------------------------------------------------------------------------------------------------------
FINANCIAL DATA (a)
   Working capital                                                                       $6,524        116,230        89,376
- -------------------------------------------------------------------------------------------------------------------------------
   Net property, plant and equipment and other non-current assets                      $500,276        240,802       250,474
- -------------------------------------------------------------------------------------------------------------------------------
   Total invested capital                                                              $506,800        357,032       339,850
- -------------------------------------------------------------------------------------------------------------------------------
   Total assets                                                                        $862,453        610,040       591,790
- -------------------------------------------------------------------------------------------------------------------------------
   Long-term obligations                                                               $243,074        109,809       118,452
- -------------------------------------------------------------------------------------------------------------------------------
   Shareholders' equity                                                                $263,726        247,223       221,398
- -------------------------------------------------------------------------------------------------------------------------------
   Return on average invested capital-- % (b)                                                10             20            16
- -------------------------------------------------------------------------------------------------------------------------------
   Return on average shareholders' equity-- % (c)                                            13             27            23
- -------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA (a) (f)
   Basic earnings per share:
     Income before cumulative effect of accounting changes and non-recurring charges      $1.03           1.86(e)       1.50(e)
     Net income                                                                            $.75           1.68          1.44
   Diluted earnings per share:
     Income before cumulative effect of accounting changes and non-recurring charges      $1.02           1.85(e)       1.48(e)
     Net income                                                                            $.74           1.67          1.42
     Cash earnings per share (i)                                                          $1.23           1.84          1.60
- -------------------------------------------------------------------------------------------------------------------------------
   Dividends per common share                                                              $.56            .52           .48
- -------------------------------------------------------------------------------------------------------------------------------
   Book value per common share                                                            $7.96           7.62          6.76
- -------------------------------------------------------------------------------------------------------------------------------
   Average common shares                                                                 32,727         32,455        33,048
- -------------------------------------------------------------------------------------------------------------------------------
   Average common shares and common share equivalents                                    33,050         32,767        33,484
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

ELEVEN-YEAR SUMMARY

                                                                                        1998(g)         1997       1996       1995
- -----------------------------------------------------------------------------------------------------------------------------------
 (In thousands except for per-share amounts)

<S>                                                                                    <C>            <C>        <C>        <C>
OPERATING DATA (a)
   Sales                                                                               660,900        636,710    609,444    581,444
- -----------------------------------------------------------------------------------------------------------------------------------
   Cost of sales                                                                       303,671(d)     276,425    255,095    245,587
   % of sales                                                                               46             43         42         42
- -----------------------------------------------------------------------------------------------------------------------------------
   Selling and administrative expenses                                                 286,120        286,226    270,088    251,913
   % of sales                                                                               43             45         44         43
- -----------------------------------------------------------------------------------------------------------------------------------
   Operating profit                                                                     45,071(d)      74,059     84,261     83,944
   % of sales                                                                                7             12         14         14
- -----------------------------------------------------------------------------------------------------------------------------------
   Income before cumulative effect of accounting changes and non-recurring charges      47,440(d)      49,967     53,071     52,676
   % of sales                                                                                7              8          9          9
- -----------------------------------------------------------------------------------------------------------------------------------
   Net income                                                                           20,825         49,967     53,071     52,676
   % of sales                                                                                3              8          9          9
- -----------------------------------------------------------------------------------------------------------------------------------
FINANCIAL DATA (a)
   Working capital                                                                     121,394        139,152    110,486    130,562
- -----------------------------------------------------------------------------------------------------------------------------------
   Net property, plant and equipment and other non-current assets                      210,468        184,181    192,791    148,769
- -----------------------------------------------------------------------------------------------------------------------------------
   Total invested capital                                                              331,862        323,333    303,277    279,331
- -----------------------------------------------------------------------------------------------------------------------------------
   Total assets                                                                        538,944        502,996    510,493    434,710
- -----------------------------------------------------------------------------------------------------------------------------------
   Long-term obligations                                                               117,087        102,788     57,980     48,001
- -----------------------------------------------------------------------------------------------------------------------------------
   Shareholders' equity                                                                214,775        220,545    245,297    231,330
- -----------------------------------------------------------------------------------------------------------------------------------
   Return on average invested capital-- % (b)                                               16             18         20         21
- -----------------------------------------------------------------------------------------------------------------------------------
   Return on average shareholders' equity-- % (c)                                           22             22         23         24
- -----------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA (a) (f)
   Basic earnings per share:
     Income before cumulative effect of accounting changes and non-recurring charges      1.43(d)        1.45       1.49       1.45
     Net income                                                                            .63           1.45       1.49       1.45
   Diluted earnings per share:
     Income before cumulative effect of accounting changes and non-recurring charges      1.42(d)        1.42       1.46       1.42
     Net income                                                                            .62           1.42       1.46       1.42
     Cash earnings per share (i)                                                           .76           1.54       1.55       1.49
- -----------------------------------------------------------------------------------------------------------------------------------
   Dividends per common share                                                              .44            .40        .36        .32
- -----------------------------------------------------------------------------------------------------------------------------------
   Book value per common share                                                            6.42           6.55       6.95       6.42
- -----------------------------------------------------------------------------------------------------------------------------------
   Average common shares                                                                33,084         34,552     35,738     36,438
- -----------------------------------------------------------------------------------------------------------------------------------
   Average common shares and common share equivalents                                   33,322         35,106     36,408     37,154
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ELEVEN-YEAR SUMMARY

