Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the ~~issuer's~~issuer’s classes of common stock, as of the latest practicable date: Common Shares, without par value, as of ~~April 30,~~July 31, 2012: ~~64,312,607~~64,103,778


													Three Months Ended						Nine Months Ended
	Three Months Ended						Six Months Ended						July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
(In thousands, except for per share data)	April 30, 2012			April 30, 2011			April 30, 2012			April 30,2011
Sales	$	315,193		$	318,924		$	591,029		$	589,886		$	379,872		$	312,255		$	970,901		$	902,141
Operating costs and expenses:
Cost of sales		123,497			121,172			229,987			225,963			156,658			124,205			386,645			350,168
Cost of sales—restructuring		2,040			—			2,040			—			—			—			2,040			—
Selling and administrative expenses		111,063			105,324			223,111			205,971			124,555			109,330			347,666			315,301
Severance and restructuring		1,736			—			2,547			—			121			64			2,668			64

		238,336			226,496			457,685			431,934			281,334			233,599			739,019			665,533

Operating profit		76,857			92,428			133,344			157,952			98,538			78,656			231,882			236,608
Other income (expense):
Interest expense		(2,161	)		(1,338	)		(4,129	)		(2,733	)		(2,796	)		(827	)		(6,925	)		(3,560	)
Interest and investment income		147			115			266			240			109			190			375			430
Other—net		137			1,791			1,129			2,727			(716	)		169			413			2,896

		(1,877	)		568			(2,734	)		234			(3,403	)		(468	)		(6,137	)		(234	)

Income before income taxes		74,980			92,996			130,610			158,186			95,135			78,188			225,745			236,374

Income taxes		22,869			27,754			40,161			47,047			28,441			21,638			68,602			68,685

Net income	$	52,111		$	65,242		$	90,449		$	111,139		$	66,694		$	56,550		$	157,143		$	167,689

Average common shares		64,426			68,110			64,749			68,043			64,029			67,945			64,507			67,998

Incremental common shares attributable to outstanding stock options, nonvested stock,and deferred stock-based compensation		753			892			658			878
Incremental common shares attributable to outstanding stock options, nonvested stock, and deferred stock-based compensation														696			836			670			864

Average common shares and common share equivalents		65,179			69,002			65,407			68,921			64,725			68,781			65,177			68,862

Basic earnings per share	$	0.81		$	0.96		$	1.40		$	1.63		$	1.04		$	0.83		$	2.44		$	2.47

Diluted earnings per share	$	0.80		$	0.95		$	1.38		$	1.61		$	1.03		$	0.82		$	2.41		$	2.44

Dividends declared per share	$	0.125		$	0.105		$	0.25		$	0.21		$	0.125		$	0.105		$	0.375		$	0.315


							July 31, 2012			October 31, 2011
(In thousands)	April 30, 2012			October 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	57,537		$	37,408		$	53,639		$	37,408
Receivables		249,184			254,310			301,369			254,310
Inventories		154,934			141,912			179,139			141,912
Deferred income taxes		35,852			35,693			37,311			35,693
Prepaid expenses		9,025			7,634			10,792			7,634

Total current assets		506,532			476,957			582,250			476,957

Property, plant and equipment—net		141,610			130,883			174,109			130,883
Goodwill		546,780			547,826			784,991			547,826
Intangible assets—net		115,056			120,699			224,139			120,699
Other assets		27,239			28,085			26,713			28,085

	$	1,337,217		$	1,304,450		$	1,792,202		$	1,304,450

Liabilities and shareholders' equity
Liabilities and shareholders’ equity
Current liabilities:
Notes payable	$	4		$	33		$	50,003		$	33
Accounts payable		46,487			46,381			57,610			46,381
Income taxes payable		21,321			15,283			26,193			15,283
Accrued liabilities		79,572			101,294			110,588			101,294
Customer advanced payments		16,660			9,375			29,989			9,375
Current maturities of long-term debt		55,664			5,664			55,664			5,664
Current obligations under capital leases		4,518			4,131			4,414			4,131

Total current liabilities		224,226			182,161			334,461			182,161

Long-term debt		286,480			313,459			587,977			313,459
Deferred income taxes		21,671			17,415			27,046			17,415
Pension obligations		123,224			123,058			119,070			123,058
Postretirement obligations		73,822			71,943			73,927			71,943
Other liabilities		29,951			25,091			34,787			25,091

Shareholders’ equity:
Common shares		12,253			12,253			12,253			12,253
Capital in excess of stated value		277,347			272,928			280,178			272,928
Retained earnings		1,064,480			990,221			1,123,175			990,221
Accumulated other comprehensive loss		(82,189	)		(80,012	)		(94,487	)		(80,012	)
Common shares in treasury, at cost		(694,048	)		(624,067	)		(706,185	)		(624,067	)

Total shareholders’ equity		577,843			571,323			614,934			571,323

	$	1,337,217		$	1,304,450		$	1,792,202		$	1,304,450


Six Months Ended	April 30, 2012			April 30, 2011
Nine Months Ended							July 31, 2012			July 31, 2011
(In thousands)
Cash flows from operating activities:
Net income	$	90,449		$	111,139		$	157,143		$	167,689
Depreciation and amortization		15,959			14,246			25,519			20,805
Non-cash stock compensation		4,959			4,701			7,675			6,770
Deferred income (benefit)/expense		1,231			(217	)
Deferred income tax expense								3,512			1,024
Other non-cash expense		850			1,435			1,231			1,763
Loss on sale of property, plant and equipment		122			83			365			227
Tax benefit from the exercise of stock options		(979	)		(6,919	)		(1,248	)		(7,150	)
Changes in operating assets and liabilities		(13,622	)		(12,406	)		(16,622	)		(10,836	)

Net cash provided by operating activities		98,969			112,062			177,575			180,292
Cash flows from investing activities:
Additions to property, plant and equipment		(14,370	)		(10,714	)		(21,550	)		(14,306	)
Proceeds from sale of property, plant and equipment		444			131			1,229			130
Proceeds from sale of product lines		2,213			—			2,213			—
Purchase of businesses, net of cash acquired		—			(21,296	)		(405,202	)		(34,627	)
Proceeds from sale of marketable securities		—			7,552			—			7,552

Net cash used in investing activities		(11,713	)		(24,327	)		(423,310	)		(41,251	)
Cash flows from financing activities:
Proceeds from short-term borrowings		—			65			250,000			—
Repayment of short-term borrowings		(29	)		(1,544	)		(200,031	)		(1,827	)
Proceeds from long-term debt		37,975			49,506			372,975			49,500
Repayment of long-term debt		(14,954	)		(93,524	)		(48,456	)		(107,810	)
Repayment of capital lease obligations		(2,423	)		(2,335	)		(3,634	)		(3,522	)
Issuance of common shares		2,852			9,282			3,191			9,620
Purchase of treasury shares		(74,352	)		(19,134	)		(86,982	)		(46,342	)
Tax benefit from the exercise of stock options		979			6,919			1,248			7,150
Dividends paid		(16,191	)		(14,291	)		(24,189	)		(21,442	)

Net cash used in financing activities		(66,143	)		(65,056	)
Net cash provided by (used in) financing activities								264,122			(114,673	)
Effect of exchange rate changes on cash		(984	)		1,777			(2,156	)		2,360

Increase in cash and cash equivalents		20,129			24,456			16,231			26,728
Cash and cash equivalents:
Beginning of year		37,408			42,329			37,408			42,329

End of quarter	$	57,537		$	66,785		$	53,639		$	69,057

In this quarterly report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

Basis of presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended ~~April 30,~~July 31, 2012 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes included in our annual report on Form 10-K for the year ended October 31, 2011.

Basis of consolidation. The consolidated financial statements include the accounts of Nordson Corporation and its majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

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. Actual amounts could differ from these estimates.

Revenue recognition. Most of our revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer.

A relative selling price hierarchy exists for determining the selling price of deliverables in multiple deliverable arrangements. Vendor specific objective evidence (VSOE) is used, if available. Third-party evidence (TPE) is used if VSOE is not available, and best estimated selling price (BESP) is used if neither VSOE nor TPE is available. Our multiple deliverable arrangements include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and, therefore, are typically regarded as inconsequential or perfunctory. Revenue for undelivered items is deferred and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2012 and 2011 were not material.

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 stock options computed using the treasury stock method, as well as nonvested (restricted) stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. For the three months ended ~~April 30,~~July 31, 2012, and the three and ~~six~~nine months ended ~~April 30,~~July 31, 2011, no options for common shares were excluded from the calculation of diluted earnings per share. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012, the number of options excluded from the calculation of diluted earnings per share was ~~150.~~100.

In May 2011, the FASB clarified the guidance concerning fair value measurements and disclosures. The guidance requires the disclosure of quantitative information about unobservable inputs used, a description of the valuation processes used, and a qualitative discussion around the sensitivity of the measurements. We adopted this guidance on February 1, 2012, and there was no material impact on our consolidated financial statements.

