10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended October 30, 2005

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                    to                   

Commission file number 0-7977

NORDSON CORPORATION

(Exact name of Registrant as specified in its charter)

Ohio	34-0590250
(State of incorporation)	(I.R.S. Employer Identification No.)
28601 Clemens Road Westlake, Ohio	44145
(Address of principal executive offices)	(Zip Code)

(440) 892-1580

(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Shares with no par value

   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x  No o

   Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No x  

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

   Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

   Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes x  No o

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

   The aggregate market value of Common Stock, no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq) as of April 29, 2005 was approximately $993,438,000.

   There were 33,000,013 shares of Common Stock outstanding as of December 9, 2005.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the 2006 Annual Meeting — Part III

Table of Contents

NORDSON CORPORATION
PART I			2
	Item 1.	Business	2
		General Description of Business	2
		Corporate Purpose and Goals	2
		Financial Information About Operating Segments, Foreign and Domestic Operations and Export Sales	3
		Principal Products and Uses	3
		Manufacturing and Raw Materials	4
		Intellectual Property	4
		Seasonal Variation in Business	4
		Working Capital Practices	5
		Customers	5
		Backlog	5
		Government Contracts	5
		Competitive Conditions	5
		Research and Development	5
		Environmental Compliance	5
		Employees	5
		Available Information	6
	Item 1A.	Risk Factors	6
	Item 1B.	Unresolved Staff Comments	6
	Item 2.	Properties	7
	Item 3.	Legal Proceedings	8
	Item 4.	Submission of Matters to a Vote of Security Holders	9
		Executive Officers of the Company	9
PART II			10
	Item 5.	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
		Market Information and Dividends	10
	Item 6.	Selected Financial Data	11
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
		Critical Accounting Policies and Estimates	12
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
	Item 8.	Financial Statements and Supplementary Data	22
		Consolidated Statements of Income	22
		Consolidated Balance Sheets	23
		Consolidated Statements of Shareholders’ Equity	24
		Consolidated Statements of Cash Flows	25
		Notes to Consolidated Financial Statements	26
		Management’s Report on Internal Control Over Financial Reporting	50
		Report of Independent Registered Public Accounting Firm	51
		Report of Independent Registered Public Accounting Firm	52

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Table of Contents

	Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	52
	Item 9A.	Controls and Procedures	52
	Item 9B.	Other Information	53
PART III			53
	Item 10.	Directors and Executive Officers of the Company	53
	Item 11.	Executive Compensation	53
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
		Equity Compensation Table	54
	Item 13.	Certain Relationships and Related Transactions	54
	Item 14.	Principal Accounting Fees and Services	54
PART IV			54
	Item 15.	Exhibits and Financial Statement Schedules	54
		(a)(1). Financial Statements	54
		(a)(2) and (c). Financial Statement Schedules	54
		(a)(3) and (b). Exhibits	54
		Signatures	55
		Schedule II — Valuation and Qualifying Accounts and Reserves	57
		Index to Exhibits	58
		Subsidiaries of the Registrant	60
		Consent of Independent Registered Public Accounting Firm	62
		Certifications	63
Exhibit 3-A 1989 Amended Articles of Incorporation
Exhibit 10-D-2 Nordson Corp. 2005 Excess Defined Benefit Plan
Exhibit 10-I Stock Redemption Agreement, Registrant & Bauknight
Exhibit 21 Subsidiaries of the Registrant
Exhibit 23 Consent of Independent Auditors
Exhibit 31.1 302 Certification for CEO
Exhibit 31.2 302 Certification for CFO
Exhibit 32.1 906 Certification for CEO
Exhibit 32.2 906 Certification for CFO
Exhibit 99-A Form S-8 Undertakings (NOS 33-18309 & 33-33481)
Exhibit 99-B Form S-8 Undertakings (NOS 2-66776)

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PART I

NOTE REGARDING DOLLAR AMOUNTS

In this annual report, all amounts related to U.S. 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.

Item 1. Business

General Description of Business

Nordson Corporation is one of the world’s leading producers of precision dispensing equipment that applies adhesives, sealants and coatings to a broad range of consumer and industrial products during manufacturing operations, helping customers meet quality, productivity and environmental targets. Nordson also produces technology-based systems for curing and surface-treatment processes, as well as life sciences applications.

Nordson products are used around the world in the appliance, automotive, bookbinding, container, converting, electronics, food and beverage, furniture, life sciences, medical, metal finishing, nonwovens, packaging, semiconductor and other diverse industries.

The company’s strategy for long-term growth is based on a customer-driven focus that is global in scope. Reaching out from its corporate headquarters in Westlake, Ohio, Nordson markets its products through a network of direct operations in 30 countries. Consistent with this strategy, approximately two-thirds of the Company’s revenues are generated outside the United States.

Nordson has more than 3,600 employees worldwide. Principal manufacturing facilities are located in Alabama, California, Florida, Georgia, New Jersey, Ohio and Rhode Island in the United States, as well as in China, Germany, India, 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 the Company’s Common 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.

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^®, 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.

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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, education and other charitable activities, particularly in communities where the Company has major facilities.

Financial Information About Operating Segments, 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 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document.

Principal Products and Uses

Nordson offers a full range of equipment that dispenses liquid and powder coatings, adhesives and sealants. 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.

Nordson markets its products in the United States and 57 other countries, primarily through a direct sales force and also through qualified distributors and sales representatives. Nordson has built a worldwide reputation for its creativity and expertise in the design and engineering of high-technology application equipment that meets the specific needs of its customers.

The following is a summary of the products produced and markets served by the Company’s various businesses:

1. Adhesive Dispensing and Nonwoven Fiber Systems

     •  Automotive — Adhesive and sealant dispensing systems used in the automotive, heavy truck and recreational vehicle manufacturing industries.

     •  Nonwovens — Systems for producing nonwoven fiber fabrics and equipment for applying adhesives, lotions, liquids and fibers to disposable products.

     •  Packaging — Automated adhesive dispensing systems used in the food and beverage and packaged goods industries.

     •  Product Assembly — Adhesive and sealant dispensing systems for bonding or sealing plastic, metal and wood products.

     •  Web Coating — Laminating and coating systems used to manufacture continuous-roll goods in the nonwovens, textile, paper and flexible-packaging industries.

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2. Advanced Technology Systems

     •  Asymtek — Automated dispensing systems for high-speed, accurate application of a broad range of attachment, protection and coating fluids.

     •  EFD — Precision manual and automated dispensers for applying controlled amounts of adhesives, sealants, lubricants and other assembly fluids.

     •  March Plasma — Automated gas plasma treatment systems used to clean and condition surfaces for the semiconductor, medical and printed circuit board industries.

     •  UV Curing & Drying — Ultraviolet (UV) equipment used in the curing and drying of inks, coatings, adhesives and paints.

3. Finishing and Coating Systems

     •  Container Coating and Curing — Automated and manual dispensing and UV curing systems used to treat and cure food and beverage containers.

     •  Liquid Finishing — Automated and manual dispensing systems used to apply liquid paints and coatings to consumer and industrial products.

     •  Powder Coating — Automated and manual dispensing systems used to apply powder paints and coatings to a variety of metal, plastic and wood products.

Manufacturing and Raw Materials

Nordson’s production operations include machining and assembly. The Company manufactures 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; St. Petersburg, Florida; Norcross, Swainsboro and Dawsonville, Georgia; Lincoln, Alabama; Carlsbad, California; East Providence, Rhode Island; Phillipsburg, New Jersey in the United States, as well as in Shanghai, China; Luneburg, Germany; Bangalore, India; Maastricht, The Netherlands; and Slough, United Kingdom.

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 that Nordson uses are available through multiple sources.

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.

Intellectual Property

The Company maintains procedures to protect its intellectual property (including patents, trademarks and copyrights) both domestically and internationally. However, Nordson’s business is not materially dependent upon any one or more of the patents, or on protection of intellectual property in general.

Seasonal Variation in Business

Generally, the highest volume of sales occurs in the Company’s fourth fiscal quarter due in large part to the timing of large, engineered systems shipments. First quarter sales volume is normally the lowest of the year due to customer holiday shutdowns.

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Working Capital Practices

No special or unusual practices affect Nordson’s working capital. However, the Company generally requires advance payments as deposits on customized equipment and systems and, in certain cases, requires progress payments during the manufacturing of these products. The Company initiated a number of new business processes focused on reduction of manufacturing lead times. These initiatives have resulted in lower investment in inventory while maintaining the capability to respond promptly to customer needs.

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 fiscal 2005, no single customer accounted for 5 percent or more of sales.

Backlog

The Company’s backlog of open orders increased to $77,878 at October 30, 2005 from $77,573 at October 31, 2004. All orders in the fiscal 2005 year-end backlog are expected to be shipped to customers in fiscal 2006.

Government Contracts

Nordson’s business neither includes nor depends upon a significant amount of governmental contracts or subcontracts. Therefore, no material part of the Company’s business is subject to renegotiation or termination at the option of the government.

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’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 developments and improvements through its internal engineering and research teams. Research and development expenses were approximately $21,478 in fiscal 2005, compared with approximately $22,947 in fiscal 2004 and $22,341 in fiscal 2003.

Environmental Compliance

Compliance with federal, state and local environmental protection laws during fiscal 2005 had no material effect on the Company’s capital expenditures, earnings or competitive position. The Company also does not anticipate a material effect in fiscal 2006.

Employees

As of October 30, 2005, Nordson had 3,653 full-time and part-time employees, including 149 at the Company’s Amherst, Ohio facility represented by a collective bargaining agreement that expires on November 4, 2007. No material work stoppages have been experienced at any of the Company’s facilities.

5

Available Information

The Company’s proxy statement, annual report to the Securities and Exchange Commission (Form 10-K), quarterly reports (Form 10-Q) and current reports (Form 8-K) and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at www.nordson.com as soon as reasonably practical after the Company electronically files such material with, or furnishes it to, the SEC. Copies of these reports may also be obtained free of charge by sending written requests to Barbara Price, Manager of Shareholder Relations, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

Item 1A. Risk Factors

The Company has determined that Risk Factor disclosure would be inappropriate under the criteria of Item 503(c) of Regulation S-K.

Item 1B. Unresolved Staff Comments

None.

6

Item 2. Properties

The following table summarizes the principal properties of the Company as of its fiscal 2005 year-end.

		Approximate
Location	Description of Property	Square Feet
Amherst, Ohio(1)(2)(3)	A manufacturing, laboratory and office complex located on 52 acres of land		585,000
Norcross, Georgia(1)	A manufacturing, laboratory and office building located on 10 acres of land		150,000
Dawsonville, Georgia(1)	A manufacturing, laboratory and office building		143,000
Duluth, Georgia(1)	An office and laboratory building		110,000
Carlsbad, California(2)	Two manufacturing and office buildings (leased)		91,000
East Providence, Rhode Island(2)	A manufacturing, warehouse, distribution and office complex		75,000
Westlake, Ohio	Corporate headquarters located on 25 acres of land		68,000
Swainsboro, Georgia(1)	A manufacturing building		59,000
Branford, Connecticut(3)	A manufacturing and office building (leased)		46,000
Lincoln, Rhode Island(2)	A manufacturing building		44,000
Lincoln, Alabama(1)	A manufacturing and office building		27,000
St. Petersburg, Florida(2)	A manufacturing and office building (leased)		20,000
Phillipsburg, New Jersey(2)	A manufacturing and office building (leased)		8,000
Luneburg, Germany(1)	A manufacturing building and laboratory		130,000
Erkrath, Germany(1)(3)	An office, laboratory and warehouse building (leased)		63,000
Maastricht, The Netherlands (1)(2)(3)	A manufacturing, distribution center and office building (leased)		48,000
Tokyo, Japan(1)(2)(3)	An office, laboratory and warehouse building (leased)		42,000
Milano, Italy(1)(3)	An office, laboratory and warehouse building (leased)		41,000
Shanghai, China(1)(3)	A manufacturing, warehouse and office complex (leased)		30,000
Lagny Sur Marne, France(1)(3)	An office building (leased)		29,000
Bangalore, India(1)(2)(3)	A manufacturing, warehouse and office building		16,000
Slough, U.K(2)	A manufacturing, warehouse and office building (leased)		10,000
Dunstable, U.K(2)	An office building		6,000

Business Segment — Property Identification Legend

(1)	Adhesive Dispensing and Nonwoven Fiber Systems
(2)	Advanced Technology Systems
(3)	Finishing and Coating Systems

The facilities listed above have adequate, suitable and sufficient capacity (production and nonproduction) to meet present and foreseeable demand for the Company’s products.