                                                                                           1994      1993(h)      1992       1991
- -----------------------------------------------------------------------------------------------------------------------------------
 (In thousands except for per-share amounts)

<S>                                                                                       <C>        <C>        <C>        <C>
OPERATING DATA (a)
   Sales                                                                                  506,692    461,557    425,618    387,962
- -----------------------------------------------------------------------------------------------------------------------------------
   Cost of sales                                                                          212,866    191,575    168,437    158,885
   % of sales                                                                                  42         42         40         41
- -----------------------------------------------------------------------------------------------------------------------------------
   Selling and administrative expenses                                                    219,422    202,608    189,887    170,814
   % of sales                                                                                  43         44         45         44
- -----------------------------------------------------------------------------------------------------------------------------------
   Operating profit                                                                        74,404     67,374     67,294     58,263
   % of sales                                                                                  15         15         16         15
- -----------------------------------------------------------------------------------------------------------------------------------
   Income before cumulative effect of accounting changes and non-recurring charges         46,654     40,775     39,537     33,787
   % of sales                                                                                   9          9          9          9
- -----------------------------------------------------------------------------------------------------------------------------------
   Net income                                                                              46,654     35,991     39,537     33,787
   % of sales                                                                                   9          8          9          9
- -----------------------------------------------------------------------------------------------------------------------------------
FINANCIAL DATA (a)
   Working capital                                                                        126,996    125,391    105,138     87,004
- -----------------------------------------------------------------------------------------------------------------------------------
   Net property, plant and equipment and other non-current assets                         130,637    116,298    114,461    103,015
- -----------------------------------------------------------------------------------------------------------------------------------
   Total invested capital                                                                 257,633    241,689    219,599    190,019
- -----------------------------------------------------------------------------------------------------------------------------------
   Total assets                                                                           380,944    357,970    346,297    296,930
- -----------------------------------------------------------------------------------------------------------------------------------
   Long-term obligations                                                                   45,209     45,284     41,879     37,305
- -----------------------------------------------------------------------------------------------------------------------------------
   Shareholders' equity                                                                   212,424    196,405    177,720    152,714
- -----------------------------------------------------------------------------------------------------------------------------------
   Return on average invested capital-- % (b)                                                  20         19         20         21
- -----------------------------------------------------------------------------------------------------------------------------------
   Return on average shareholders' equity-- % (c)                                              24         23         24         25
- -----------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA (a) (f)
   Basic earnings per share:
     Income before cumulative effect of accounting changes and non-recurring charges         1.25       1.09       1.05        .90
     Net income                                                                              1.25        .96       1.05        .90
   Diluted earnings per share:
     Income before cumulative effect of accounting changes and non-recurring charges         1.22       1.06       1.02        .88
     Net income                                                                              1.22        .94       1.02        .88
     Cash earnings per share (i)                                                             1.28       1.00       1.06        .93
- -----------------------------------------------------------------------------------------------------------------------------------
   Dividends per common share                                                                 .28        .24        .22        .20
- -----------------------------------------------------------------------------------------------------------------------------------
   Book value per common share                                                               5.77       5.24       4.74       4.07
- -----------------------------------------------------------------------------------------------------------------------------------
   Average common shares                                                                   37,246     37,502     37,656     37,460
- -----------------------------------------------------------------------------------------------------------------------------------
   Average common shares and common share equivalents                                      38,134     38,368     38,942     38,186
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a)  See accompanying Notes to Consolidated Financial Statements.