In June 2011, the FASB issued an Accounting Standards Update ~~(ASU)~~(“ASU”) that amends current comprehensive income guidance. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. This guidance will be effective for us beginning in 2013 and is not expected to impact our consolidated financial statements, as it only results in a change in the format of presentation.

In September 2011, the FASB issued guidance amending the way companies test for goodwill impairment. Companies will have the option to first assess qualitative factors to determine the existence of events or circumstances that lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, companies determine that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step impairment test is unnecessary. This guidance is effective for us beginning in 2013, with early adoption permitted. We do not expect that the adoption will have a significant impact on our consolidated financial statements.


	April 30, 2012			October 31, 2011			July 31, 2012			October 31, 2011
Finished goods	$	103,509		$	98,879		$	106,375		$	98,879
Work-in-process		22,317			13,971			30,050			13,971
Raw materials and finished parts		53,094			51,891			68,523			51,891

		178,920			164,741			204,948			164,741
Obsolescence and other reserves		(17,341	)		(16,050	)		(19,161	)		(16,050	)
LIFO reserve		(6,645	)		(6,779	)		(6,648	)		(6,779	)

	$	154,934		$	141,912		$	179,139		$	141,912


	Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems		Total			Adhesive Dispensing Systems			Advanced Technology Systems			Industrial Coating Systems		Total
Balance at October 31, 2011	$	41,962		$	505,864		$	—	$	547,826		$	41,962		$	505,864		$	—	$	547,826
Acquisitions/Adjustments													239,921			(96	)		—		239,825
Currency effect		(625	)		(421	)		—		(1,046	)		(1,604	)		(1,056	)		—		(2,660	)

Balance at April 30, 2012	$	41,337		$	505,443		$	—	$	546,780
Balance at July 31, 2012												$	280,279		$	504,712		$	—	$	784,991

On June 14, 2012, we acquired EDI Holdings, Inc. resulting in goodwill of $126,601, and on June 21, 2012, we acquired Xaloy Superior Holdings, Inc. resulting in goodwill of $113,320.

Accumulated impairment losses were $232,789 at ~~April 30,~~July 31, 2012 and October 31, 2011. Of these losses, $229,173 related to the Advanced Technology Systems segment and $3,616 related to the Industrial Coating Systems segment.

Information regarding our intangible assets subject to amortization is as follows:


	April 30, 2012						July 31, 2012
	Carrying Amount		Accumulated Amortization		Net Book Value		Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	77,881	$	14,272	$	63,609	$	120,263	$	15,354	$	104,909
Patent/technology costs		43,281		13,375		29,906		67,561		14,139		53,422
Trade name		22,248		2,206		20,042		63,556		2,644		60,912
Non-compete agreements		4,959		4,002		957		8,679		4,283		4,396
Other		1,430		888		542		1,434		934		500

Total	$	149,799	$	34,743	$	115,056	$	261,493	$	37,354	$	224,139


	October 31, 2011						October 31, 2011
	Carrying Amount		Accumulated Amortization		Net Book Value		Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	78,324	$	11,843	$	66,481	$	78,324	$	11,843	$	66,481
Patent/technology costs		43,235		11,571		31,664		43,235		11,571		31,664
Trade name		22,143		1,530		20,613		22,143		1,530		20,613
Non-compete agreements		5,042		3,727		1,315		5,042		3,727		1,315
Other		1,437		811		626		1,437		811		626

Total	$	150,181	$	29,482	$	120,699	$	150,181	$	29,482	$	120,699

Amortization expense for the three months ended ~~April 30,~~July 31, 2012 and ~~April 30,~~July 31, 2011 was ~~$2,677~~$3,506 and ~~$1,749,~~$1,652, respectively. Amortization expense for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and ~~April 30,~~July 31, 2011 was ~~$5,344~~$8,850 and ~~$4,047,~~$5,699, respectively.

~~Comprehensive income for the six months ended April 30, 2012 and April 30, 2011 is as follows:~~


	Six Months Ended					Three Months Ended						Nine Months Ended
	April 30, 2012			April 30, 2011		July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Net income	$	90,449		$	111,139	$	66,694		$	56,550		$	157,143		$	167,689
Foreign currency translation adjustments		(7,062	)		14,845		(14,451	)		(2,053	)		(21,513	)		12,792
Amortization of prior service cost and net actuarial losses		4,885			2,971		2,153			1,527			7,038			4,498

Comprehensive income	$	88,272		$	128,955	$	54,396		$	56,024		$	142,668		$	184,979

Accumulated other comprehensive loss at ~~April 30,~~July 31, 2012 consisted of pension and postretirement benefit plan adjustments of ~~$112,167~~$110,014 offset by ~~$29,978~~$15,527 of net foreign currency translation adjustment credits. Accumulated other comprehensive loss at ~~April 30,~~July 31, 2011 consisted of pension and postretirement benefit plan adjustments of ~~$99,813~~$98,286 offset by ~~$51,323~~$49,270 of net foreign currency translation adjustment credits.

Changes in accumulated other comprehensive loss for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and 2011 are as follows:

Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25% per year and expire 10 years from the date of grant. Vesting accelerates upon the occurrence of events that involve or may result in a change of control. Option exercises are satisfied through the issuance of treasury shares on a first-in first-out basis.

We recognized compensation expense related to stock options of ~~$916~~$966 and ~~$712~~$733 in the three months ended ~~April 30,~~July 31, 2012 and 2011, respectively. Amounts for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and ~~April 30,~~ 2011 were ~~$1,871~~$2,837 and ~~$1,431,~~$2,163, respectively.

The following table summarizes activity related to stock options for the ~~six~~nine months ended ~~April 30,~~July 31, 2012:


	Number of Options			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted Average Remaining Term		Number of Options			Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted Average Remaining Term
Outstanding at October 31, 2011		1,851		$	24.22						1,851		$	24.22
Granted		299		$	43.73						299		$	43.73
Exercised		(146	)	$	19.55						(167	)	$	19.14
Forfeited or expired		(18	)	$	28.43						(18	)	$	28.43

Outstanding at April 30, 2012		1,986		$	27.46	$	52,509		6.4 years
Outstanding at July 31, 2012											1,965		$	27.58	$	46,541		6.2 years

Vested or expected to vest at April 30, 2012		1,916		$	27.12	$	51,313		6.3 years
Vested or expected to vest at July 31, 2012											1,910		$	27.31	$	45,745		6.1 years

Exercisable at April 30, 2012		1,112		$	21.67	$	35,841		4.9 years
Exercisable at July 31, 2012											1,091		$	21.78	$	32,180		4.7 years

At ~~April 30,~~July 31, 2012, there was ~~$9,754~~$8,962 of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be amortized over a weighted average period of approximately ~~2.0~~1.9 years.

The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:


Six months ended	April 30, 2012	April 30, 2011
Nine months ended			July 31, 2012	July 31, 2011
Expected volatility	45.4%-46.9%	43.1%-45.1%	45.4%-46.9%	43.1%-45.1%
Expected dividend yield	1.20%	1.28%	1.20%	1.28%
Risk-free interest rate	1.03%-1.23%	1.89%-2.25%	1.03%-1.23%	1.89%-2.25%
Expected life of the option (in years)	5.4-6.1	5.4-6.3	5.4-6.1	5.4-6.3

The weighted-average expected volatility used to value the 2012 and 2011 options were 46.2% and 44.3%, respectively.

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and 2011 was $17.03 and $16.80, respectively.

The total intrinsic value of options exercised during the three months ended ~~April 30,~~July 31, 2012 and ~~April 30,~~ 2011 was ~~$3,977~~$786 and ~~$9,107,~~$831, respectively. The total intrinsic value of options exercised during the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and ~~April 30,~~ 2011 was ~~$4,677~~$5,463 and ~~$22,157,~~$22,988, respectively.

Cash received from the exercise of stock options was ~~$2,852~~$3,191 and ~~$9,282~~$9,620 for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and 2011, respectively. The tax benefit realized from tax deductions from exercises was ~~$979~~$1,248 and ~~$6,919~~$7,150 for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and 2011, respectively.

We may grant nonvested common shares to our employees and directors. These shares may not be transferred for a designated period of time (generally one to three years) defined at the date of grant. For employee recipients, shares are forfeited on a pro-rata basis in the event employment is terminated as a consequence of the employee recipient’s early retirement, disability or death prior to the lapse of any restrictions. Restrictions lapse in the event of a recipient’s retirement at or after normal retirement age. Termination for any other reason prior to the lapse of any restrictions results in forfeiture of the shares. For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata forfeiture of shares.

As shares are issued, deferred share-based compensation equivalent to the fair 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 shares are recognized when realized and credited to capital in excess of stated value.