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 that can be found in Part II, Item 8 of this document.

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Item 3. Legal Proceedings

The Company has voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with (1) a feasibility study and remedial investigation (“FS/ RI”) for the City of New Richmond municipal landfill and (2) providing clean drinking water to the affected down gradient residential properties through completion of the FS/ RI phase of the project. The FS/ RI is expected to be completed in fiscal 2006. The Company has committed $1,079 towards completing the FS/ RI phase of the project and providing clean drinking water. This amount has been recorded in the Company’s financial statements in selling and administrative expenses. Against this commitment, the Company has made payments of $829 through the end of fiscal 2005. The remaining amount of $250 is recorded in accrued liabilities in the October 30, 2005 Consolidated Balance Sheet. The total cost of the Company’s share for remediation efforts will not be ascertainable until the FS/ RI is completed and a remediation plan is approved by the Wisconsin Department of Natural Resources, which is anticipated to occur in fiscal 2006. However, based upon current information, the Company does not expect that the costs associated with remediation will have a material adverse effect on its financial condition or results of operations.

The European Union (“EU”) has adopted two Directives to facilitate the recycling of electrical and electronic equipment sold in the EU. The first of these is the Waste Electrical and Electronic Equipment (“WEEE”) Directive, which directs EU Member States to enact laws, regulations and administrative provisions to ensure that producers of electrical and electronic equipment provide for the financing of the collection, treatment, recovery and environmentally sound disposal of WEEE from products placed on the market after August 13, 2005 and from products in use prior to that date that are being replaced. In accordance with the WEEE directive, the Company has identified and labeled its products that are affected by the regulations adopted by Member States. The Company also has developed a strategy to support recycling of the electrical and electronic equipment and has created a section on its Web site to provide customers with information on how to return WEEE-labeled products for proper recycling.

The second of these Directives is the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) Directive. The RoHS Directive addresses the restriction on use of certain hazardous substances such as mercury, lead, cadmium and hexavalent cadmium in electrical and electronic equipment placed on the market after July 1, 2006. The Company has committed to design its future products to meet the standards established by the RoHS Directive.

As of October 30, 2005, EU Member States continue to develop legislation to implement these Directives. Costs incurred in the fourth quarter of 2005 were not material, but the future cost to the Company to comply with the Directives and Member States’ legislation will not be quantifiable until Member States have fully implemented the Directives.

In addition, the Company is involved in various other legal proceedings arising in the normal course of business. Based on current information, the Company does not expect that the ultimate resolution of pending and threatened legal proceedings will have a material adverse effect on its financial condition or results of operations. The Company is not involved in any other legal proceedings that would be required to be disclosed pursuant to Item 103 of Regulation S-K.

8

Item 4. Submission of Matters to a Vote of Security Holders

None.

Executive Officers of the Company

The executive officers of the Company as of December 31, 2005, were as follows:

					Position or Office with The Company and Business
Name	Age		Officer Since		Experience During the Past Five (5) Year Period
Edward P. Campbell		56		1988	Chairman of the Board of Directors and Chief Executive Officer, 2004 President and Chief Executive Officer, 1997
Peter S. Hellman		56		2000	President, Chief Financial and Administrative Officer, 2004 Executive Vice President, Chief Financial and Administrative Officer, 2000
John J. Keane		45		2003	Senior Vice President, 2005 Vice President, 2003 Vice President, Packaging and Product Assembly Systems, 2000
Donald J. McLane		62		1986	Senior Vice President, 1999
Douglas C. Bloomfield		46		2005	Vice President, 2005 Vice President, Automotive and UV, North American Division, 2003 Vice President, Automotive, North American Division, 2000
Robert A. Dunn Jr.		58		1997	Vice President, 1997
Bruce H. Fields		54		1992	Vice President, Human Resources, 1992
Michael Groos		54		1995	Vice President, 1995
Peter Lambert		45		2005	President, EFD, 2005 Vice President, Packaging and Product Assembly, 2003 Director, Corporate Development and Global Business Information, 2001
Nicholas D. Pellecchia		60		1986	Vice President, Finance and Controller, 1986

9

PART II

Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Dividends

(a) The Company’s Common Shares are listed on the Nasdaq Stock Market’s National Market under the symbol NDSN. As of December 9, 2005, there were approximately 2,234 registered shareholders. The table below 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 fiscal 2005 and 2004. The price-earnings ratios reflect average market prices relative to trailing four-quarter earnings.

					Common
					Share Price
		Dividend							Price-Earnings
Fiscal Quarters		Paid			High		Low		Ratio
2005:
	First	$	.16		$	40.77	$	34.61		20.4
	Second		.16			40.61		30.92		19.2
	Third		.16			35.00		29.45		17.1
	Fourth		.16	5		38.90		31.68		16.5
2004:
	First	$	.15	5	$	37.98	$	27.33		28.2
	Second		.15	5		38.41		33.50		26.1
	Third		.15	5		43.78		32.21		23.9
	Fourth		.16			42.23		32.21		21.5

(b)  Use of Proceeds. Not applicable.

(c) Issuer Purchases of Equity Securities

						Total Number of		Maximum Number
	Total					Shares Repurchased		of Shares that
	Number of			Average		as Part of Publicly		May Yet Be Purchased
	Shares			Price Paid		Announced Plans		Under the Plans
	Repurchased			per Share		or Programs(1)		or Programs
August 1, 2005 to August 28, 2005		—					—		1,772
August 29, 2005 to September 25, 2005		3,658	(2)	$	34.09		—		1,772
September 26, 2005 to October 30, 2005		—					—		1,772
Total		3,658					—

(1)	In October 2003, the Board of Directors authorized the Company to repurchase, until October 2006, up to 2,000 of the Company’s Common Shares on the open market.
(2)	On August 26, 2005, the Board of Directors authorized the repurchase of 3,658 of the Company’s Common Shares from the trustee of numerous trusts established by Evan W. Nord. The transaction, which was settled on September 7, 2005, was priced at $34.09 per share, the market price on August 26 reduced for the fiscal 2005 fourth quarter cash dividend on those shares.

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Item 6. Selected Financial Data

Five-Year Summary

	2005		2004		2003		2002(e)		2001
(In thousands except for per-share amounts)
Operating Data(a)
Sales	$	839,162		793,544		667,347		647,756		731,416
Cost of sales	$	371,298		354,313		301,566		310,542		337,129
% of sales		44		45		45		48		46
Selling and administrative expenses	$	345,322		328,761		295,532		281,761		321,657
% of sales		41		41		44		43		44
Severance and restructuring costs	$	875		—		2,028		2,499		13,355
Operating profit	$	121,667		110,470		68,221		52,954		59,275
% of sales		14		14		10		8		8
Net income	$	78,338		63,334		35,160		22,072		24,610
% of sales		9		8		5		3		3
Net income adjusted for goodwill amortization (b)	$	78,338		63,334		35,160		22,072		35,853
% of sales		9		8		5		3		5
Financial Data(a)
Working capital	$	61,642		167,362		65,708		21,926		6,524
Net property, plant and equipment and other non-current assets	$	476,810		476,276		489,436		489,899		500,276
Total invested capital	$	538,452		643,638		555,144		511,825		506,800
Total assets	$	788,526		840,548		766,806		764,472		862,453
Long-term obligations	$	207,540		240,305		255,035		242,935		243,074
Shareholders’ equity	$	330,912		403,333		300,109		268,890		263,726
Return on average invested capital  — %(c)		15		13		7		4		6
Return on average shareholders’ equity  — % (d)		19		18		13		8		10
Per-Share Data(a)
Basic earnings per share	$	2.19		1.78		1.04		0.66		0.75
Diluted earnings per share	$	2.14		1.73		1.04		0.66		0.74
Dividends per common share	$	0.645		0.625		0.605		0.57		0.56
Book value per common share	$	10.05		11.12		8.82		8.00		7.96
Average common shares		35,718		35,489		33,703		33,383		32,727
Average common shares and common share equivalents		36,527		36,546		33,899		33,690		33,050

(a)  See accompanying Notes to Consolidated Financial Statements.

(b)  In 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” and as a result no longer amortizes goodwill. Amounts represent net income without goodwill amortization.

(c)  Net income plus interest on long-term obligations net of income taxes as a percentage of total assets less current liabilities.

(d)  Net income as a percentage of shareholders’ equity.

(e)  2002 includes an inventory write-down of $11,388, which is included in cost of sales.

11

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this annual report, all amounts related to U.S. and foreign currency and to the number of shares of Nordson Corporation Common Shares, except for per share earnings and dividend amounts, are expressed in thousands.

Critical Accounting Policies and Estimates

The Company’s consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company’s management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, the Company evaluates the accounting policies and estimates it uses to prepare financial statements. The Company bases its estimates 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 Company’s results of operations or financial position are discussed below. On a regular basis, the Company reviews critical accounting policies with the Audit Committee of the Board of Directors.

Revenue Recognition — Most of the Company’s 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. Revenues from contracts with multiple element arrangements, such as those including both installation and services, are recognized as each element is earned based on objective evidence of the relative fair value of each element. Amounts received in excess of revenue recognized are included as deferred revenue in the accompanying balance sheets. Revenues deferred in 2005 and 2004 were not material. A limited number of the Company’s large engineered systems sales contracts are accounted for using the percentage-of-completion method. The amount of revenue recognized in any accounting period is based on the ratio of actual costs incurred through the end of the period to total estimated costs at completion. Cost estimates are updated on a quarterly basis. During 2005, 2004 and 2003, the Company recognized approximately $5,000, $7,000 and $5,000, respectively, of revenue under the percentage-of-completion method. The remaining revenues are recognized upon delivery.

Goodwill — Goodwill represents the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired. At October 30, 2005 and October 31, 2004, goodwill represented 42 percent and 40 percent, respectively, of the Company’s total assets. The majority of the goodwill resulted from the acquisition of EFD, Inc. in fiscal 2001. In accordance with FASB Statement No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. The estimated fair value of a reporting unit is determined by applying appropriate discount rates to estimated future cash flows and terminal value amounts for the reporting units. The results of the Company’s analyses indicated that no reduction of goodwill is required.