(b)  Income before cumulative effect of accounting changes and non-recurring
     charges plus interest on long-term obligations net of income taxes, as a
     percentage of total assets less current liabilities.

(c)  Income before cumulative effect of accounting changes and non-recurring
     charges, as a percentage of shareholders' equity.

(d)  Cost of sales includes non-recurring charges related to inventory
     valuations of $6.9 million. Operating profit also includes non-recurring
     charges recorded below selling and administrative expenses and consists of
     $14.3 million for the portion of the purchase price paid for JM
     Laboratories, Inc. attributable to in-process research and development;
     $9.8 million for an early retirement program, involuntary severances and
     fixed-asset write-downs; and $2.0 million for costs associated with the
     consolidation of European operations.

(e)  2000 operating profit includes a non-recurring charge of $9.0 million which
     consists of severance payments. 1999 operating profit includes a
     non-recurring charge of $3.0 million which consists of severance payments
     and supplemental pension obligations.

(f)  Amounts adjusted for 2-for-1 stock split effective September 12, 2000.

(g)  In 1998, the Company adopted Statement of Financial Accounting Standards
     No. 128, "Earnings Per Share." Prior years have been restated.

(h)  In 1993, the Company adopted Statements of Financial Accounting Standards
     No. 106, "Employers' Accounting for Postretirement Benefits Other Than
     Pensions"; No. 109, "Accounting for Income Taxes"; and No. 112, "Employers'
     Accounting for Postemployment Benefits." Prior years have not been
     restated.

(i)  Diluted cash earnings per share consists of net earnings adjusted for
     goodwill amortization related to business acquisitions.

(j)  2001 includes a non-recurring charge of $14.0 million which consists of
     severance and other charges of $13.3 million and inventory write-offs of
     $.7 million which is included in cost of sales.

34135

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.I
<SEQUENCE>13
<FILENAME>l92318aex13-i.txt
<DESCRIPTION>EXHIBIT 13-I
<TEXT>
<PAGE>
                                                                  Exhibit 13-i

NORDSON CORPORATION

SHAREHOLDER INFORMATION

DIVIDEND INFORMATION AND PRICE RANGE
PER COMMON SHARES

Following is a summary of dividends paid per common share, the range of market
prices, and average price-earnings ratios with respect to common shares, during
each quarter of 2001 and 2000. The price-earnings ratios reflect average market
prices relative to trailing four-quarter earnings before severance and
restructuring costs.

                                       COMMON STOCK PRICE        PRICE-
FISCAL                  DIVIDEND       ------------------      EARNINGS
QUARTERS                  PAID         HIGH           LOW        RATIO
- -------------------------------------------------------------------------

2001:
  First                  $.14         $31.81         $24.25        14.9
  Second                  .14          32.25          22.00        15.9
  Third                   .14          29.00          24.06        18.8
  Fourth                  .14          28.77          20.67        24.2

2000:
  First                  $.13         $26.00         $20.63        15.9
  Second                  .13          23.88          18.07        13.4
  Third                   .13          29.94          20.13        15.3
  Fourth                  .13          32.99          23.00        15.1

MARKET MAKERS AND RESEARCH FIRMS

The following firms make a market (M) in Nordson Corporation stock and/or
provide research data (R) on Nordson Corporation:

    Robert W. Baird & Co. Inc. (M) (R)
    Credit Suisse First Boston Corp. (M) (R)
    Herzog, Heine, Geduld, Inc. (M)
    Jefferies & Co. Inc. (M)
    Knight Securities L.P. (M)
    McDonald Investments, Inc. (M) (R)
    Merrill Lynch Global Securities (M) (R)
    Schwab Capital Markets L.P. (M)
    Sherwood Securities Corp. (M)
    Spear, Leeds & Kellogg (M)
    Sun Trust Capital Markets, Inc. (M)
    Value Line, Inc. (R)

STOCK LISTING INFORMATION

Nordson stock is traded on The Nasdaq Stock Market's National Market under the
symbol NDSN.