The following table summarizes activity related to nonvested shares during the ~~six~~nine months ended ~~April 30,~~July 31, 2012:


	Number of Shares			Weighted-Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Nonvested shares at October 31, 2011		81		$	34.95		81		$	34.95
Granted		47		$	43.94		47		$	43.94
Vested		(20	)	$	35.55		(28	)	$	33.50
Forfeited		(3	)	$	43.56		(3	)	$	43.56

Nonvested shares at April 30, 2012		105		$	38.65
Nonvested shares at July 31, 2012							97		$	39.51

As of ~~April 30,~~July 31, 2012, there was ~~$2,705~~$2,295 of unrecognized compensation cost related to nonvested common shares. The cost is expected to be amortized over a weighted average period of ~~1.9~~1.7 years.

The amount charged to expense related to nonvested stock was ~~$477~~$424 and ~~$336~~$309 in the three months ended ~~April 30,~~July 31, 2012 and 2011, respectively. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and 2011, the amounts were ~~$887~~$1,311 and ~~$616,~~$924, respectively.

Non-employee directors may defer all or part of their compensation until retirement. Compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities. Additional share equivalent units are earned when common share dividends are declared.

The following table summarizes activity related to director deferred compensation share equivalent units during the ~~six~~nine months ended ~~April 30,~~July 31, 2012:


	Number of Shares			Weighted-Average Grant Date Fair Value		Number of Shares			Weighted-Average Grant Date Fair Value
Outstanding at October 31, 2011		243		$	17.51		243		$	17.51
Deferrals		1		$	50.31		2		$	50.67
Restricted stock units vested		11		$	28.47		11		$	28.47
Dividend equivalents		1		$	47.67		2		$	48.88
Distributions		(29	)	$	15.82		(44	)	$	15.87

Outstanding at April 30, 2012		227		$	18.59
Outstanding at July 31, 2012							214		$	18.97

The amount charged to expense related to this plan was ~~$70~~$68 and ~~$59~~$52 for the three months ended ~~April 30,~~July 31, 2012 and 2011, respectively. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and 2011, the amounts were ~~$126~~$193 and ~~$156,~~$209, respectively.

Under the long-term incentive compensation plan, executive officers and selected other key employees receive common share awards based solely on corporate performance measures over three-year performance periods. Awards vary based on the degree to which corporate performance exceeds predetermined threshold, target and maximum performance levels at the end of a performance period. No payout will occur unless certain threshold performance objectives are exceeded.

The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the market price of common shares at the grant date, adjusted for dividends not to be paid. This value was $42.12 per share for both the executive officers and the selected other key employees for 2012 and $42.02 per share for both the executive officers and the selected other key employees for 2011. The per share values for 2010 were $26.10 and $29.52 for the executive officers group and $26.10 for the selected other key employees. The amount charged to expense for the three months ended ~~April 30,~~July 31, 2012 and 2011 was ~~$890~~$1,175 and ~~$874,~~$899, respectively. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and 2011, the amounts were ~~$1,890~~$3,065 and ~~$2,319,~~$3,218, respectively. The cumulative amount recorded in shareholders’ equity at ~~April 30,~~July 31, 2012 was ~~$6,363.~~

Following is a reconciliation of the product warranty liability for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 and 2011:


	April 30, 2012			April 30, 2011			July 31, 2012			July 31, 2011
Beginning balance	$	6,723		$	5,242		$	6,723		$	5,242
Accruals for warranties		2,513			2,881			4,397			4,937
Warranty assumed from acquisitions								1,605			—
Warranty payments		(3,000	)		(2,648	)		(4,630	)		(4,121	)
Currency effect		(114	)		172			(254	)		139

Ending balance	$	6,122		$	5,647		$	7,841		$	6,197

The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Consolidated Statement of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment. In addition, the measure of segment operating profit that is reported to and reviewed by the chief operating decision maker excluded 2011 expense related to the withdrawal from a multiemployer employee pension fund in Japan. The accounting policies of the segments are generally the same as those described in Note 1, Significant Accounting Policies, of our annual report on Form 10-K for the year ended October 31, 2011.

The following table presents sales and operating profits of our reportable segments:


	Adhesive Dispensing Systems			Advanced Technology Systems		Industrial Coating Systems			Corporate			Total		Adhesive Dispensing Systems			Advanced Technology Systems		Industrial Coating Systems			Corporate			Total
Three months ended April 30, 2012
Three months ended July 31, 2012
Net external sales	$	154,698		$	114,998	$	45,497		$	—		$	315,193	$	175,175		$	153,073	$	51,624		$	—		$	379,872
Operating profit (loss)		51,518	(a)		28,683		5,362	(b)		(8,706	)		76,857		52,266	(a)		49,867		7,082	(b)		(10,677	)		98,538

Three months ended April 30, 2011
Three months ended July 31, 2011
Net external sales	$	159,432		$	112,603	$	46,889		$	—		$	318,924	$	153,071		$	111,609	$	47,575		$	—		$	312,255
Operating profit (loss)		59,649	(c)		33,563		7,662			(8,446	)		92,428		51,385			30,976		8,325			(12,030	)(c)		78,656

Six months ended April 30, 2012
Nine months ended July 31, 2012
Net external sales	$	293,870		$	215,105	$	82,054		$	—		$	591,029	$	469,045		$	368,178	$	133,678		$	—		$	970,901
Operating profit (loss)		98,745	(a)		44,683		6,500	(b)		(16,584	)		133,344		151,011	(a)		94,550		13,582	(b)		(27,261	)		231,882

Six months ended April 30, 2011
Nine months ended July 31, 2011
Net external sales	$	296,408		$	209,235	$	84,243		$	—		$	589,886	$	449,479		$	320,844	$	131,818		$	—		$	902,141
Operating profit (loss)		105,845	(c)		56,839		10,711			(15,443	)		157,952		157,230	(d)		87,815		19,036			(27,473	)(c)		236,608

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


Six months ended	April 30, 2012			April 30, 2011
							Three Months Ended						Nine Months Ended
							July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Total profit for reportable segments	$	133,344		$	157,952		$	98,538		$	78,656		$	231,882		$	236,608
Interest expense		(4,129	)		(2,733	)		(2,796	)		(827	)		(6,925	)		(3,560	)
Interest and investment income		266			240			109			190			375			430
Other-net		1,129			2,727			(716	)		169			413			2,896

Income before income taxes	$	130,610		$	158,186		$	95,135		$	78,188		$	225,745		$	236,374


	U.S.						International						U.S.						International
Three months ended	April 30, 2012			April 30, 2011			April 30, 2012			April 30, 2011			July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Service cost	$	1,742		$	1,376		$	375		$	535		$	2,095		$	1,509		$	372		$	545
Interest cost		2,924			2,924			762			752			3,148			3,017			738			760
Expected return on plan assets		(3,683	)		(3,855	)		(391	)		(372	)		(3,683	)		(3,882	)		(381	)		(373	)
Amortization of prior service cost		166			165			(24	)		1
Amortization of prior service (credit) cost														(76	)		171			(25	)		2
Amortization of net actuarial loss		2,624			1,868			142			216			3,504			1,915			139			219

Total benefit cost	$	3,773		$	2,478		$	864		$	1,132		$	4,988		$	2,730		$	843		$	1,153


	U.S.						International						U.S.						International
Six months ended	April 30, 2012			April 30, 2011			April 30, 2012			April 30, 2011
Nine months ended													July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Service cost	$	3,483		$	3,044		$	755		$	1,055		$	5,578		$	4,553		$	1,127		$	1,600
Interest cost		5,865			5,932			1,517			1,477			9,013			8,949			2,255			2,237
Expected return on plan assets		(7,399	)		(7,713	)		(776	)		(731	)		(11,082	)		(11,595	)		(1,157	)		(1,104	)
Amortization of prior service cost		333			329			(48	)		2
Amortization of prior service (credit) cost														257			500			(73	)		4
Amortization of net actuarial loss		5,252			3,669			283			424			8,756			5,584			422			643
Settlement loss		682			—			—			—			682			—			—			—

Total benefit cost	$	8,216		$	5,261		$	1,731		$	2,227		$	13,204		$	7,991		$	2,574		$	3,380

During the ~~six~~nine months ended ~~April 30,~~July 31, 2012, net periodic pension cost included a settlement loss of $682 as a result of the termination of a U.S. pension plan.