Inventories — Inventories are valued at the lower of cost or market. Cost has been determined using the last-in, first-out (LIFO) method for 34 percent of the Company’s consolidated inventories at October 30, 2005, and 38 percent at October 31, 2004, with the first-in, first-out (FIFO) method used for the remaining inventory. On an ongoing basis, the Company tests its inventory for technical obsolescence, as well as for future demand and changes in market conditions. The Company has historically maintained inventory reserves to reflect those conditions when the cost of inventory is not expected to be recovered. The Company also maintains inventory reserves for inventory used for demonstration purposes. Amounts charged to inventory reserves were $2,905, $4,481 and $2,670 in 2005, 2004 and 2003, respectively. The reserve balance was $7,231, $7,294 and $7,126 at the end of 2005, 2004 and 2003, respectively.

12

Pension Plans and Postretirement Medical Plan — The measurement of liabilities related to the Company’s pension plans and postretirement medical plan is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions and health care cost trend rates.

The weighted-average discount rate used to determine the present value of the Company’s aggregate pension plan obligation was 5.4 percent at October 30, 2005, compared to 5.8 percent at October 31, 2004. The discount rate for the U.S. plans, which comprise 80 percent of the worldwide pension obligations, was based on quality fixed income investments with a duration period approximately equal to the period over which pension obligations are expected to be settled. The discount rates used for the various international plans were determined by using quality fixed income investments.

In determining the expected return on plan assets, the Company considers both historical performance and an estimate of future long-term rates of return on assets similar to those in the Company’s plans. The Company consults with and considers the opinions of financial and other professionals in developing appropriate return assumptions. The average expected rate of return (long-term investment rate) on pension assets decreased slightly from 8.2 percent in 2004 to 8.1 percent in 2005.

The assumed rate of compensation increases was 3.3 percent in 2005, compared to 3.4 percent in 2004.

Annual expense amounts are determined based on the discount rate used at the end of the prior year. Differences between actual and assumed investment returns on pension plan assets result in actuarial gains or losses that are amortized into expense over a period of years.

With respect to the postretirement medical plan, the discount rate used to value the benefit obligation decreased from 6.00 percent at October 31, 2004, to 5.75 percent at October 30, 2005. The annual rate of increase in the per capita cost of covered benefits (the health care trend rate) is assumed to be 10 percent in 2006, decreasing gradually to 5 percent in 2011. 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 Increase		1% Point Decrease
Effect on total service and interest cost components in 2005	$	550	$	(437	)
Effect on postretirement obligation as of October 30, 2005	$	6,436	$	(5,199	)

Employees hired after January 1, 2002, are not eligible to participate in the postretirement medical plan.

The Company expects that pension and postretirement expenses in fiscal 2006 will be approximately $3,800 higher than fiscal 2005, primarily reflecting changes in actuarial assumptions.

Financial Instruments — Assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies are sensitive to changes in currency exchange rates. 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 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.

Warranties — The Company provides customers with a product warranty that requires the Company to repair or replace defective products within a specified period of time (generally one year) from the date of delivery or first use. An accrual is recorded for expected warranty costs for products shipped through the end of each accounting period. In determining the amount of the accrual, the Company relies primarily on historical warranty claims by product sold. Amounts charged to the warranty reserve were $4,210, $4,165 and $2,942 in 2005, 2004 and 2003, respectively. The reserve balance was $4,405, $4,121 and $3,030 at the end of 2005, 2004 and 2003, respectively.

13

Long-Term Incentive Compensation Plan (LTIP) — Under this plan officers are awarded a cash payment if predetermined performance measures are met over a three-year period. The value of this payment is based upon the share price of the Company’s Common Shares at a predetermined date subsequent to the end of each three-year performance period. Over each three-year performance period, costs are accrued based on progress against performance measures, along with changes in value of the Company’s Common Shares. At October 30, 2005, the accrued liability for the 2003, 2004 and 2005 LTIP performance periods was $9,836. The portion of these costs recognized in the income statement was $4,237 in 2005, $7,004 for 2004 and $2,653 for 2003.

Fiscal Years 2005 and 2004

Sales — Worldwide sales for 2005 were $839,162, an increase of 5.7 percent from 2004 sales of $793,544. Sales volume increased 3.6 percent, with favorable currency effects contributing an additional 2.1 percent to the overall sales gain.

The Company is organized into three business segments: Adhesive Dispensing and Nonwoven Fiber Systems, Advanced Technology Systems and Finishing and Coating Systems. Sales of the adhesive segment were $501,665 in 2005, an increase of $3,966, or 1 percent, from 2004. Currency effects added 3 percent to reported sales, which was offset by a sales volume decrease of 2 percent. Within this segment, lower nonwoven fiber system sales were partially offset by increases in the core packaging and product assembly businesses. Sales of the advanced technology segment were $197,370 in 2005, an increase of $32,469, or 20 percent from 2004. The increase was the result of 19 percent volume gains and 1 percent from the effects of currency. Within this segment, the Asymtek and March Plasma businesses were especially strong, with volume up over 33 percent in the aggregate from 2004. EFD sales volume also increased. Finishing segment sales in 2005 were $140,127, compared with $130,944 in the prior year. The 7 percent increase can be traced to a volume increase of 5 percent combined with currency effects of 2 percent. The volume increase was due to strong container system sales across all geographic regions, partially offset by a decrease in liquid system sales. It is estimated that the effect of pricing on total revenue was neutral relative to the prior year.

Nordson’s sales outside the United States accounted for 67 percent of total 2005 sales, up slightly from 66 percent in 2004. Sales volume was up 5 percent in the United States, 17 percent in Asia Pacific, 12 percent in the Americas and 1 percent in Japan. These increases can be traced largely to the advanced technology segment. Offsetting these increases was a sales volume decrease of 3 percent in Europe related to a large fiber system sale in the prior year.

Operating profit — Cost of sales in 2005 was $371,298, up 5 percent from 2004 due primarily to volume increases and currency effects. Gross margins, expressed as a percent of sales, increased to 55.8 percent in 2005 from 55.4 percent in 2004. The increase in the rate is attributable to product mix and currency effects.

Selling and administrative expenses were $345,322 in 2005, an increase of $16,561, or 5.0 percent from 2004. The increase is due to currency translation effects of 1.9 percent and to compensation increases and higher employee benefit costs. As a percent of sales these costs decreased to 41.2 percent in 2005 from 41.4 percent last year.

Operating profit margins, expressed as a percentage of sales, were 14.5 percent in 2005 compared to 13.9 percent in 2004. Segment operating profit margins in 2005 and 2004 were as follows:

Segment	2005			2004
Adhesive Dispensing and Nonwoven Fiber Systems		19	%		20	%
Advanced Technology Systems		21	%		18	%
Finishing and Coating Systems		1	%		2	%

The improvement in profit margins in the advanced technology segment is traced primarily to better absorption of fixed operating expenses.

14

Operating profit of the finishing and coating segment includes $875 of severance and restructuring costs. During the fourth quarter of 2005, the Company announced a number of restructuring actions to improve performance and reduce costs in its finishing and coating segment. These actions, which include operational consolidations and approximately 60 personnel reductions, will be substantially completed by the end of the second quarter of fiscal 2006. As a result of these actions, resources will be more effectively aligned with shifting patterns of global demands enabling the segment to operate both with lower costs and better capability to serve customers in the faster growing emerging markets. The Company expects that total restructuring costs will be approximately $3,100.

Interest and other — Interest expense in 2005 was $13,825, a decrease of 10 percent from 2004 due to lower borrowing levels. Interest and investment income in 2005 was $1,864, up from $1,350 in the prior year, due to higher levels of cash and cash equivalents and marketable securities. Other income was $1,570 in 2005, compared to other expense of $2,560 in 2004. Included in these amounts were currency losses of $721 in 2005 and $201 in 2004. In 2004, other expenses included a loss of $3,288 on the disposition of a minority equity investment.

Net income — The Company’s effective income tax rate was 29.6 percent in 2005, down from 32.5 percent in 2004. The decrease was primarily due to the reversal of a valuation allowance on foreign tax credits of $7,367, offset somewhat by a lower extraterritorial income exclusion and a higher state income tax provision. Net income was $78,338, or $2.14 per diluted share in 2005. This compares to net income of $63,334, or $1.73 per diluted share in 2004. This represents a 24 percent increase in both net income and earnings per share.

Accounting changes — In May 2004, the Financial Accounting Standards Board (“FASB”) issued Staff Position No. FSP 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” in response to a new law that provides prescription drug benefits under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Currently, Statement of Financial Accounting Standard No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (FAS 106) requires that changes in relevant law be considered in current measurement of postretirement benefit costs. In the third quarter of 2005, the Company’s actuary determined that the prescription drug benefit provided by the Company’s postretirement plan is considered to be actuarially equivalent to the benefit provided under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. The Company accounted for this benefit under the provisions of FAS 106. As a result, the Company’s accumulated postretirement benefit obligation was reduced by $10,456, with an expense reduction of approximately $1,651 in 2005.

In November 2004, the FASB issued Statement of Financial Accounting Standard No. 151, “Inventory Costs.” No. 151 amends Accounting Research Bulletin No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. This Statement requires that those items be recognized as current-period charges and requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The adoption of No. 151 is effective for fiscal years beginning after June 15, 2005. The Company has not yet determined the impact of adoption on its consolidated financial position or results of operations.

In December 2004, the FASB issued Statement of Financial Accounting Standard No. 123 (revised 2004), “Share-Based Payment.” This Statement replaces FASB Statement No. 123 and supercedes APB Opinion No. 25. No. 123(R) eliminates the ability to account for share-based compensation transactions using the intrinsic method currently used by the Company. No. 123(R) requires such transactions be accounted for using a fair-value-based method that would result in expense being recognized in the Company’s financial statements. The Company will be required to adopt No. 123(R) in the first quarter of fiscal 2006 as a result of an extension granted by the Securities and Exchange Commission on April 14, 2005. The adoption of No. 123(R) is expected to reduce quarterly earnings by approximately $.02 per share in 2006.

15

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations.” This interpretation states that the term “conditional asset retirement obligation” as used in paragraph A23 of SFAS No. 143 refers to a legal obligation to perform an asset retirement in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement obligation is unconditional even though uncertainty exists about the timing and (or) method of settlement. The effective date for adopting this interpretation is no later than the end of fiscal years ending after December 15, 2005. The Company has not yet determined the impact of adoption on its consolidated financial position or results of operations.

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections.” No. 154 replaces Accounting Principles Board Opinion No. 20, “Accounting Changes” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the accounting for and reporting of a change in accounting principle. The Statement applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement when specific transition provisions are not provided. The Statement requires retrospective application to prior periods’ financial statements for changes in accounting principle, unless it is impracticable to determine the period specific or cumulative effect of the change. The Statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

In June 2005, the FASB issued FSP FAS No. 143-1, “Accounting for Electronic Equipment Waste Obligations,” which addresses the accounting for obligations associated with Directive 2002/96/ EC, Waste Electrical and Electronic Equipment (the “Directive”), which was adopted by the European Union. FSP FAS No. 143-1 provides guidance on how to account for the effects of the Directive with respect to historical waste, which is defined as waste associated with products placed on the market on or before August 13, 2005. FSP FAS No. 143-1 is required to be applied to the later of the first reporting period ending after June 8, 2005, or the date of the adoption of the law by the applicable European Union Member State. The adoption of FSP FAS No. 143-1 will not have a material effect on the Company’s consolidated results of operations or financial condition.