TRANSFER AGENT AND REGISTRAR

    National City Bank
    Corporate Trust Operations
    P.O. Box 92301
    Cleveland, Ohio 44193-0900
    (800)622-6757

ANNUAL SHAREHOLDERS' MEETING

    Date:    March 7, 2002
    Time:    1:30 p.m.
    Place:   Alpharetta Marriott
             5750 Windward Parkway
             Alpharetta, Georgia

DIVIDEND REINVESTMENT PROGRAM

Nordson offers a Dividend Reinvestment Program that gives shareholders the
opportunity to automatically reinvest dividends in the company's common stock.
The program also allows cash contributions in increments of $10 up to $4,000 per
quarter to purchase additional Nordson common shares. For details about this
program, please contact National City Bank at the location listed above.

DIRECT DEPOSIT OF DIVIDENDS

Nordson also offers shareholders the option of electronically depositing
quarterly dividends into a checking or savings account free of charge. For
information about this service, please contact National City Bank.

NORDSON ON THE INTERNET

The Nordson Web site - www.nordson.com - offers up-to-date information about the
company, including news, quarterly and annual financial results, stock quotes,
and in-depth information on the company's products and systems. Each quarter,
Nordson also broadcasts its traditional telephone conference calls via the
Internet. In addition, visitors to the site can register to receive push e-mail
alerts for online notification of the latest financial information.

ADDITIONAL INFORMATION

Copies of Nordson Corporation's Annual Report to the Securities
and Exchange Commission (Form 10-K), quarterly reports and
proxy statement are available without charge to shareholders. Send
written requests to Barbara Price, Manager, Shareholder Relations,
Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.
Telephone: (440)414-5344; facsimile: (440)892-9507.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>14
<FILENAME>l92318aex21.txt
<DESCRIPTION>EXHIBIT 21
<TEXT>
<PAGE>

                                                                      Exhibit 21

                               NORDSON CORPORATION
                         SUBSIDIARIES OF THE REGISTRANT


                The following table sets forth the subsidiaries of the
Registrant (each of which is included in the Registrant's consolidated financial
statements), and the jurisdiction under the laws of which each subsidiary was
organized.

         Jurisdiction of
          Incorporation                             Name
          -------------                             ----

         INTERNATIONAL:
         -------------
         Australia                          Nordson Australia Pty. Limited
         Austria                            Nordson GmbH
         Belgium                            Nordson Benelux S.A./N.V.
         Brazil                             Nordson do Brasil Industria
                                              E.Comercio Ltda.
         Canada                             Nordson Canada Limited
         China                              Nordson (China) Co. Ltd.
         Colombia                           Nordson Andina Limitada
         Czech Republic                     Nordson CS, spol.s.r.o.
         Finland                            Nordson Finland Oy
         France                             Nordson France S.A.
         Germany                            Nordson Deutschland GmbH (1)
         Germany                            Nordson Engineering GmbH
         Hong Kong                          Nordson Application Equipment, Inc.
         India                              Nordson India Private Limited
         Italy                              Nordson Italia SpA
         Japan                              Nordson K.K.
         Japan                              Nordson Asymtek K.K. (2)
         Malaysia                           Nordson (Malaysia) Sdn. Bhd.
         Mexico                             Nordson de Mexico, S.A. de C.V.
         The Netherlands                    Nordson Benelux B.V.
         The Netherlands                    Nordson European Distribution B.V.
         The Netherlands                    Nordson B.V.
         Norway                             Nordson Norge A/S
         Poland                             Nordson Polska Sp.z.o.o.
         Portugal                           Nordson Portugal Equipamento
                                              Industrial, Lda.
         Russia                             Nordson Deutschland GmbH -
                                              Representative Office
         Singapore                          Nordson S.E. Asia (Pte.) Ltd.
         South Korea                        Nordson Sang San Ltd.
         Spain                              Nordson Iberica, S.A.
         Sweden                             Nordson AB
         Sweden                             Nordson Finishing AB (3)
         Switzerland                        Nordson (Schweiz) A.G. (4)
         Taiwan                             Nordson Pacific, Inc. -
                                              Representative Office

<PAGE>

INTERNATIONAL LOCATIONS (cont.)

          Jurisdiction of                   Name
          ---------------                   ----
          Incorporation
          -------------

         Thailand                           Nordson (Thailand) Limited
         United Kingdom                     Nordson (U.K.) Limited
         United Kingdom                     Spectral Technology Group Limited
         United Kingdom                     Nordson U.V. Limited. (5)
         US Virgin Islands                  Nordson FSC, Inc.
         Venezuela                          Nordson International de Venezuela,
                                              C.A.