	U.S.						International						U.S.						International
Three months ended	April 30, 2012			April 30, 2011			April 30, 2012			April 30, 2011			July 31, 2012			July 31, 2011			July 31, 2012			July 31, 2011
Service cost	$	364		$	315		$	7		$	8		$	159		$	281		$	7		$	7
Interest cost		822			752			10			10			425			733			11			11
Amortization of prior service cost		(146	)		(286	)		—			—
Amortization of prior service credit														(146	)		(287	)		—			—
Amortization of net actuarial loss		670			428			(3	)		(2	)		2			401			(4	)		(2	)

Total benefit cost	$	1,710		$	1,209		$	14		$	16		$	440		$	1,128		$	14		$	16

In order to optimize Adhesive Dispensing Systems segment operations in Germany, a restructuring initiative was launched that will result in severance costs of approximately $200. Of that amount, $42 was recorded in the three months ended April 30, 2012, $124 was recorded in the three months ended January 31, 2012, and $32 was recorded in 2011. Payments of $165 were made in the six months ended April 30, 2012.

~~In order to optimize Industrial Coating Systems operations in Ohio, a restructuring initiatve was undertaken in 2012 that will result in approximately $640~~

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

The following table presents the classification of our financial assets and liabilities measured at fair value on a recurring basis at ~~April 30,~~July 31, 2012:


	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Rabbi trust (a)	$	13,745	$	—	$	13,745	$	—	$	13,378	$	—	$	13,378	$	—
Forward exchange contracts (b)		1,006		—		1,006		—		769		—		769		—

Total assets at fair value	$	14,751	$	—	$	14,751	$	—	$	14,147	$	—	$	14,147	$	—

Liabilities:
Deferred compensation plans (c)	$	5,721	$	5,721	$	—	$	—	$	5,804	$	5,804	$	—	$	—
Forward exchange contracts (b)		618		—		618		—		3,845		—		3,845		—

Total liabilities at fair value	$	6,339	$	5,721	$	618	$	—	$	9,649	$	5,804	$	3,845	$	—

Gains and losses on foreign exchange contracts are recorded in “Other – net” on the Consolidated Statement of Income together with the transaction gain or loss from the hedged balance sheet position. For the three months ended ~~April 30,~~July 31, 2012, we recognized ~~gains~~losses of ~~$988~~$3,464 on foreign exchange contracts and ~~losses~~gains of ~~$1,291~~$2,796 from the change in fair value of balance sheet positions. For the three months ended ~~April 30,~~July 31, 2011, we recognized ~~gains~~losses of ~~$6,239~~$3,532 on foreign exchange contracts and ~~losses~~gains of ~~$5,086~~$3,640 from the change in fair value of balance sheet positions. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012, we recognized ~~gains~~losses of ~~$12~~$3,452 on foreign exchange contracts and ~~losses~~gains of ~~$139~~$2,657 from the change in fair value of balance sheet positions. For the ~~six~~nine months ended ~~April 30,~~July 31, 2011, we recognized losses of ~~$4,551~~$8,083 on foreign exchange contracts and gains of ~~$6,340~~$9,980 from the change in fair value of balance sheet positions. We do not use financial instruments for trading or speculative purposes.

We had the following outstanding foreign currency forward contracts at ~~April 30,~~July 31, 2012:


	Sell				Buy				Sell				Buy
	Notional Amounts		Fair Market Value		Notional Amounts		Fair Market Value		Notional Amounts		Fair Market Value		Notional Amounts		Fair Market Value
Euro	$	3,379	$	3,398	$	84,784	$	84,453	$	2,862	$	2,830	$	88,257	$	84,737
British pound		—		—		25,509		26,038		—		—		27,832		27,757
Japanese yen		4,677		4,761		10,715		10,882		6,829		6,861		13,278		13,342
Others		4,459		4,464		32,447		32,578		4,851		4,911		32,855		33,370

Total	$	12,515	$	12,623	$	153,455	$	153,951	$	14,542	$	14,602	$	162,222	$	159,206

The carrying amounts and fair values of financial instruments at ~~April 30,~~July 31, 2012, other than receivables and accounts payable, are shown in the table below. The carrying values of receivables and accounts payable approximate fair value due to the short-term nature of these instruments.


	Carrying Amount		Fair Value		Carrying Amount			Fair Value
Cash and cash equivalents	$	57,537	$	57,537	$	53,639		$	53,639
Notes payable		4		4		50,003			50,003
Long-term debt, including current maturities		342,144		344,766		643,641			645,392
Foreign exchange contracts (net)		388		388		(3,076	)		(3,076	)

We used the following methods and assumptions in estimating the fair value of financial instruments:

During the three months ending July 31, 2012, we recorded a favorable adjustment related to our 2011 tax provision that reduced income taxes by $400; additionally, we recorded a tax benefit of $175 related to an adjustment of deferred taxes resulting from a tax rate reduction in the United Kingdom. During the three months ending January 31, 2012, we recorded tax expense of $325 related to an adjustment of deferred taxes resulting from a tax rate reduction in Japan.

The effective tax rates for the three and ~~six-month~~nine-month periods ended ~~April 30,~~July 31, 2011 were ~~29.8%~~27.7% and ~~29.7%~~29.1%, respectively. During the three months ending July 31, 2011, we recorded a favorable adjustment to unrecognized tax benefits of $2,027, primarily related to settlements with tax authorities. Additionally, during the three months ending July 31, 2011, we recorded a tax benefit of $368 related to an adjustment of deferred taxes resulting from a tax rate reduction in the United Kingdom.

In December 2010, Congress passed and the President signed the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which provided retroactive reinstatement of a research credit. As a result, we recorded an additional tax benefit related to 2010 of ~~$200~~$1,580 in the ~~three~~nine months ended ~~April 30, 2011, and $1,242 in the three months ended January~~July 31, 2011. Additionally, in the ~~three~~nine month period ~~ended April 30,~~end July 31, 2011 we recorded a $549 tax benefit related to prior years for deductions associated with the Company’s Employee Stock Ownership Plan.

On June 21, 2012, we acquired 100% of the outstanding shares of Xaloy Superior Holdings, Inc. (“Xaloy”), a manufacturer of melt delivery components for injection and extrusion machinery in the global plastic processing industry headquartered in New Castle, Pennsylvania. Xaloy is being reported in our Adhesive Dispensing Systems segment.

Financing for these acquisitions consisted of $250,000 from a 364-day bridge loan facility with PNC and the balance from our existing revolving loan facility. Subsequently, we repaid $200,000 of the bridge loan with proceeds from private placement notes having maturities between July 2017 and July 2025.

These acquisitions were not individually material, but in the aggregate they must be disclosed pursuant to the business combinations guidance. On an aggregate basis, net sales and net income included in our consolidated statement of income attributable to these acquisitions since their respective acquisition dates were approximately $22,088 and $848, respectively. The table below shows a preliminary allocation of the combined purchase price. A final determination of the purchase price allocation will be made based upon the completion of independent appraisals of the fair value of related long-lived tangible and intangible assets and the determination of the fair value of certain other acquired assets and liabilities.

The intangible assets consist of customer lists of $43,800, which are being amortized over 8.5 years; technology assets of $24,900, which are being amortized over 15 years; tradenames of $41,500, which are being amortized over 15 years; and non-compete agreements of $3,846, which are being amortized over one to two years. None of the goodwill associated with these acquisitions is tax deductible; however, there is $11,000 of tax basis goodwill related to previous acquisitions that is tax deductible.

The following unaudited pro forma financial information for 2012 and 2011 assumes the acquisitions above occurred as of the beginning of 2011, after giving effect to certain adjustments, including amortization of intangible assets, interest expense on acquisition debt and income tax effects. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the acquisitions been affected on the date indicated, nor are they necessarily indicative of our future results of operations.

Proforma results for 2011 were adjusted to include $1,824 of acquisition-related expenses, $3,222 of nonrecurring expense related to the fair value adjustment to acquisition-date inventory and $9,169 of amortization expenses related to EDI and Xaloy intangible assets. Proforma results for 2012 were adjusted to exclude $1,824 of acquisition-related expenses and $1,660 of nonrecurring expense related to the fair value adjustment to acquisition-date inventory. Proforma results for 2012 include $8,085 of amortization expense related to EDI and Xaloy intangible assets.

We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable water delivery system serving the impacted area down gradient of the Site. At ~~April 30,~~July 31, 2012 and October 31, 2011 our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $795. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

On May 18, 2012, we entered into a definitive agreement to purchase 100% of the outstanding shares of EDI Holdings, Inc., a Chippewa Falls, Wisconsin provider of slot coating and flat polymer extrusion dies for plastic processors and web converters. The purchase price is $200,000, subject to adjustment as provided in the purchase agreement. On June 2, 2012, we entered into a definitive agreement to purchase 100% of the outstanding shares of Xaloy Superior Holdings, Inc., a New Castle, Pennsylvania manufacturer of melt delivery components for injection and extrusion machinery in the global plastic processing industry. The purchase price is $200,000, subject to adjustment as provided in the purchase agreement. These acquisitions will be financed with availability under our existing revolving credit facility and the new credit facility described above. Both transactions are expected to close during our third quarter pending customary closing conditions and regulatory reviews.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is ~~Management's~~Management’s discussion and analysis of certain significant factors affecting our financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements.