Fiscal Years 2004 and 2003

Sales — Worldwide sales for 2004 were $793,544, an increase of 18.9 percent from 2003 sales of $667,347. Sales volume increased 13.3 percent, with favorable currency effects contributing an additional 5.6 percent to the overall sales gain. Sales of the adhesive segment were $497,699 in 2004, an increase of $71,495 from 2003. Of the total 17 percent increase, 10 percent was due to volume increases and 7 percent was due to currency effects. All five businesses in the adhesive segment showed increased volume, with more than half of the increase coming from higher product assembly and fiber system sales. Sales of the advanced technology segment were $164,901 in 2004, an increase of $36,480 from 2003. The increase was the result of 26 percent volume gains and 2 percent from the effects of currency. Within this segment, the Asymtek business, which sells to customers in the semiconductor, printed circuit board and electronic assembly industries, was especially strong, with volume up 50 percent from 2003. The other businesses in this segment all showed sales volume growth of at least 10 percent. Finishing segment sales in 2004 were $130,944, compared with $112,722 in the prior year. The 16 percent increase can be traced to a volume increase of 11 percent and currency effects of 5 percent. The volume increase was primarily due to a strong recovery in powder system sales across all geographic regions, with the biggest growth seen in the United States and Japan. It is estimated that the effect of pricing on total revenue was neutral relative to the prior year.

Nordson’s sales outside the United States accounted for 66 percent of total 2004 sales, compared with 63 percent for 2003. Sales volume in all five geographic regions increased in 2004 compared to 2003. Sales volume was up 8 percent in the United States, 19 percent in the Americas, 10 percent in Europe, 11 percent in Japan and 48 percent in Asia Pacific. The increase in Asia Pacific can be traced largely to the advanced technology segment and to higher fiber system sales.

16

Operating profit — Gross margins, expressed as a percent of sales, increased to 55.4 percent in 2004 from 54.8 percent in 2003. Currency changes had a ..9 percent favorable effect, with the effect of mix and absorption offsetting this gain.

Selling and administrative expenses were $328,761 in 2004, an increase of $33,229, or 11.2 percent from 2003. The increase is due to currency translation effects of 4.3 percent and to compensation increases and higher employee benefit costs. As a percent of sales these costs decreased to 41.4 percent in 2004 from 44.2 percent last year.

Operating profit margins, expressed as a percentage of sales, were 13.9 percent in 2004 compared to 10.2 percent in 2003. Segment operating profit margins in 2004 and 2003 were as follows:

Segment	2004			2003
Adhesive Dispensing and Nonwoven Fiber Systems		20	%		17	%
Advanced Technology Systems		18	%		11	%
Finishing and Coating Systems		2	%		1	%

The improvement in profit margins across all three segments can be traced to absorption of fixed operating expenses and to the effects of continuing cost controls related to lean initiatives.

In light of the difficult economic environment from 2000 to 2003, the Company embarked on a number of cost reduction initiatives. Consistent with these initiatives, the Company recognized $2,028 ($1,359 on an after-tax basis, or $.04 per share) of severance and restructuring costs in 2003.

Interest and other — Interest expense in 2004 was $15,432, a decrease of 15 percent from 2003. The decrease was due to lower borrowing levels. Other expense was $2,560 in 2004, compared to other income of $1,430 last year. The change was primarily due to a loss of $3,288 on the disposition of a minority equity investment. In addition, currency losses of $201 were incurred in 2004, compared to gains of $558 in 2003.

Net income — The Company’s effective income tax rate was 32.5 percent in 2004, down from 33.0 percent in 2003. The decrease was due to a refund related to a prior tax year. Net income was $63,334, or $1.73 per diluted share in 2004. This compares to net income of $35,160, or $1.04 per diluted share in 2003. This represents an 80 percent increase in net income and 66 percent increase in earnings per share.

Liquidity, Capital Expenditures and Sources of Capital

Cash and cash equivalents at the end of 2005 were $11,269, approximately equal to 2004. Cash generated by operations in 2005 was $118,831, up from $112,923 last year. The increase was due to higher net income offset by changes in operating assets and liabilities. The increase in receivables is traced to higher sales in the fourth quarter of 2005 compared to 2004. In 2005, a further improvement was achieved in days’ sales in accounts receivable. A shipment of a large engineered system out of beginning backlog, along with improved inventory turnover, were the primary factors driving the decreases in inventories and accounts payable in 2005. An increase in accrued liabilities accounted for $6,076 of cash provided by operations. The increase was largely due to higher incentive compensation and pension accruals. The reduction in deferred taxes in 2005 related primarily to the amortization of goodwill and to accruals not currently deductible. Income taxes payable increased largely due to higher pretax income. Other noncurrent assets increased due to the funding of a deferred compensation obligation. Increases in deferred compensation and pension accruals caused the increase in other noncurrent liabilities.

Cash provided by investing activities was $33,565 in 2005, compared to cash used by investing activities of $64,403 in 2004. The change was due to the purchase of auction rate and variable rate demand obligation securities in 2004 that were sold in 2005 for the stock repurchase described below. Capital expenditures, which were concentrated on information systems, production equipment and previously leased buildings, were $15,389. Cash of $557 was used for the acquisition of H.P. Solutions Inc., d/b/a H.F. Johnson Manufacturing, a California machining company.

17

Cash used for financing activities in 2005 was $152,040. Cash of $132,159 was used for the repurchase of the Company’s Common Shares, including the repurchase of approximately 10 percent of the Company’s outstanding shares from the trustee of numerous trusts established by Evan W. Nord. Funds for the repurchase came from cash, marketable securities and borrowing under existing bank credit facilities. Dividend payments to shareholders totaled $23,378 in 2005, increasing 3 percent on a per-share basis from 2004. Issuance of Common Shares related to the exercise of stock options generated $9,575 of cash.

The following table summarizes the Company’s obligations as of October 30, 2005:

	Payments Due by Period
			Less than						After
	Total		1 Year		1-3 Years		4-5 Years		5 Years
Obligations
Long-term debt	$	155,106	$	53,686	$	78,580	$	8,580	$	14,260
Capital lease obligations		11,713		5,602		5,722		371		18
Operating leases		24,080		7,858		9,343		4,783		2,096
Notes payable		18,393		18,393
Interest payments		22,521		9,582		9,017		3,342		580
Pension and postretirement benefit obligations		14,000		14,000
Purchase obligations		33,296		32,221		1,070		5
Total obligations	$	279,109	$	141,342	$	103,732	$	17,081	$	16,954

Pension and postretirement plan funding amounts after 2006 will be determined based on the future funded status of the plans and therefore cannot be estimated at this time.

Nordson has various lines of credit with both domestic and foreign banks. At October 30, 2005, these lines totaled $265,425, of which $247,032 was unused. Included in the total amount of $265,425 is a $200,000 facility with a group of banks that expires in 2009. This facility was entered into in October 2004 and replaced an existing facility that was scheduled to expire in 2006. The new facility may be increased from $200,000 to $400,000 under certain conditions. At the end of 2005, $4,800 was outstanding under this line of credit. There are two covenants that the Company must meet under this facility. The first covenant limits the amount of additional debt the Company can incur. At the end of 2005, this covenant would not have limited the amount the Company could borrow under this facility. The other covenant requires EBIT (as defined in the credit agreement) to be at least three times interest expense. The actual interest coverage was 9.6 for 2005. The Company was in compliance with all debt covenants at October 30, 2005.

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 2006. There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent Company.

In October 2003, the Board of Directors authorized the Company to repurchase up to 2,000 of the Company’s Common Shares on the open market. Expected uses for repurchased shares include the funding of benefit programs, including stock options, restricted stock and 401(k) matching. Shares purchased will be treated as treasury shares until used for such purposes. The repurchase program is funded using the Company’s working capital. During 2005, the Company repurchased 203 of the shares authorized to be repurchased under this program. As of October 30, 2005, 1,722 shares may still be purchased under this program.

18

Outlook

The Company ended 2005 with a backlog of $77,878 million, up from $77,573 at the beginning of the year. During a teleconference with security analysts held on December 14, 2005, management stated that it expected 2006 first quarter revenue to grow about 1 percent to 2 percent from 2005 with revenue for the quarter negatively effected by a stronger U.S. dollar. Looking over the remaining course of the year, with a low debt level and expectations of good cash flow, the Company will have the capability to respond to investment opportunities as they develop.

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 2005 compared with 2004, the U.S. dollar was generally weaker against foreign currencies. If 2004 exchange rates had been in effect during 2005, sales would have been approximately $16,510 lower and third-party costs would have been approximately $10,618 lower. In 2004 compared with 2003, the U.S. dollar was also generally weaker against foreign currencies. If 2003 exchange rates had been in effect during 2004, sales would have been approximately $37,146 lower and third-party costs would have been approximately $22,471 lower. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.

Item 7A. Quantitative and Qualitative Disclosures About 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, primarily Euro and Yen, 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 30, 2005, the Company did not have a material foreign currency risk related to its derivatives or other financial instruments.

Note 10 to the financial statements contains additional information about the Company’s foreign currency transactions and the methods and assumptions used by the Company to record these transactions.

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.

19

The tables that follow present principal repayments and related weighted-average interest rates by expected maturity dates of fixed-rate, long-term debt.

At October 30, 2005

																There-			Total			Fair
	2006			2007			2008			2009			2010			after			Value			Value
Long-term debt, including current portion	$	12,290		$	54,290		$	24,290		$	4,290		$	4,290		$	14,260		$	113,710		$	118,575
Average interest rate		7.01	%		6.99	%		7.20	%		7.29	%		7.33	%		7.39	%		7.01	%

At October 31, 2004

																There-			Total			Fair
	2005			2006			2007			2008			2009			after			Value			Value
Long-term debt, including current portion	$	12,290		$	4,290		$	54,290		$	24,290		$	4,290		$	18,550		$	118,000		$	128,026
Average interest rate		7.03	%		6.99	%		6.99	%		7.20	%		7.29	%		7.29	%		7.03	%

The tables that follow present principal repayments by expected maturity dates of variable-rate, long-term debt.

At October 30, 2005

											There-		Total
	2006		2007		2008		2009		2010		after		Value
Long-term debt, including current portion	$	41,396		—		—		—		—		—	$	41,396

At October 31, 2004

											There-		Total
	2005		2006		2007		2008		2009		after		Value
Long-term debt, including current portion		—	$	42,323		—		—		—		—	$	42,323

Included in the variable-rate tables above is long-term debt in the amount of Japanese Yen 200,000. This debt was converted from fixed rate to variable rate through an interest rate swap agreement. Also, included in the tables above is long-term debt in the amount of $40,000. This debt was converted from fixed rate to variable rate through an interest rate swap agreement. These swaps are discussed in Notes 9 and 10 to the Company’s financial statements. The weighted-average interest rate of the Company’s variable-rate debt was 6.94 percent at the end of fiscal 2005, compared to 5.08 percent at the end of 2004. A 1 percent increase in interest rates would have resulted in approximately $419 of additional interest expense in fiscal 2005.

The company also has variable-rate notes payable. The weighted average interest rate of this debt was 2.7 percent at the end of 2005 and 2004. A 1 percent increase in interest rates would have resulted in additional interest expense of approximately $186 on the notes payable in fiscal 2005.

20

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 Five-Year Summary in Item 6 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.