         DOMESTIC
         --------
         California                         Asymptotic Technologies, Inc. (6)
         California                         Slautterback Corporation
         California                         March Plasma Systems, Inc.
         Connecticut                        Electrostatic Technology, Inc.
         Florida                            Advanced Plasma Systems, Inc.
         Georgia                            J and M Laboratories (8)
         New Jersey                         Horizon Lamps, Inc.
         New Jersey                         Veritec Technologies, Inc.
         Ohio                               Nordson Pacific, Inc.
         Ohio                               Nordson U.S. Trading Company
         Ohio                               Nordson U.V. Inc.
         Rhode Island                       EFD, Inc.


(1)      Owned by Nordson Engineering GmbH and Nordson Corporation
(2)      Formerly known as Nordson Advanced Systems K.K.
(3)      Owned by Nordson AB
(4)      Owned by Nordson Benelux S.A./N.V.
(5)      Owned by Spectral Technology Group Limited.
(6)      Doing business as Asymtek
(7)      Formerly known as March Instruments, Inc.
(8)      Now doing business as Nordson Dawsonville




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>15
<FILENAME>l92318aex23.txt
<DESCRIPTION>EXHIBIT 23
<TEXT>
<PAGE>

                                                                      Exhibit 23








                         CONSENT OF INDEPENDENT AUDITORS


                  We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Nordson Corporation of our report dated December 5, 2001,
included in the Annual Report to Shareholders of Nordson Corporation for the
year ended October 28, 2001.

                  We also consent to the incorporation by reference in the
Registration Statements (Forms S-8) listed below and the related prospectuses of
Nordson Corporation of our report dated December 5, 2001, with respect to the
consolidated financial statements of Nordson Corporation incorporated by
reference in this Annual Report (Form 10-K) for the year ended October 28, 2001:

     -    Nordson Corporation 1982 Amended and Restated Stock Appreciation
          Rights Plan (now entitled 1988 Amended and Restated Stock Appreciation
          Rights Plan) (No. 2-66776)
     -    Nordson Employees' Savings Trust Plan (No. 33-18309)
     -    Nordson Corporation 1989 Stock Option Plan (No. 33-32201)
     -    Nordson Hourly-Rated Employees' Savings Trust Plan (No. 33-33481)
     -    Nordson Corporation 1993 Long-Term Performance Plan (No. 33-67780)
     -    Nordson Corporation - Slautterback Corporation 401(k) Profit Sharing
          Plan (No. 33-73522)




                                           /s/ Ernst & Young LLP
                                           ----------------------------------
                                           Ernst & Young LLP




Cleveland, Ohio
January 24, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>16
<FILENAME>l92318aex99-a.txt
<DESCRIPTION>EXHIBIT 99-A
<TEXT>
<PAGE>
                                                                    Exhibit 99-a


For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
Registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into Registrant's Registration Statements on Form S-8 Nos. 33-32201
(1989 Stock Option Plan); 2-82915 and 33-18279 (1982 Incentive Stock Option
Plan); 33-20452 (1988 Employees Stock Purchase Plan); 33-20451 (1988
International Employees Stock Purchase Plan); 33-18309 (Employees Savings Trust
Plan); and 33-33481 (Hourly-Rated Employees Savings Trust Plan):

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 (the _Act_) may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the Registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>17
<FILENAME>l92318aex99-b.txt
<DESCRIPTION>EXHIBIT 99-B
<TEXT>
<PAGE>

                                                                    Exhibit 99-b





For the purpose of complying with the amendments to the rules governing Form S-8
under the Securities Act of 1933, the undersigned Registrant hereby undertakes
as follows, which undertaking shall be incorporated by reference into
Registrant's Registration Statement on Form S-8 No. 2-66776 (1979 Stock Option
Plan and 1982 Amended and Restated Stock Appreciation Rights Plan (now entitled
1988 Amended and Restated Stock Appreciation Rights Plan)):

         (a) That, for purposes of determining any liability under the
Securities Act of 1933 (the _Act_), each post-effective amendment to this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and that the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (b) To remove from registration by means of a post-effective amendment
of any of the securities being registered which remain unsold at the termination
of the offering.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the _Act_) may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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