Worldwide sales for the three months ended ~~April 30,~~July 31, 2012 were ~~$315,193, a decrease of $3,731,~~$379,872, an increase $67,617, or ~~1.2%~~21.7%, from sales of ~~$318,924~~$312,255 for the comparable period of 2011. Sales volume increased ~~0.3%~~26.1%, and unfavorable effects of currency translations decreased sales by ~~1.5%~~4.4%. The sales volume increase consisted of ~~3.0%~~organic growth of 15.9% and 10.2% from ~~acquisitions offset by a 2.7% decrease~~acquisitions. Sales volume increased in ~~organic volume. Sales decreases~~all three business segments and all five geographic regions in our Adhesive Dispensing Systems and Industrial Coating Systems segments were partially offset by increases in our Advanced Technology Systems segment. Sales decreases in Europe, Japan, the Americas and Asia Pacific were partially offset by increases in the United States.which we operate.

Sales of the Adhesive Dispensing Systems segment for the three months ended ~~April 30,~~July 31, 2012 were ~~$154,698, a decrease~~$175,175, an increase of ~~$4,734,~~$22,104, or ~~3.0%~~14.4%, from the comparable period of 2011. Sales volume ~~decreased 0.9%~~increased 20.9%, and unfavorable currency translation effects decreased sales by ~~2.1%~~6.5%. The sales volume ~~decrease~~increase consisted of ~~a decline~~16.5% from acquisitions and in 4.4% organic volume ~~of 2.6%, partially offset by 1.7% added growth from an acquisition.~~growth. Sales volume ~~decreases~~increased in ~~Europe and the United States were partially offset by increases in the Americas, Asia Pacific and Japan regions. The decrease in organic sales volume was~~all regions, primarily due to ~~softness in some durable goods end markets~~acquisitions and ~~to the timing of customers’ buying patterns associated with some of our larger dollar nonwoven systems, partially offset by increases~~growth in consumer non-durable end markets.

Advanced Technology Systems segment sales for the three months ended ~~April 30,~~July 31, 2012 were ~~$114,998~~$153,073 compared to ~~$112,603~~$111,609 in the comparable period of 2011, an increase of ~~$2,395,~~$41,464, or ~~2.1%~~37.2%. ~~Volume~~Sales volume increased ~~2.8%~~39.3%, and currency translation effects decreased sales by ~~0.7%~~2.1%. The sales volume increase consisted of ~~6.1%~~organic growth of 33.6% and 5.7% from an ~~acquisition partially offset by a decline in organic volume of 3.3%.~~acquisition. Within the segment, volume increases were strongest in Asia Pacific, the United States and Japan. Volume increases were ~~partially offset~~driven by ~~decreases in our other four regions. Advanced Technology Systems segment sales were impacted by softness in some non-dispense product lines, primarily~~strong broad-based demand for dispensing, and test and inspection ~~and surface treatment product lines, where demand was impacted by softness~~equipment in ~~printed circuit board~~electronics end ~~markets.~~markets, especially for mobile device applications.

Effective November 1, 2011, the Industrial Coating Systems segment includes our fuel cell product line that had previously been reported in the Advanced Technology Systems segment. This reclassification more closely reflects the change in management of this product line and its related growth opportunities. Prior year results have been reclassified to reflect the segment change.

Sales of the Industrial Coating Systems segment for the three months ended ~~April 30,~~July 31, 2012 were ~~$45,497, a decrease~~$51,624, an increase of ~~$1,392,~~$4,049, or ~~3.0%~~8.5%, from sales of ~~$46,889~~$47,575 for the three months ended ~~April 30,~~July 31, 2011. Volume ~~decreased 1.8%~~increased 11.8%, and currency translation effects decreased sales by ~~1.2%~~3.3%. The sales volume increase was driven by durable goods manufacturers’ demand for our coating and cold material system solutions primarily in the United States and Japan.

On a geographic basis, sales in the United States increased 29.6% for the three months ended July 31, 2012 from the three months ended July 31, 2011. The increase consisted of 18.9% from acquisitions and 10.7% organic volume. Sales in the Americas region were up 5.8%, with volume increasing 13.6% and unfavorable currency effect reducing sales by 7.8%. The change in sales volume consisted of 8.7% from acquisitions and 4.9% organic volume. The European sales decrease of 2.4% consisted of an 8.8% volume increase offset by unfavorable currency effects of 11.2%. The increase in sales volume consisted of 0.4% from organic volume and 8.4% from acquisitions. Sales in Japan for the three months ended July 31, 2012 increased 14.8% from the comparable period of the prior year. The increase consisted of a 14.1% in sales volume and favorable currency effects of 0.7%. The change in sales volume consisted of 6.3% from acquisitions and organic volume of 7.8%. Asia Pacific sales increased 49.5%. Sales volume ~~increases in Europe were~~increased 50.8%, partially offset by ~~decreases~~unfavorable currency effects of 1.3%. The change in ~~our other four regions. Sales~~sales volume ~~within this segment was negatively impacted by softness in some durable goods end markets~~consisted of 5.6% from acquisitions and ~~the timing of customer order patterns for some large engineered systems.~~45.2% organic volume.

On a geographic basis, sales in the United States increased 8.0% for the three months ended April 30, 2012 from the three months ended April 30, 2011. The change in sales volume consisted of 6.5% from acquisitions and 1.5% organic volume. Sales in the Americas region were down 0.9%, with volume increasing 2.4% and unfavorable currency effect reducing sales by 3.3%. The change in sales volume consisted of 2.1% from acquisitions and 0.3% organic volume. The European sales decrease of 6.8% consisted of a 1.9% volume decline and unfavorable currency effects of 4.9%. The decrease in sales volume consisted of 5.3% from organic volume partially offset by 3.4% from acquisitions. Sales in Japan for the three months ended April 30, 2012 decreased 0.5% from the comparable period of the prior year. The decrease consisted of a 1.8% decline in sales volume partially offset by favorable currency effects of 1.3%. The change in sales volume consisted of 0.2% from acquisitions offset by a decline in organic volume of 2.0%. Asia Pacific sales decreased 3.6%. Sales volume declined 4.1%, partially offset by favorable currency effects which added 0.5%. The change in sales volume consisted of 0.4% from acquisitions and negative 4.5% organic volume.

Worldwide sales for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 were ~~$591,029,~~$970,901, an increase of ~~$1,143,~~$68,760, or ~~0.2%~~7.6%, from sales of ~~$589,886~~$902,141 for the comparable period of 2011. ~~Of the increase, 1.0% related to~~Sales volume ~~which was~~increased 9.7%, offset by unfavorable currency effects of ~~0.8%~~2.1%. The sales volume increase consisted of ~~3.2%~~5.6% from acquisitions ~~offset by~~and a ~~2.2% decrease~~4.1% increase in organic volume. Sales ~~increases~~volume increased in ~~our Advanced Technology segment were partially offset by decreases~~all three business segments and all five geographic regions in our Adhesive Dispensing Systems and Industrial Coating Systems segments. By geography, year-to-date sales increases in the United States, the Americas and Japan were partially offset by decreases in Europe and Asia Pacific.which we operate.

Sales of the Adhesive Dispensing Systems segment for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 were ~~$293,870, a decrease~~$469,045, an increase of ~~$2,538,~~$19,566, or ~~0.9%~~4.4% from the comparable period of 2011. Sales volume increased ~~0.2%~~7.4%, and unfavorable currency translation effects decreased sales by ~~1.1%~~3.0%. The sales volume increase was the result of ~~1.8%~~6.9% from ~~an acquisition partially offset by a 1.6% decline in~~acquisitions and 0.5% from organic volume. ~~Volume increases in Japan, the Americas and Asia Pacific were offset by decreases in the United States and Europe.~~ Sales volume ~~was negatively impacted by the timing of customers’ buying patterns associated with some of our larger dollar systems.~~increased in all geographic regions.

Advanced Technology Systems segment sales for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 were ~~$215,105~~$368,178 compared to ~~$209,235~~$320,844 in the comparable period of 2011, an increase of ~~$5,870,~~$47,334, or ~~2.8%~~14.8%. ~~Volume~~Sales volume increased ~~3.2%~~15.8%, and currency translation effects decreased sales by ~~0.4%~~1.0%. The sales volume increase consisted of ~~6.5%~~6.2% from an acquisition ~~partially offset by a decline in~~and organic volume of ~~3.3%~~9.6%. Within the segment, volume increased in all geographic regions, except for Europe due to general economic conditions in that region. Volume increases were driven by strong broad-based demand for dispensing, test and inspection in the United States and the Americas were partially offset by decreases in Europe, Japan and Asia Pacific. Advanced Technology Systems segment sales were impacted by softness in some non-dispense product lines.electronics end markets, especially for mobile device applications.