21

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Income

Years ended October 30, 2005, October 31, 2004 and November 2, 2003

		2005			2004			2003
(In thousands except for per-share amounts)
Sales		$	839,162		$	793,544		$	667,347
Operating costs and expenses:
	Cost of sales		371,298			354,313			301,566
	Selling and administrative expenses		345,322			328,761			295,532
	Severance and restructuring costs		875			—			2,028
			717,495			683,074			599,126
Operating profit			121,667			110,470			68,221
Other income (expense):
	Interest expense		(13,825	)		(15,432	)		(18,063	)
	Interest and investment income		1,864			1,350			889
	Other — net		1,570			(2,560	)		1,430
			(10,391	)		(16,642	)		(15,744	)
Income before income taxes			111,276			93,828			52,477
Income tax provision:
	Current		23,738			21,192			11,537
	Deferred		9,200			9,302			5,780
			32,938			30,494			17,317
Net income		$	78,338		$	63,334		$	35,160
Average common shares			35,718			35,489			33,703
Incremental common shares attributable to outstanding stock options, nonvested stock and deferred stock-based compensation			809			1,057			196
Average common shares and common share equivalents			36,527			36,546			33,899
Basic earnings per share		$	2.19		$	1.78		$	1.04
Diluted earnings per share		$	2.14		$	1.73		$	1.04

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

22

Consolidated Balance Sheets

October 30, 2005 and October 31, 2004

		2005			2004
(In thousands)
Assets
Current assets:
	Cash and cash equivalents	$	11,269		$	11,176
	Marketable securities		215			49,403
	Receivables — net		181,660			175,013
	Inventories — net		81,868			85,330
	Deferred income taxes		30,954			37,093
	Prepaid expenses		5,750			6,257
Total current assets			311,716			364,272
Property, plant and equipment — net			110,531			111,607
Goodwill — net			331,356			331,659
Intangible assets — net			15,457			17,331
Deferred income taxes			1,282			—
Other assets			18,184			15,679
		$	788,526		$	840,548
Liabilities and shareholders’ equity
Current liabilities:
	Notes payable	$	18,393		$	15,301
	Accounts payable		49,609			58,740
	Income taxes payable		10,290			4,873
	Accrued liabilities		102,777			92,405
	Customer advance payments		10,850			8,921
	Current maturities of long-term debt		53,686			12,290
	Current obligations under capital leases		4,469			4,380
Total current liabilities			250,074			196,910
Long-term debt			101,420			148,033
Obligations under capital leases			4,931			4,446
Pension and retirement obligations			56,693			49,701
Deferred income taxes			—			666
Other liabilities			44,496			37,459
Shareholders’ equity:
	Preferred shares, no par value; 10,000 shares authorized; none issued		—			—
	Common shares, no par value; 80,000 shares authorized; 49,011 shares issued		12,253			12,253
	Capital in excess of stated value		188,132			174,440
	Retained earnings		613,580			558,620
	Accumulated other comprehensive loss		(25,883	)		(16,471	)
	Common shares in treasury, at cost		(454,365	)		(323,531	)
	Deferred stock-based compensation		(2,805	)		(1,978	)
Total shareholders’ equity			330,912			403,333
		$	788,526		$	840,548

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

23

Consolidated Statements of Shareholders’ Equity

Years ended October 30, 2005, October 31, 2004 and November 2, 2003

			Common Shares in													Accumulated
			Treasury								Capital in					Other			Deferred
									Common		Excess of		Retained			Comprehensive			Stock-based
			Shares			Amount			Shares		Stated Value		Earnings			Loss			Compensation			Total
(In thousands)
Balance at November 3, 2002				15,398		$	(341,606	)	$	12,253	$	123,178	$	502,631		$	(27,318	)	$	(248	)	$	268,890
	Net income													35,160									35,160
	Translation adjustments																12,655						12,655
	Minimum pension liability adjustment net of taxes of $3,626																(5,633	)					(5,633	)
		Total comprehensive income																					42,182
	Shares issued under company stock and employee benefit plans			(601	)		6,658					8,395								(1,347	)		13,706
	Amortization of deferred stock-based compensation																			575			575
	Purchase of treasury shares			179			(4,867	)															(4,867	)
	Dividends — $.605 per share													(20,377	)								(20,377	)
Balance at November 2, 2003				14,976			(339,815	)		12,253		131,573		517,414			(20,296	)		(1,020	)		300,109
	Net income													63,334									63,334
	Translation adjustments																6,476						6,476
	Minimum pension liability adjustment net of taxes of $1,773																(2,651	)					(2,651	)
		Total comprehensive income																					67,159
	Shares issued under company stock and employee benefit plans			(2,625	)		30,481					39,262								(1,904	)		67,839
	Tax benefit from stock option and restricted stock transactions											3,605											3,605
	Amortization of deferred stock-based compensation																			946			946
	Purchase of treasury shares			382			(14,197	)															(14,197	)
	Dividends — $.625 per share													(22,128	)								(22,128	)
Balance at October 31, 2004				12,733			(323,531	)		12,253		174,440		558,620			(16,471	)		(1,978	)		403,333
	Net income													78,338									78,338
	Translation adjustments																(2,902	)					(2,902	)
	Minimum pension liability adjustment net of taxes of $3,949																(6,510	)					(6,510	)
		Total comprehensive income																					68,926
	Shares issued under company stock and employee benefit plans			(662	)		6,797					10,359								(2,246	)		14,910
	Tax benefit from stock option and restricted stock transactions											3,333											3,333
	Amortization of deferred stock-based compensation																			1,419			1,419
	Purchase of treasury shares			4,029			(137,631	)															(137,631	)
	Dividends — $.645 per share													(23,378	)								(23,378	)
Balance at October 30, 2005				16,100		$	(454,365	)	$	12,253	$	188,132	$	613,580		$	(25,883	)	$	(2,805	)	$	330,912

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

24

Consolidated Statements of Cash Flows

Years ended October 30, 2005, October 31, 2004 and November 2, 2003

				2005			2004			2003
(In thousands)
Cash flows from operating activities:
	Net income			$	78,338		$	63,334		$	35,160
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation			22,632			24,083			27,296
		Amortization			3,051			2,793			1,944
		Provision for losses on receivables			1,611			1,268			1,581
		Deferred income taxes			8,362			10,344			7,553
		Tax benefit from the exercise of stock options			3,333			3,605			—
		Other			(2,918	)		6,898			6,150
		Changes in operating assets and liabilities:
			Receivables		(9,660	)		(18,236	)		(6,893	)
			Inventories		3,686			(2,433	)		12,501
			Other current assets		545			326			(329	)
			Other noncurrent assets		(3,284	)		431			(373	)
			Accounts payable		(9,241	)		9,125			(2,499	)
			Income taxes payable		5,754			2,126			(1,944	)
			Accrued liabilities		6,076			6,804			5,759
			Customer advance payments		1,925			2,534			961
			Other noncurrent liabilities		8,621			(79	)		680
		Net cash provided by operating activities			118,831			112,923			87,547
Cash flows from investing activities:
	Additions to property, plant and equipment				(15,389	)		(11,437	)		(7,563	)
	Proceeds from sale of property, plant and equipment				322			128			228
	Consolidation of joint venture				—			295			—
	Acquisition of businesses, net of cash acquired				(557	)		(4,013	)		544
	Proceeds from sale of marketable securities				154,265			24,750			—
	Purchases of marketable securities				(105,076	)		(74,126	)		(2	)
		Net cash provided by (used in) investing activities			33,565			(64,403	)		(6,793	)
Cash flows from financing activities:
	Net proceeds from (repayment of) short-term borrowings				3,683			(50,102	)		(55,727	)
	Repayment of long-term debt				(4,290	)		(21,922	)		(9,055	)
	Repayment of capital lease obligations				(5,471	)		(4,698	)		(4,241	)
	Issuance of common shares				9,575			56,758			8,907
	Purchase of treasury shares				(132,159	)		(3,115	)		(73	)
	Dividends paid				(23,378	)		(22,128	)		(20,377	)
		Net cash used in financing activities			(152,040	)		(45,207	)		(80,566	)
Effect of exchange rate changes on cash					(263	)		918			885
Increase in cash and cash equivalents					93			4,231			1,073
	Cash and cash equivalents at beginning of year				11,176			6,945			5,872
	Cash and cash equivalents at end of year			$	11,269		$	11,176		$	6,945

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

25

Notes to Consolidated Financial Statements

In this annual report, all amounts related to U.S. 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.

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 noncontrolled 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 in the United States 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 2005, 2004 and 2003. To facilitate reporting of consolidated accounts, the fiscal year for most of the Company’s international operations ends on September 30. This one-month reporting lag will be eliminated in fiscal 2006.

Revenue recognition — Most of the Company’s 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. Revenues from contracts with multiple element arrangements, such as those including both installation and services, are recognized as each element is earned based on objective evidence of the relative fair value of each element. Revenues deferred in 2005 and 2004 were not material. Amounts received in excess of revenue recognized are included as deferred revenue in the accompanying balance sheets. A limited number of the Company’s large engineered systems sales contracts are accounted for using the percentage-of-completion method. The amount of revenue recognized in any accounting period is based on the ratio of actual costs incurred through the end of the period to total estimated costs at completion. Cost estimates are updated on a quarterly basis. During 2005, 2004 and 2003, the Company recognized approximately $5,000, $7,000 and $5,000, respectively, of revenue under the percentage-of-completion method. The remaining revenues are recognized upon delivery.

Shipping and handling costs — The Company records amounts billed to customers for shipping and handling as revenue. Shipping and handling expenses are included in cost of sales.

Advertising costs — Advertising costs are expensed as incurred and were $4,747 in 2005 ($4,651 in 2004 and $4,195 in 2003).

Research and development — Research and development costs are expensed as incurred and were $21,478 in 2005 ($22,947 in 2004 and $22,341 in 2003).

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. 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.

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.

26

Notes to Consolidated Financial Statements — Continued

Marketable securities — During fiscal 2004, the Company began investing in auction rate and variable rate demand obligation securities, which are associated with municipal bond offerings, and had final maturity dates ranging from 2016 to 2046. These securities were previously classified as cash and cash equivalents. The accompanying October 31, 2004 Consolidated Balance Sheet has been adjusted to reflect the reclassification of $49,075 in auction rate securities from cash and cash equivalents to marketable securities. This reclassification had no impact on the Company’s debt covenants or interest expense. All of these securities were sold during fiscal 2005.

At the end of fiscal 2005, marketable securities consisted primarily of certificates of deposit and other short-term notes with maturities greater than 90 days at date of purchase, and all contractual maturities were within one year or could be callable within one year.

The Company’s marketable securities are classified as available for sale and are recorded at quoted market prices that approximate cost.

Allowance for doubtful accounts — The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The amount of the allowance is determined principally on the basis of past collection experience and known factors regarding specific customers. Accounts are written off against the allowance when it becomes evident that collection will not occur.

Inventories — Inventories are valued at the lower of cost or market. Cost has been determined using the last-in, first-out (LIFO) method for 34 percent of consolidated inventories at October 30, 2005, and 38 percent at October 31, 2004. The first-in, first-out (FIFO) method is used for all other inventories. Liquidations decreased cost of goods sold by $7 in 2005 and $63 in 2003. Consolidated inventories would have been $8,484 and $8,762 higher than reported at October 30, 2005 and October 31, 2004, 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. Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. 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. Leasehold improvements are depreciated over the term of the lease or their useful lives, whichever is shorter. Useful lives are as follows:

Land Improvements	15-25 years
Buildings	20-40 years
Machinery and Equipment	3-12 years
Enterprise Management Systems	5-10 years

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. No interest was capitalized in 2005.

Goodwill and intangible assets — Goodwill assets are subject to impairment testing. Other intangible assets, which consist primarily of core/developed technology, noncompete agreements and patent costs, are amortized over their useful lives. At present, these lives range from five to 21 years.

27

Notes to Consolidated Financial Statements — Continued

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 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 adjustments are included in net income.

Comprehensive income — Accumulated other comprehensive loss at October 30, 2005 and October 31, 2004 consisted of:

	2005			2004
Net foreign currency translation adjustments	$	6,081		$	8,983
Minimum pension liability adjustments		(31,964	)		(25,454	)
	$	(25,883	)	$	(16,471	)

Warranties — The Company offers warranties to its customers depending on the specific product and terms of the customer purchase agreement. Most of the Company’s product warranties are customer specific. A typical warranty program requires that the Company repair or replace defective products within a specified time period from the date of delivery or first use. The Company records an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of the Company’s warranty provisions are adjusted as necessary. The liability for warranty costs is included in other accrued liabilities in the Consolidated Balance Sheet.

Following is reconciliation of the product warranty liability for 2005 and 2004:

	2005			2004
Balance at beginning of year	$	4,121		$	3,030
Accruals for warranties		4,210			4,165
Warranty payments		(3,799	)		(3,145	)
Currency adjustments		(127	)		71
Balance at end of year	$	4,405		$	4,121

Presentation — Certain 2004 and 2003 amounts have been reclassified to conform to 2005 presentation.

28

Notes to Consolidated Financial Statements — Continued

Note 2 — Accounting changes

In May 2004, the Financial Accounting Standards Board (“FASB”) issued Staff Position No. FSP 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” in response to a new law that provides prescription drug benefits under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Currently, Statement of Financial Accounting Standard No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (FAS 106) requires that changes in relevant law be considered in current measurement of postretirement benefit costs. In the third quarter of 2005, the Company’s actuary determined that the prescription drug benefit provided by the Company’s postretirement plan is considered to be actuarially equivalent to the benefit provided under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. The Company accounted for this benefit under the provisions of FAS 106. As a result, the Company’s accumulated postretirement benefit obligation was reduced by $10,456, with an expense reduction of approximately $1,651 in 2005.

In November 2004, the FASB issued Statement of Financial Accounting Standard No. 151, “Inventory Costs.” No. 151 amends Accounting Research Bulletin No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. This Statement requires that those items be recognized as current-period charges and requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The adoption of No. 151 is effective for fiscal years beginning after June 15, 2005. The Company has not yet determined the impact of adoption on its consolidated financial position or results of operations.

In December 2004, the FASB issued Statement of Financial Accounting Standard No. 123 (revised 2004), “Share-Based Payment.” This Statement replaces FASB Statement No. 123 and supercedes APB Opinion No. 25. No. 123(R) eliminates the ability to account for share-based compensation transactions using the intrinsic method currently used by the Company. No. 123(R) requires such transactions be accounted for using a fair-value-based method that would result in expense being recognized in the Company’s financial statements. The Company will be required to adopt No. 123(R) in the first quarter of fiscal 2006 as a result of an extension granted by the Securities and Exchange Commission on April 14, 2005. The adoption of No. 123(R) is expected to reduce quarterly earnings by approximately $.02 per share in 2006.

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations.” This interpretation states that the term “conditional asset retirement obligation” as used in paragraph A23 of SFAS No. 143 refers to a legal obligation to perform an asset retirement in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement obligation is unconditional even though uncertainty exists about the timing and (or) method of settlement. The effective date for adopting this interpretation is no later than the end of fiscal years ending after December 15, 2005. The Company has not yet determined the impact of adoption on its consolidated financial position or results of operations.

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections.” No. 154 replaces Accounting Principles Board Opinion No. 20, “Accounting Changes” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the accounting for and reporting of a change in accounting principle. The Statement applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement when specific transition provisions are not provided. The Statement requires retrospective application to prior periods’ financial statements for changes in accounting principle, unless it is impracticable to determine the period specific or cumulative effect of the change. The Statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

29

Notes to Consolidated Financial Statements — Continued

In June 2005, the FASB issued FSP FAS No. 143-1, “Accounting for Electronic Equipment Waste Obligations,” which addresses the accounting for obligations associated with Directive 2002/96/ EC, Waste Electrical and Electronic Equipment (the “Directive”), which was adopted by the European Union. FSP FAS No. 143-1 provides guidance on how to account for the effects of the Directive with respect to historical waste, which is defined as waste associated with products placed on the market on or before August 13, 2005. FSP FAS No. 143-1 is required to be applied to the later of the first reporting period ending after June 8, 2005, or the date of the adoption of the law by the applicable European Union Member State. The adoption of FSP FAS No. 143-1 will not have a material effect on the Company’s consolidated results of operations or financial condition.

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 2005, 2004 and 2003 was approximately $5,477, $4,552 and $4,084, respectively.

Pension and other postretirement plans — The Company has various pension plans covering a portion of the Company’s domestic and international 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. Employees hired after January 1, 2002 are not eligible to participate in this plan. 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.

The Company uses a measurement date of October 31 for the domestic pension and postretirement plans and September 30 for the international pension plans.

30

Notes to Consolidated Financial Statements — Continued

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

								Other Postretirement
		Pension Benefits						Benefits
		2005			2004			2005			2004
Change in benefit obligation:
Benefit obligation at beginning of year		$	168,639		$	150,310		$	37,032		$	33,412
	Service cost		5,806			5,056			1,011			1,147
	Interest cost		9,696			8,925			1,963			2,030
	Participant contributions		144			141			—			—
	Amendments		—			3,354			(1,112	)		(303	)
	Foreign currency exchange rate change		(1,355	)		1,960			—			—
	Actuarial loss		20,715			4,399			2,111			2,382
	Benefits paid		(5,658	)		(5,506	)		(1,441	)		(1,636	)
Benefit obligation at end of year		$	197,987		$	168,639		$	39,564		$	37,032
Change in plan assets:
Beginning fair value of plan assets		$	107,169		$	82,041		$	—		$	—
	Actual return on plan assets		8,515			8,049			—			—
	Company contributions		3,139			21,533			1,441			1,636
	Participant contributions		144			141			—			—
	Foreign currency exchange rate change		(470	)		911			—			—
	Benefits paid		(5,658	)		(5,506	)		(1,441	)		(1,636	)
Ending fair value of plan assets		$	112,839		$	107,169		$	—		$	—
Reconciliation of accrued cost:
Funded status of the plan		$	(85,148	)	$	(61,470	)	$	(39,564	)	$	(37,032	)
Unrecognized actuarial loss			69,557			50,728			21,274			20,199
Unamortized prior service cost			4,332			5,002			(4,534	)		(4,146	)
Accrued benefit cost		$	(11,259	)	$	(5,740	)	$	(22,824	)	$	(20,979	)
Reconciliation of amount recognized in financial statements:
Accrued benefit liability		$	(68,177	)	$	(52,505	)	$	(22,824	)	$	(20,979	)
Intangible asset			4,585			4,891			—			—
Accumulated other comprehensive income			52,333			41,874			—			—
Total amount recognized in financial statements		$	(11,259	)	$	(5,740	)	$	(22,824	)	$	(20,979	)

The accumulated benefit obligations for all pension plans was $180,712 at October 30, 2005 and $158,921 at October 31, 2004. Benefit obligations exceeded plan assets for all pension plans at the end of both years.

During 2005 and 2004, the Company recorded an additional minimum pension liability so that the recorded pension liability was at least equal to the accumulated benefit obligation. Amounts recorded in other comprehensive loss related to the minimum pension liability, net of tax, were $6,510 in 2005 and $2,651 in 2004.

31

Notes to Consolidated Financial Statements — Continued

In the third quarter of 2005, the Company’s actuary determined that the prescription drug benefit provided by the Company’s postretirement benefit plan is considered to be actuarially equivalent to the benefit provided under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. As such, the benefit was reflected as an actuarial gain. As a result, the Company’s accumulated postretirement benefit obligation was reduced by $10,456, with an expense reduction of approximately $1,651 in 2005.

Net pension and other postretirement benefit costs include the following components:

	Pension Benefits									Other Postretirement Benefits
	2005			2004			2003			2005			2004			2003
Service cost	$	5,806		$	5,056		$	4,305		$	1,011		$	1,147		$	1,026
Interest cost		9,696			8,925			8,301			1,963			2,030			1,931
Expected return on plan assets		(9,270	)		(8,353	)		(7,683	)		—			—			—
Amortization of prior service cost		384			395			242			(725	)		(589	)		(553	)
Amortization of transition obligation		—			50			130			—			—			—
Recognized net actuarial loss		2,492			1,513			455			1,036			1,079			941
Total benefit cost	$	9,108		$	7,586		$	5,750		$	3,285		$	3,667		$	3,345

The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of projected benefit obligation for the year listed and also the net periodic benefit cost for the following year.

	Pension Benefits									Other Postretirement Benefits
	2005			2004			2003			2005			2004			2003
Discount rate		5.4	%		5.8	%		5.9	%		5.8	%		6.0	%		6.3	%
Expected return on plan assets		8.1			8.2			8.1			—			—			—
Rate of compensation increase		3.3			3.4			3.3			—			—			—
Health care trend rate											10.0			8.0			7.8
Rate to which health care trend rate is assumed to decline (ultimate trend rate)											5.0			5.0			5.0
Year the rate reaches the ultimate trend rate											2011			2009			2008

The amortization of prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plans.

In determining the expected return on plan assets, the Company considers both historical performance and an estimate of future long-term rates of return on assets similar to those in the Company’s plans. The Company consults with and considers the opinions of financial and other professionals in developing appropriate return assumptions.

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 Increase		1% Point Decrease
Effect on total service and interest cost components in 2005	$	550	$	(437	)
Effect on postretirement obligation as of October 30, 2005	$	6,436	$	(5,199	)

32

Notes to Consolidated Financial Statements — Continued

The allocation of pension plan assets as of October 30, 2005 and October 31, 2004 is as follows:

			Actual Asset
			Allocation
			2005			2004
Asset Category
	Equity securities			58.9	%		54.5	%
	Debt securities			33.9			31.3
	Real estate			1.5			1.4
	Other			5.7			12.8
		Total		100.0	%		100.0	%

The Company’s investment objective for defined benefit plan assets is to meet the plans’ benefit obligations, while minimizing the potential for future required Company plan contributions. Investment policies and strategies are developed on a country-specific basis.

For the domestic plans, which comprise 87 percent of worldwide pension assets, the investment strategies focus on asset class diversification, liquidity to meet benefit payments and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by matching the actuarial projections of the plans’ future liabilities and benefit payments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. The target allocation is 50 to 70 percent equity securities and 30 to 50 percent debt securities. Plan assets are diversified across several investment managers and are generally invested in liquid funds that are selected to track broad market equity and bond indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to the investment guidelines established with each investment manager.

International plans comprise 13 percent of worldwide pension assets. The allocation of these assets in 2005 was: 26 percent equity securities, 16 percent debt securities, 9 percent real estate and 49 percent other assets.

At October 30, 2005 and October 31, 2004, the pension plans did not have any investment in the Company’s Common Shares. During 2004, the domestic plans sold 135 shares of the Company’s Common Shares that had been acquired in 2003. The plans did not receive dividends on the Company’s Common Shares in 2005. Dividends of $63 were received in 2004.

The Company’s contributions to the pension and postretirement plans in 2006 will be approximately $14,000.

Retiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:

				Other Postretirement Benefits
		Pension		With Medicare		Without Medicare
Fiscal Year		Benefits		Part D Subsidy		Part D Subsidy
2006		$	6,011	$	1,538	$	1,705
2007			6,065		1,545		1,780
2008			6,543		1,624		1,894
2009			9,014		1,744		2,054
2010			7,730		1,797		2,154
2011-2015			48,845		10,871		13,431
	Total	$	84,208	$	19,119	$	23,018

33

Notes to Consolidated Financial Statements — Continued

Note 4 — Income taxes

Income tax expense includes the following:

			2005			2004			2003
Current:
	U.S. federal		$	8,188		$	5,285		$	1,131
	State and local			823			44			(143	)
	Foreign			14,727			15,863			10,549
		Total current		23,738			21,192			11,537
Deferred:
	U.S. federal			6,356			7,246			5,540
	State and local			3,367			2,065			202
	Foreign			(523	)		(9	)		38
		Total deferred		9,200			9,302			5,780
			$	32,938		$	30,494		$	17,317

Foreign income tax expense includes a benefit related to the utilization of loss carryforwards of $578, $395 and $266 in 2005, 2004 and 2003, respectively.

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

		2005			2004			2003
Statutory federal income tax rate			35.00	%		35.00	%		35.00	%
	Extraterritorial income exclusion		(2.86	)		(3.73	)		(3.33	)
	Foreign tax rate variances, net of foreign tax credits		(4.86	)		(0.52	)		0.34
	State and local taxes, net of federal income tax benefit		2.44			2.20			0.08
	Amounts related to prior years		(0.02	)		(0.54	)		0.01
	Other — net		(0.10	)		0.09			0.90
Effective tax rate			29.60	%		32.50	%		33.00	%

The extraterritorial income exclusion allows a portion of certain income from export sales of goods manufactured in the U.S. to be excluded from taxable income. Included in foreign tax rate variances, net of foreign tax credits for 2005, is a benefit of $7,367 related to the reversal of a valuation allowance on foreign tax credit carryforwards that were utilized. These carryforwards were previously offset with a valuation allowance because the Company was uncertain they would be utilized before expiration.

Earnings before income taxes of international operations, which are calculated before intercompany profit elimination entries, were $37,009, $40,739 and $25,992 in 2005, 2004 and 2003, respectively. Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in those operations. These undistributed earnings aggregated approximately $101,839 and $81,346 at October 30, 2005 and October 31, 2004, respectively. Should these earnings be distributed, applicable foreign tax credits would substantially offset U.S. taxes due upon the distribution.

34

Notes to Consolidated Financial Statements — Continued

Significant components of the Company’s deferred tax assets and liabilities are as follows:

			2005			2004
Deferred tax assets:
	Sales to international subsidiaries and related consolidation adjustments		$	6,751		$	7,148
	Employee benefits			34,249			20,091
	Other accruals not currently deductible for taxes			13,514			25,148
	Tax credit and loss carryforwards			7,511			15,362
	Inventory adjustments			4,135			4,573
	Translation of foreign currency accounts			614			—
	Other — net			31			200
		Total deferred tax assets		66,805			72,522
		Valuation allowance		(6,421	)		(14,128	)
		Total deferred tax assets		60,384			58,394
Deferred tax liabilities:
	Depreciation			27,914			20,626
	Translation of foreign currency accounts			—			282
	Other — net			234			1,059
		Total deferred tax liabilities		28,148			21,967
	Net deferred tax assets		$	32,236		$	36,427

At October 30, 2005, the Company had $2,566 of tax credit carryforwards that will expire in years 2009 through 2015. At October 30, 2005, the Company had $49,554 state and $4,732 foreign operating loss carryforwards, of which $50,887 will expire in years 2006 through 2025, and $3,399 of which has an indefinite carryforward period. The net change in the valuation allowance was ($7,707) in 2005 and $1,559 in 2004. The valuation allowance of $6,421 at October 30, 2005 relates to tax credits and loss carryforwards that may expire before being realized.

Note 5 — Incentive compensation plans

The Company has two incentive compensation plans for executive officers. The Compensation Committee of the Board of Directors, composed of independent directors, approves participants in the plans and payments under the plans.

The annual awards under the management incentive compensation plan are based upon corporate and individual performance and are calculated as a percentage of base salary for each executive officer. In making awards under this plan for any particular year, the Committee may, however, choose to modify measures, change payment levels or otherwise exercise discretion to reflect the external economic environment and individual or Company performance. Compensation expense attributable to this plan was $4,432 in 2005, $3,965 in 2004, and $3,684 in 2003.

Under the long-term incentive compensation plan, executive officers receive cash or stock awards based solely on corporate performance measures over three-year performance periods. Cash 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 the Company achieves certain threshold performance objectives. The Committee may, however, choose to modify measures, change payment levels or otherwise exercise discretion to reflect the external economic environment and individual or Company performance. Compensation expense attributable to this plan was $4,237 in 2005, $7,004 in 2004, and $2,653 in 2003.

35

Notes to Consolidated Financial Statements — Continued

Note 6 — Details of balance sheet

		2005			2004
Receivables:
	Accounts	$	170,831		$	161,361
	Notes		11,087			13,004
	Other		4,814			4,817
			186,732			179,182
	Allowance for doubtful accounts		(5,072	)		(4,169	)
		$	181,660		$	175,013
Inventories:
	Finished goods	$	44,788		$	45,822
	Work-in-process		12,258			12,310
	Raw materials and finished parts		40,537			43,254
			97,583			101,386
	Obsolescence and other reserves		(7,231	)		(7,294	)
	LIFO reserve		(8,484	)		(8,762	)
		$	81,868		$	85,330
Property, plant and equipment:
	Land	$	6,977		$	6,384
	Land improvements		2,906			2,792
	Buildings		97,482			93,928
	Machinery and equipment		168,291			165,315
	Enterprise management system		30,002			27,809
	Construction-in-progress		5,103			2,478
	Leased property under capitalized leases		16,909			16,924
			327,670			315,630
	Accumulated depreciation and amortization		(217,139	)		(204,023	)
		$	110,531		$	111,607
Accrued liabilities:
	Salaries and other compensation	$	44,417		$	41,562
	Pension and retirement		12,884			4,092
	Taxes other than income taxes		6,657			7,724
	Other		38,819			39,027
		$	102,777		$	92,405

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 and residual guarantees.

Rent expense for all operating leases was approximately $10,243 in 2005, $10,462 in 2004, and $10,154 in 2003. Amortization of assets recorded under capital leases is recorded in depreciation expense.

36

Notes to Consolidated Financial Statements — Continued

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

		2005			2004
Transportation equipment		$	16,175		$	16,095
Other			734			829
Total capitalized leases			16,909			16,924
Accumulated amortization			(7,509	)		(8,098	)
	Net capitalized leases	$	9,400		$	8,826

At October 30, 2005, future minimum lease payments under noncancelable capitalized and operating leases are as follows:

		Capitalized		Operating
Fiscal year ending:
	2006	$	5,602	$	7,858
	2007		3,711		5,411
	2008		2,011		3,932
	2009		342		2,599
	2010		29		2,184
	Later years		18		2,096
Total minimum lease payments			11,713	$	24,080
Less amount representing executory costs			1,286
Net minimum lease payments			10,427
Less amount representing interest			1,027
Present value of net minimum lease payments			9,400
Less current portion			4,469
Long-term obligations at October 30, 2005		$	4,931

Note 8 — Notes payable

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

			2005			2004
Available bank lines of credit:
	Domestic banks		$	210,000		$	210,000
	Foreign banks			55,425			67,958
		Total	$	265,425		$	277,958
Outstanding notes payable:
	Domestic bank debt		$	4,800		$	—
	Foreign bank debt			13,593			15,301
		Total	$	18,393		$	15,301
Weighted-average interest rate on notes payable				2.7	%		2.7	%
Unused bank lines of credit			$	247,032		$	262,657

37

Notes to Consolidated Financial Statements — Continued

Included in the domestic available amount above is a $200,000 revolving credit agreement with a group of banks that began in 2004 and expires in 2009. Payment of quarterly 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.

Note 9 — Long-term debt

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

		2005		2004
Senior note, due 2007		$	50,000	$	50,000
Senior notes, due 2005-2011			95,285		100,384
Five-year term loan			8,000		8,000
Leasehold improvements financing note, due 2006			1,821		1,939
			155,106		160,323
Less current maturities			53,686		12,290
	Total	$	101,420	$	148,033

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 2005-2011 — These notes, with a group of insurance companies, have a weighted-average, fixed-interest rate of 7.02 percent and had an original weighted-average life of 6.5 years at the time of issuance in 2001. During 2004 the Company entered into an interest rate swap to convert $40,000 of 6.79 percent fixed rate debt due in May 2006 to variable rate debt. The variable rate is reset semiannually, and at October 30, 2005, the rate was 7.27 percent.

Five-year term loan — This loan is payable in five annual installments of $8,000 beginning on October 31, 2001, with interest payable quarterly. The interest rate, which is adjusted based on the Company’s performance, was 7.27 percent at October 30, 2005.

Leasehold improvements financing note, due 2006 — This note partially funded the leasehold improvements for a sales and demonstration facility in Japan built in 1996. The principal balance is Japanese Yen 200,000 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 semiannually, and at October 30, 2005, the Company’s effective borrowing rate was negative ..30 percent.

Annual maturities — The annual maturities of long-term debt for the five fiscal years subsequent to October 30, 2005, are as follows: $53,686 in 2006; $54,290 in 2007; $24,290 in 2008; $4,290 in 2009; and $4,290 in 2010.

38

Notes to Consolidated Financial Statements — Continued

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 receivables, payables, intercompany receivables, intercompany 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) in the Consolidated Statement of Income. A loss of $2,573 was recognized from changes in fair value of these contracts for the year ended October 30, 2005. A gain of $807 and a loss of $105 were recognized from changes in fair value of these contracts for the years ended October 31, 2004, and November 2, 2003, respectively.

At October 30, 2005, the Company had outstanding forward exchange contracts that mature at various dates through January 2006. The following table summarizes, by currency, the Company’s forward exchange contracts:

		Sell				Buy
		Notional		Fair Market		Notional		Fair Market
		Amounts		Value		Amounts		Value
October 30, 2005 contract amounts:
	Euro	$	6,259	$	6,095	$	68,505	$	67,486
	British pound		1,087		1,058		8,553		8,388
	Japanese yen		2,513		2,422		17,526		17,049
	Others		2,803		2,771		12,343		12,194
	Total	$	12,662	$	12,346	$	106,927	$	105,117
October 31, 2004 contract amounts:
	Euro	$	8,001	$	8,209	$	50,347	$	51,433
	British pound		1,831		1,839		8,435		8,489
	Japanese yen		3,195		3,182		14,737		14,657
	Others		3,939		4,055		11,933		11,965
	Total	$	16,966	$	17,285	$	85,452	$	86,544

The Company also uses foreign denominated fixed-rate debt and intercompany foreign currency transactions of a long-term investment nature to hedge 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 30, 2005, and October 31, 2004, a net loss of $723 and a net gain of $1,175, 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 entered into two interest rate swaps that convert fixed rate debt to variable rate debt. A swap related to a Japanese Yen 200,000 leasehold improvement note was entered into in 1996, and a swap related to a $40,000 senior note was entered into in 2004. The swaps have been designated as fair-value hedges, and the derivatives qualify for the short-cut method. The swaps are recorded with a fair market value of ($366) in the October 30, 2005 Consolidated Balance Sheet and $505 in the October 31, 2004 Consolidated Balance Sheet.