Sales of the Industrial Coating Systems segment for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 were ~~$82,054, a decrease~~$133,678, an increase of ~~$2,189,~~$1,860, or ~~2.6%~~1.4%, from the ~~six~~nine months ended ~~April 30,~~July 31, 2011. ~~Volume decreased 1.9%, and currency translation effects decreased sales by 0.7%.~~ Sales volume ~~decreases in Europe, Japan and Asia Pacific~~increases of 3.0% were partially offset by ~~increases~~currency translation effects that decreased sales by 1.6%. The sales volume increase was driven by durable goods manufacturers’ demand for our coating and cold material system solutions primarily in the United ~~States and the Americas. The sales decrease was driven by lower system orders in consumer durable markets.~~States.

On a geographic basis, sales in the United States increased ~~7.5%~~15.1% for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 from the ~~six~~nine months ended ~~April 30,~~July 31, 2011. The ~~change in sales volume~~increase consisted of ~~6.7%~~10.8% from acquisitions and ~~0.8%~~4.3% organic volume. Sales in the Americas region were up ~~0.2%~~2.3%, with volume increasing ~~3.6%~~7.3% offset by unfavorable currency effects of ~~3.4%~~5.0%. The change in sales volume consisted of ~~2.3%~~4.8% from acquisitions and ~~1.3%~~2.5% organic volume. The European sales decrease of ~~5.5%~~4.4% consisted of ~~2.1%~~a volume ~~and 3.4%~~increase of 1.6% offset by a decrease of 6.0% from unfavorable currency effects. The ~~decrease~~increase in sales volume consisted of ~~5.7%~~5.4% from ~~organic volume~~acquisitions partially offset by ~~3.6% from acquisitions.~~a decline in organic volume of 3.8%. Sales in Japan for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 increased ~~8.7%~~10.7% from the comparable period of the prior year. The increase consisted of volume of ~~4.8%~~7.8% and favorable currency effects of ~~3.9%~~2.9%. The increase in sales volume consisted of 2.4% from acquisitions and 5.4% organic volume. Asia Pacific sales increased 15.6%, with volume increasing 15.7% partially offset by unfavorable currency effects of 0.1%. The change in sales volume consisted of ~~0.2%~~2.2% from acquisitions and ~~4.6%~~13.5% organic volume. Asia Pacific sales decreased 3.2%, with volume decreasing 3.8% partially offset by favorable currency effects of 0.6%. The change in sales volume consisted of 0.4% from acquisitions and negative 4.2% organic volume.

Cost of sales ~~including those costs classified as restructuring,~~ for the three months ended ~~April 30,~~July 31, 2012 were ~~$125,537,~~$156,658, up from ~~$121,172~~$124,205 in 2011. Cost of sales, including those costs classified as restructuring, for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 were ~~$232,027,~~$388,685, up from ~~$225,963~~$350,168 in 2011. The gross margin percentage was ~~60.2%~~58.8% for the three months ended ~~April 30,~~July 31, 2012, as compared to ~~62.0%~~60.2% for the comparable period of 2011 and was ~~60.7%~~60.0% for the ~~six~~nine months ended ~~April 30,~~July 31, 2012, as compared to ~~61.7%~~61.2% for the comparable period of 2011. ~~Cost~~The 2012 gross margin percentages were negatively impacted by higher charges for short-term inventory purchase accounting valuation adjustments related to acquisitions. “Cost of goods sold – ~~restructuring~~restructuring” of $2,040 in the nine months ended July 31, 2012 were costs associated with the transfer of production and start-up activities related to our United States Adhesive Dispensing Systems plant consolidation initiative that resulted in decreases in the gross margin percentage of ~~0.6% and 0.3%~~0.2% for the ~~three and six~~nine months ended ~~April 30, 2012, respectively.~~July 31, 2012. Other decreases in gross margin percentages in 2012 were ~~primarily~~ due to ~~systems/parts~~product line mix ~~for certain product lines in the Adhesive Dispensing Systems~~changes and ~~Industrial Coating Systems segments. The year-to-date gross margin percentage in 2012 was negatively impacted by increased charges for short-term inventory purchase accounting valuation adjustments.~~currency effects.

Selling and administrative expenses, excluding severance and restructuring costs, for the three months ended ~~April 30,~~July 31, 2012 were ~~$111,063,~~$124,555, compared to ~~$105,324~~$109,330 for the comparable period of 2011. This represented an increase of ~~$5,739~~$15,225 or ~~5.4%~~13.9%. Selling and administrative expenses for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 were ~~$223,111,~~$347,666, compared to ~~$205,971~~$315,301 for the comparable period of 2011. This represented an increase of ~~$17,140,~~$32,365, or ~~8.3%~~10.3%. The increases were largely due to the addition of acquired businesses, acquisition transaction costs and higher compensation expenses ~~and the first year effect of 2011 acquisitions.~~related to increased employment levels, partially offset by currency effects that reduced expenses. Selling and administrative expenses for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2011 included $3,136 related to a fee paid to withdraw from a multiemployer employee pension fund in Japan, and for the nine months ended July 31, 2011 included impairment charges of $1,322 related to the write-down of two of our facilities in Georgia related to a decision to consolidate operations and reduce the number of facilities there.

Selling and administrative expenses, excluding severance and restructuring costs, for the three months ended ~~April 30,~~July 31, 2012 as a percent of sales ~~increased~~decreased to ~~35.2%~~32.8% from ~~33.0%~~35.0% for the comparable period of 2011. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012, these expenses as a percent of sales increased to ~~37.7%~~35.8% from ~~34.9%~~35.0% for the comparable period of 2011. The ~~increases were primarily~~improvement in the ~~result~~expense-to-sales ratios in the three month period versus the nine month period can be traced to a much higher rate of growth in sales in the last three month period relative to the first six month period. Relative to the same periods of 2011, sales for the last three months ended July 31, 2012, increased 21.7% with a 13.9% increase in selling and administrative ~~expenses increasing at a higher rate~~expenses; and, sales for the first six months of 2012 increased less than ~~sales.~~1% with an 8.3% increase in selling and administrative expenses.

In connection with the Adhesive Dispensing System initiative described above, a 2011 Adhesive Dispensing System initiative in Germany, and a 2012 Industrial Coating Systems initiative, severance and restructuring costs of ~~$1,736~~$121 and ~~$2,547~~$2,668 were recorded in the three and ~~six~~nine months, respectively, ended ~~April 30, 2012. Approximately $120~~July 31, 2012, compared to costs of ~~expenses related to these initiatives is expected to be incurred during~~$64 for the ~~third quarter of 2012.~~three and nine months ended July 31, 2011.

Operating profit as a percentage of sales was ~~24.4%~~25.9% for the three months ended ~~April 30,~~July 31, 2012, ~~down~~up from ~~29.0%~~25.2% for the comparable period of 2011. The increase was primarily due to sales increasing at a higher rate than selling and administrative expenses. Operating profit as a percentage of sales was ~~22.6%~~23.9% for the ~~six~~nine months ended ~~April 30,~~July 31, 2012, down from ~~26.8%~~26.2% for the comparable period of 2011. The ~~decreases were~~decrease was primarily due to selling and administrative expenses increasing at a higher rate than sales in the first half of 2012 and to severance and restructuring costs in the current year.

Operating profit as a percent of sales for the Adhesive Dispensing Systems segment decreased to ~~33.3%~~29.8% for the three months ended ~~April 30,~~July 31, 2012 from ~~37.4%~~33.6% in 2011 and to ~~33.6%~~32.2% for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 from ~~35.7%~~35.0% for the comparable period of 2011. Operating profit for the three and ~~six~~nine months ended ~~April 30,~~July 31, 2012 included ~~$3,215 and $4,026~~charges related to short-term inventory purchase accounting adjustments. Operating profit for the nine months ended July 31, 2012 included $4,018 of severance and restructuring costs. Operating profit for the ~~three and six~~nine months ended ~~April 30,~~July 31, 2011 included impairment losses of $1,322 on two facilities that were written down to fair value.

For the Advanced Technology Systems segment, operating profit as a percent of sales for the three months ended ~~April 30,~~July 31, 2012 was ~~24.9% compared to 29.8%~~32.6%, up from 27.8% for the three months ended ~~April 30,~~July 31, 2011. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012 operating profit as a percent of sales was ~~20.8%~~25.7%, down from ~~27.2%~~27.4% last year. ~~The decreases were due to selling and administrative expenses increasing at a higher rate than sales.~~ Operating margin for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 was negatively impacted by higher charges related to short-term purchase accounting valuation adjustments and expenses associated with the termination of a pension plan.

Operating profit for the Industrial Coating Systems segment was ~~11.8%~~13.7% of sales for the three months ended ~~April 30,~~July 31, 2012, compared to ~~16.3%~~17.5% for the three months ended ~~April 30,~~July 31, 2011. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012 operating profit was ~~7.9%~~10.2% of sales, compared ~~12.7%~~14.4% in the same period of 2011. The decreases were due to selling and administrative expenses increasing at a higher rate than sales.

Interest expense for the three months ended ~~April 30,~~July 31, 2012 was ~~$2,161,~~$2,796, up ~~61.5%~~$1,969 from ~~$1,338~~$827 for the three months ended ~~April 30,~~July 31, 2011. Interest expense for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 was ~~$4,129,~~$6,925, up ~~51.1%~~$3,365 from ~~$2,733~~$3,560 for the ~~six~~nine months ended ~~April 30,~~July 31, 2011. The increases were due to higher borrowing levels resulting primarily from ~~an acquisition~~acquisitions in the third quarter of 2012 and the fourth quarter of ~~2011.~~2011 and share repurchases.

Other ~~income~~expense was ~~$137~~$716 for the three months ended ~~April 30,~~July 31, 2012, ~~and $1,791~~compared to other income of $169 in the comparable period of the prior year. Included in those amounts were foreign exchange losses of ~~$302~~$668 in 2012 and foreign exchange gains of ~~$1,153~~$108 in 2011. Other income for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 was ~~$1,129,~~$413, compared to ~~$2,727~~$2,896 for the ~~six~~nine months ended ~~April 30,~~July 31, 2011. Included in those amounts were foreign exchange losses of ~~$127~~$795 in 2012 and foreign exchange gains of ~~$1,789~~$1,897 in 2011.

The effective tax rates for the three and ~~six-month~~nine-month periods ending ~~April 30,~~July 31, 2012 were ~~30.5%~~29.9% and ~~30.7%~~30.4%, compared to ~~29.8%~~27.7% and ~~29.7%~~29.1% for the comparable periods ending ~~April 30,~~July 31, 2011.

The tax rate for the three months ended July 31, 2012, was impacted by a favorable adjustment related to our 2011 tax provision that reduced income taxes by $400, and a favorable adjustment to deferred taxes related to a tax rate reduction in the United Kingdom that reduced income taxes by $175. During the three months ending January 31, 2012, we recorded tax expense of $325 related to an adjustment of deferred taxes resulting from a tax rate reduction in Japan.

The tax rate for the three months ended July 31, 2011, was impacted by a favorable adjustment to unrecognized tax benefits primarily related to settlements with tax authorities that reduced income taxes by $2,027. Additionally, during the three months ending July 31, 2011, we recorded a tax benefit of $368 related to an adjustment of deferred taxes resulting from a tax rate reduction in the United Kingdom.

In December 2010, Congress passed and the President signed the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which provided retroactive reinstatement of a research credit. As a result, we recorded an additional tax benefit related to 2010 of ~~$200~~$1,580 in the ~~three~~nine months ended ~~April 30, 2011, and $1,242 in the three months ended January~~July 31, 2011. Additionally, in the ~~three~~nine month period ~~end April 30,~~ending July 31, 2011 we recorded a $549 tax benefit related to prior years for deductions associated with the Company’s Employee Stock Ownership Plan.

Net income for the three months ended ~~April 30,~~July 31, 2012 was ~~$52,111,~~$66,694, or ~~$0.80~~$1.03 per share on a diluted basis, compared to ~~$65,242,~~$56,550, or ~~$0.95~~$0.82 per share on a diluted basis in the same period of 2011. This represents a ~~20.1% decrease~~17.9% increase in net income and a ~~15.8% decrease~~25.6% increase in earnings per share. For the ~~six~~nine months ended ~~April 30,~~July 31, 2012, net income was ~~$90,449,~~$157,143, or ~~$1.38~~$2.41 per share on a diluted basis, compared to ~~$111,139,~~$167,689, or ~~$1.61~~$2.44 per share for the ~~six~~nine months ended ~~April 30,~~July 31, 2011. This represents ~~an 18.6%~~a 6.3% decrease in net income and a ~~14.3%~~1.2% decrease in earnings per share. The percentage ~~decrease~~change in earnings per share is ~~less~~different than the percentage ~~decrease~~change in net income due to a lower number of shares outstanding in the current ~~year.~~year as a result of treasury share purchases.

In the aggregate, average exchange rates for 2012 used to translate international sales and operating results into U.S. dollars compared unfavorably with average exchange rates existing during 2011. It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which we operate. However, if transactions for the three months ended ~~April 30,~~July 31, 2012 were translated at exchange rates in effect during the same period of 2011, sales would have been approximately ~~$4,800~~$13,800 higher while third-party costs and expenses would have been approximately ~~$2,900~~$8,300 higher. If transactions for the ~~six~~nine months ended ~~April 30,~~July 31, 2012 were translated at exchange rates in effect during the same period of 2011, sales would have been approximately ~~$4,800~~$18,700 higher and third party costs would have been approximately ~~$2,700~~$11,000 higher.

During the ~~six~~nine months ended ~~April 30,~~July 31, 2012, cash and cash equivalents increased ~~$20,129.~~$16,231. Cash provided by operations during this period was ~~$98,969,~~$177,575, compared to ~~$112,062~~$180,292 for the ~~six~~nine months ended ~~April 30,~~July 31, 2011. Cash of ~~$113,570~~$195,445 was generated from net income adjusted for non-cash income and expenses as compared to ~~$131,387~~$198,278 last year. The decrease was primarily due to lower net income. Changes in operating assets and liabilities used ~~$14,601~~$17,870 of cash in the current year, compared to ~~$19,325~~$17,986 in 2011.

Cash used in investing activities was ~~$11,713~~$423,310 for the ~~six~~nine months ended ~~April 30,~~July 31, 2012, compared to ~~$24,327~~$41,251 in the comparable period of the prior year. Current year capital expenditures were ~~$14,370,~~$21,550, up from ~~$10,714~~$14,306 from 2011. Significant expenditures in the current year include the previously announced expansion of our Duluth, Georgia facility and production equipment for our new facility in Swainsboro, Georgia. Cash of $2,213 was received in the six months ended April 30, 2012 related to the sale of UV Curing graphic arts and lamps product lines that occurred in June 2010. In the ~~six~~nine months ended ~~April 30,~~July 31, 2012, cash of $405,202 was used for the acquisition of EDI and Xaloy. In the nine months ended July 31, 2011, cash of ~~$21,296~~$34,627 was used for the acquisition of Micromedics, Inc., and Verbruggen. In 2011, cash proceeds of $7,552 were received from the maturity of bank certificates of deposit that had been classified as short-term marketable securities.

Cash provided by finance activities was $264,122 during the nine months ended July 31, 2012, compared to cash used in financing activities ~~was $66,143~~of $114,673 for the ~~six~~nine months ended ~~April 30, 2012, compared to $65,056 for the six months ended April 30,~~July 31, 2011. In the current year, cash proceeds of ~~$22,992~~$374,488 were generated from net short-term and long-term ~~borrowings.~~borrowings related to acquisitions. Cash of ~~$2,852~~$3,191 was also provided by the issuance of common stock related to stock option exercises. These amounts were offset by ~~$74,352~~$86,982 used for the repurchase of common shares and ~~$16,191~~$24,189 for dividend payments.

The following is a summary of significant changes in balance sheet captions from the end of 2011 to ~~April 30,~~July 31, 2012. Receivables ~~decreased $5,126~~increased $47,059 due to ~~lower~~the EDI and Xaloy acquisitions and to higher sales in the ~~second~~third quarter of 2012 compared to the fourth quarter of 2011. Inventories increased ~~$13,022~~$37,227 due to the acquisitions and a higher level of business activity expected in the ~~third~~fourth quarter of 2012. Prepaid expenses increased primarily as a result of acquisitions. Property, plant and equipment – net increased ~~$10,727~~$43,226 primarily due to acquisitions, our previously announced expansion of our Duluth, Georgia facility and production equipment and a capital lease asset related to a new leased facility in Swainsboro, Georgia. The increases in goodwill and intangible assets were due to acquisitions.

The increase in notes payable is due to short-term borrowings, accounts payable and accrued liabilities were primarily due to acquisitions. The increase of ~~$6,038~~$10,910 in income taxes payable was primarily due to the timing of required tax payments. The ~~$21,722 decrease in accrued liabilities is primarily due to payments of annual incentive compensation in the first quarter and a donation to the Nordson Corporation Foundation. The~~ increase of ~~$7,285~~$20,614 in customer advanced payments can be traced to acquisitions and a higher level of engineered system orders that require partial payment in advance. Current maturities of long-term debt increased and long-term debt decreased as a result of the reclassification from long-term to current of our $50,000 Prudential Senior note due in February 2013. The long-term debt ~~decrease~~increase of ~~$26,979~~$274,518 reflects borrowings under a senior note purchase agreement in July 2012 and additional borrowings under our revolving credit agreement, partially offset by the reclassification mentioned ~~above, partially offset by increased borrowing to support our share repurchase program.~~above. The increase of ~~$4,256~~$9,631 in long-term deferred income taxes was primarily due to amortization of goodwill for tax purposes, ~~and Micromedics~~ purchase accounting ~~adjustments.~~adjustments and acquisitions. The ~~$4,860~~$9,696 increase in other long-term liabilities iswas largely due to acquisitions and a capital lease obligation related to our new Swainsboro, Georgia facility.

In September 2011, the board of directors approved a program that allowed for the repurchase of up to $100,000 of common shares. This program was completed in April 2012, and the board of directors approved an additional repurchase program of up to $100,000. Uses for repurchased shares include the funding of benefit programs including stock options, nonvested stock and 401(k) matching. During 2012, we repurchased ~~1,589~~1,831 shares within these programs for a total amount of ~~$73,529,~~$86,022, using working capital and proceeds from borrowings under our credit facilities.

On July 26, 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of Senior Notes. The notes mature between July 2017 and July 2025 and bear interest at fixed rates between 2.27% and 3.13%. We were in compliance with all covenants at July 31, 2012.

On June 4, 2012, we entered into a $250,000 Credit Agreement with PNC Bank. The agreement provides for a delayed draw term loan facility that matures 364 days after the date of the agreement. We borrowed $250,000 under this agreement for the EDI and Xaloy acquisitions and repaid $200,000 using proceeds of the Senior Notes described above, leaving a balance of $50,000 outstanding at July 31, 2012. After the repayment the amount available to be borrowed under the agreement was reduced to $50,000. We were in compliance with all covenants at July 31, 2012.

On December 9, 2011 we entered into a $500,000 unsecured multicurrency credit facility with a group of banks. This facility has a five-year term and includes a $40,000 subfacility for swing-line loans. It may be increased from $500,000 to $750,000 under certain conditions. This facility contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. It replaced our existing revolving loan agreement that was scheduled to expire in 2012. Balances outstanding under the prior facility were transferred to the new facility. At ~~April 30,~~July 31, 2012, ~~$215,275~~$316,800 was outstanding under this facility, compared to $192,200 outstanding at October 31, 2011 under the prior facility. We were in compliance with all debt covenants at ~~April 30,~~July 31, 2012, and the amount we could borrow under the facility would not have been limited by any debt covenants.

In 2008, we entered into a $50,000 Senior Note Purchase Agreement with Prudential Investment Management, Inc. The Note bears interest at a rate of 4.98 percent, matures on February 22, 2013 and is unsecured. The Agreement contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. We were in compliance with all covenants at ~~April 30,~~July 31, 2012.

On June 30, 2011, we entered into a $150,000 three-year Private Shelf Note agreement with New York Life Investment Management LLC. Borrowings under the agreement may be up to 12 years, with an average life of up to 10 years and are unsecured. The interest rate on each borrowing can be fixed or floating and is based upon the market rate at the borrowing date. This agreement contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. At ~~April 30,~~July 31, 2012 and October 31, 2011, $75,000 was outstanding under this facility at a fixed rate of 2.21 percent per annum. We were in compliance with all covenants at ~~April 30,~~July 31, 2012, and the amount we could borrow would not have been limited by any debt covenants.

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate the accounting policies and estimates used to prepare financial statements. Estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.

Certain accounting policies that require significant management estimates and are deemed critical to the results of operations or financial position were discussed in Item 7 of the 10-K for the year ended October 31, 2011. There were no material changes in these policies during the three months ended ~~April 30,~~July 31, 2012.

Current order rates are encouraging and exceed the levels of 2011 and the first half of 2012. However, global economic uncertainty remains, primarily within Europe. In addition, the availability of credit remains an issue for some of our smaller customers.

We will continue to look for strategic acquisition opportunities. We will also continue to develop new applications and markets for our technologies and move forward with additional lean and other operational initiatives to enhance our financial performance.

For the ~~third~~fourth quarter of 2012, sales are expected to increase 8%23% to ~~12%~~27% compared to the same period a year ago, including an estimated 4% unfavorable effect associated with currency translation. Diluted earnings per share are expected in the range of $0.96 to $1.04.

This outlook is supported by encouraging order rates that exceed a year ago; however, uncertainties in the macroeconomic environment add caution to our view of growth for the near-term quarters.

We continue to look for strategic acquisition opportunities and continue to develop new applications and markets for our technologies and to move forward with additional lean and other operational initiatives to enhance our financial performance.

Safe Harbor Statements Under The Private Securities Litigation Reform Act Of 1995

This Form 10-Q, particularly “Management’s Discussion and Analysis,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the U.S. and global economies. Statements in this 10-Q that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases.

In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Factors that could cause actual results to differ materially from the expected results are discussed in Item 1A, Risk Factors in our 10-K for the year ended October 31, 2011.

Information regarding our financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed in our 10-K for the year ended October 31, 2011. The information disclosed has not changed materially in the interim period since then.

Our management with the participation of the principal executive officer (President and Chief Executive Officer) and principal financial officer (Senior Vice President, Chief Financial Officer) has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15(e)) as of ~~April 30,~~July 31, 2012. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of ~~April 30,~~July 31, 2012 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the ~~SEC's~~SEC’s rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended ~~April 30,~~July 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business, including the environmental matter discussed below. After consultation with legal counsel, we do not expect that resolutions of these matters will result in a material effect on our financial condition, quarterly or annual results of operations or cash flows.

Information regarding our risk factors was disclosed in our 10-K for the year ended October 31, 2011. The information disclosed has not changed materially in the interim period since then.

The following table summarizes common stock repurchased by the Company during the three months ended ~~April 30,~~July 31, 2012:


Ohio		34-0590250
(State of incorporation)		(I.R.S. Employer Identification No.)

28601 Clemens Road Westlake, Ohio		44145
(Address of principal executive offices)		(Zip Code)


PART I – FINANCIAL INFORMATION		3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)		3
~~Consolidated Statements of Income~~CONDENSED CONSOLIDATED STATEMENTSOF INCOME		3
~~Consolidated Balance Sheets~~CONDENSED CONSOLIDATED BALANCE SHEETS		4
~~Notes to Condensed Consolidated Financial Statements~~CONDENSED CONSOLIDATED STATEMENTOF CASH FLOWS	5
6 NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		20
*Results of Operations*		20
*Financial Condition*		24
*Critical Accounting Policies*		25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		26
ITEM 4. CONTROLS AND PROCEDURES		27	26

PART II – OTHER INFORMATION		27

ITEM 1. LEGAL PROCEEDINGS		27
ITEM 1A. RISK FACTORS		27
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		28	27
ITEM 6. EXHIBITS		28

SIGNATURES		29
CERTIFICATIONS		30


Three months ended	April 30, 2012		April 30, 2011
United States	$	85,647	$	79,300
Americas		25,927		26,158
Europe		91,430		98,049
Japan		30,004		30,159
Asia Pacific		82,185		85,258

Total net sales	$	315,193	$	318,924


Six months ended	April 30, 2012		April 30, 2011
United States	$	160,849	$	149,573
Americas		46,126		46,018
Europe		178,013		188,307
Japan		60,039		55,232
Asia Pacific		146,002		150,756

Total net sales	$	591,029	$	589,886


Fair values:
Current assets	$	62,997
Non-current assets		50,231
Goodwill		239,921
Intangible assets subject to amortization		114,046
Current liabilities		(28,475	)
Non-current liabilities		(25,491	)

		413,229
Less cash acquired		(8,027	)

Purchase price	$	405,202


Nine months ended July 31	2012		2011
Sales	$	1,083,694	$	1,034,839
Net income	$	162,411	$	169,689
Basic earnings per share	$	2.52	$	2.50
Diluted earnings per share	$	2.49	$	2.46


					Total Number of		Maximum Value
					Shares Purchased		of Shares that
	Total Number		Average		as Part of Publicly		May Yet Be Purchased
	of Shares		Price Paid		Announced Plans		Under the Plans
(In thousands, except for per share data)	Purchased		per Share		or Programs (1)		or Programs
February 1, 2012 to February 29, 2012		194	$	48.70		194		15,258
March 1, 2012 to March 31, 2012		124	$	54.42		124		8,496
April 1, 2012 to April 30, 2012		209	$	53.15		209		97,376

Total		527				527


(In thousands, except for per share data)	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs
May 1, 2012 to May 31, 2012		242	$	51.67		242	$	84,883
June 1, 2012 to June 30, 2012		—		—		—		84,883
July 1, 2012 to July 31, 2012		3	$	51.55		—		84,883

Total		245				242


Date: ~~June~~September 5, 2012	Nordson Corporation

	By:	/s/ ~~GREGORY~~Gregory A. ~~THAXTON~~Thaxton
	Gregory A. Thaxton
	Senior Vice President, Chief Financial Officer
	(Principal Financial Officer)

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