The Company is exposed to credit-related losses in the event of nonperformance 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 30, 2005, there were no significant concentrations of credit risk. The Company does not use financial instruments for trading or speculative purposes.

39

Notes to Consolidated Financial Statements — Continued

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

	2005
	Carrying
	Amount			Fair Value
Cash and cash equivalents	$	11,269		$	11,269
Marketable securities		215			215
Notes payable		(18,393	)		(18,393	)
Long-term debt		(155,106	)		(160,431	)
Forward exchange contracts		(1,487	)		(1,487	)
Interest rate swaps		(366	)		(366	)

	2004
	Carrying
	Amount			Fair Value
Cash and cash equivalents	$	11,176		$	11,176
Marketable securities		49,403			49,403
Notes payable		(15,301	)		(15,301	)
Long-term debt		(160,323	)		(172,369	)
Forward exchange contracts		1,086			1,086
Interest rate swaps		505			505

The Company used the following methods and assumptions 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 Series A convertible preferred shares without par value. No preferred shares were outstanding in 2005, 2004 or 2003.

Common — The Company has 80,000 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. At October 30, 2005, and October 31, 2004, there were 49,011 Common Shares issued. At October 30, 2005, and October 31, 2004, the number of outstanding Common Shares, net of treasury shares, was 32,911 and 36,278, respectively. In the fourth quarter of 2005, the Company repurchased 3,658 of its Common Shares from the trustee of numerous trusts established by Evan W. Nord. Treasury shares are reissued using the first-in, first-out method.

40

Notes to Consolidated Financial Statements — Continued

Note 12 — Company stock plans

Long-term performance plan — The Company’s long-term performance plan, approved by the Company’s shareholders in 2004, 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 end of fiscal 2005, there were 1,152 shares available for grant in 2006.

Stock options — Nonqualified or incentive stock options may be granted 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 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 of the Company.

Summarized transactions are as follows:

					Weighted-Average
		Number of			Exercise Price
		Options			Per Share
Outstanding at November 3, 2002			6,022		$	25.63
	Granted		473		$	26.78
	Exercised		(333	)	$	26.28
	Forfeited or expired		(207	)	$	26.49
Outstanding at November 2, 2003			5,955		$	25.65
	Granted		441		$	27.71
	Exercised		(2,547	)	$	26.50
	Forfeited or expired		(26	)	$	26.56
Outstanding at October 31, 2004			3,823		$	25.33
	Granted		343		$	37.04
	Exercised		(592	)	$	24.86
	Forfeited or expired		(85	)	$	28.73
Outstanding at October 30, 2005			3,489		$	26.48
Exercisable at November 2, 2003			4,424		$	25.74
Exercisable at October 31, 2004			2,483		$	24.79
Exercisable at October 30, 2005			2,450		$	25.22

Summarized information on currently outstanding options follows:

	Range of Exercise Price
	$20 - $25		$26 - $30		$31 - $35
Number outstanding		1,625		1,483		381
Weighted-average remaining contractual life, in years		4.3		6.3		8.0
Weighted-average exercise price	$	22.82	$	27.94	$	36.37
Number exercisable		1,427		944		79
Weighted-average exercise price	$	22.76	$	28.21	$	33.82

41

Notes to Consolidated Financial Statements — Continued

As discussed in Note 2, the Company accounts for its stock option plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees.” No stock option expense is reflected in net income, as all options granted under these plans had an exercise price equal to the fair market value of the underlying Common Shares on the date of grant. Tax benefits arising from the exercise of nonqualified stock options are recognized when realized and credited to capital in excess of stated value.

The following table shows pro forma information regarding net income and earnings per share as if the Company had accounted for 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. The proforma information for 2004 and 2003 has been modified to be consistent with the methodology used to calculate the 2005 amounts.

		2005			2004			2003
Net income, as reported			$78,338			$63,334			$35,160
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax			(3,777	)		(2,920	)		(3,579	)
Pro forma net income			$74,561			$60,414			$31,581
Earnings per share:
	Basic — as reported		$2.19			$1.78			$1.04
	Basic — pro forma		$2.09			$1.70			$0.94
	Diluted — as reported		$2.14			$1.73			$1.04
	Diluted — pro forma		$2.04			$1.65			$0.93
Weighted-average fair value of options granted during the year			$12.08			$8.57			$6.98
Risk-free interest rate			3.87-3.88	%		3.88	%		3.18-3.68	%
Expected life of option, in years			7			7			7
Expected dividend yield			1.71	%		2.19	%		2.26	%
Expected volatility			0.30			0.30			0.29

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that 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.

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 2005, 2004 and 2003.

Limited stock appreciation rights that become exercisable upon the occurrence of events that involve or may result in a change of control of the Company have been granted with respect to 3,489 shares.

42

Notes to Consolidated Financial Statements — Continued

Restricted stock — The Company may grant restricted stock to employees and directors of the Company. 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 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 stock are recognized when realized and credited to capital in excess of stated value. In 2005, there were 66 restricted shares granted at a weighted-average fair value of $36.82 per share (66 and $29.00 in 2004 and 58 and $23.41 in 2003). Net amortization was $1,419 in 2005 ($946 in 2004 and $575 in 2003).

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 2005, 2004 and 2003.

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 $175.00 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. The rights plan was amended and restated in May 2003.

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 $1.00 per share.

The rights may be redeemed by the Company at a price of $.01 per right at any time prior to a “flip-in” event, or expiration of the rights on October 31, 2007.

On December 7, 2005, the Board of Directors adopted a resolution authorizing the termination of the Restated Shareholder Rights Plan effective December 31, 2005.

Shares reserved for future issuance — At October 30, 2005, there were 79,210 of the Company’s Common Shares reserved for future issuance through the exercise of outstanding options or rights, including 74,747 shares under the restated shareholder rights plan, which was terminated in December 2005.

Note 13 — Nonrecurring charges

During the fourth quarter of 2005, the Company announced a number of restructuring actions to improve performance and reduce costs in its finishing and coating segment. These actions, which include operational consolidations and approximately 60 personnel reductions, will be substantially completed by the end of the second quarter of fiscal 2006. As a result of these actions, resources will be more effectively aligned with shifting patterns of global demands, enabling the segment to operate both with lower costs and better capability to serve customers in the faster growing emerging markets. The Company expects that total restructuring costs will be approximately $3,100, of which $875 was recorded in the fourth quarter of 2005. Substantially all of the $3,100 of expense is associated with cash expenditures for severance payments to terminated employees. Cash of $4 was paid during the fourth quarter of 2005.

During the fourth quarter of 2004, the Company disposed of a minority equity investment that resulted in a pretax loss of $3,288 ($2,257 after tax), which was recorded in other expense.

During 2003, the Company recognized severance and restructuring costs of $2,028 ($1,359 after tax, or $.04 per share), primarily related to severance payments to approximately 70 employees of the finishing and coating and the advanced technology segments in North America. The unpaid balance of $183 at November 2, 2003, was paid in 2004.

43

Notes to Consolidated Financial Statements — Continued

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 goodwill. Operating results of acquisitions are included in the Consolidated Statement of Income from the respective dates of acquisition.

In March 2005 the Company acquired full ownership of H.P. Solutions Inc., d/b/a H.F. Johnson Manufacturing Co., a California machining company that performed services for the Company’s Asymtek business. The cost of the acquisition was $567, which was allocated to net tangible assets.

In April 2004, the Company acquired full ownership of W. Puffe Technologie, a German manufacturer of hot melt adhesive dispensing systems for the textile, aerospace, life science, automotive, construction and baby diaper industries, with annual sales of approximately $6,000. The cost of the acquisition was $4,473, which was allocated to net tangible assets of $1,498, intangible assets of $570 and tax-deductible goodwill of $2,405. The intangible assets consist of patents, which are being amortized over an average of 14 years, and a noncompete agreement, which will be amortized over two years.

In March 2003, the Company acquired full ownership interest in land and a building owned by a partnership that leased office and manufacturing space to the Company. The real estate is located in Duluth, Georgia, and serves as the worldwide headquarters for the Company’s adhesives businesses. As a result, the Company assumed $10,704 of debt owed by the partnership, real estate with a net book value of $10,270, cash and other current liabilities. Previously, the Company had leased the property under an operating lease with a partnership in which the Company was a partner.

Assuming these acquisitions had taken place at the beginning of 2003, proforma results would not have been materially different.

Note 15 — Supplemental information for the statement of cash flows

		2005			2004			2003
Cash operating activities:
	Interest paid	$	13,683		$	15,654		$	18,188
	Income taxes paid		15,175			15,555			12,749
Non-cash investing and financing activities:
	Capitalized lease obligations incurred	$	6,958		$	5,614		$	5,223
	Capitalized lease obligations terminated		854			424			864
	Shares acquired and issued through exercise of stock options		5,472			11,081			4,794
Non-cash assets and liabilities of businesses acquired:
	Working capital	$	(27	)	$	145		$	(147	)
	Property, plant and equipment		743			1,615			10,297
	Intangibles and other		—			2,975			10
	Long-term debt and other liabilities		(159	)		(722	)		(10,704	)
		$	557		$	4,013		$	(544	)

44

Notes to Consolidated Financial Statements — Continued

Note 16 — Operating segments and geographic area data

The Company conducts business across three primary business segments: Adhesive Dispensing and Nonwoven Fiber Systems, Advanced Technology Systems and Finishing and Coating Systems. The composition of segments and measure of segment profitability is consistent with that used by the Company’s chief operating decision maker. The primary 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 of the Condensed 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.

Nordson products are used around the world in the appliance, automotive, bookbinding, container, converting, electronics, food and beverage, furniture, life sciences, medical, metal finishing, nonwovens, packaging, semiconductor and other diverse industries. Nordson sells its products primarily through a direct, geographically dispersed sales force.

No single customer accounted for more than 5 percent of the Company’s sales in 2005, 2004 or 2003.

The following table presents information about Nordson’s reportable segments:

		Adhesive				Finishing
		Dispensing and		Advanced		and
		Nonwoven Fiber		Technology		Coating			Corporate			Total
Year ended October 30, 2005
	Net external sales	$	501,665	$	197,370	$	140,127		$	—		$	839,162
	Depreciation		11,402		3,427		3,666			4,137			22,632
	Operating profit		97,553		41,696		1,234	(a)		(18,816	)		121,667
	Identifiable assets(b)		211,794		69,926		53,256			497,021	(c)		831,997
	Expenditures for long-lived assets (d)		7,711		2,453		2,317			2,908			15,389
Year ended October 31, 2004
	Net external sales	$	497,699	$	164,901	$	130,944		$	—		$	793,544
	Depreciation		11,508		3,851		3,871			4,853			24,083
	Operating profit		97,904		30,229		2,466			(20,129	)		110,470
	Identifiable assets(b)		221,808		53,920		58,161			537,443	(c)		871,332
	Expenditures for long-lived assets (d)		5,292		1,808		1,587			2,750			11,437
Year ended November 2, 2003
	Net external sales	$	426,204	$	128,421	$	112,722		$	—		$	667,347
	Depreciation		12,019		4,731		4,000			6,546			27,296
	Operating profit		73,302		14,502		707			(20,290	) (e)		68,221
	Identifiable assets(b)		203,634		55,968		49,438			482,185	(c)		791,225
	Expenditures for long-lived assets (d)		4,417		1,329		1,133			684			7,563

(a)  Includes $875 of severance and restructuring charges.

(b)  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.

(c)  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.

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

(e)  Includes $2,028 of severance and restructuring charges. These charges were not allocated to reportable segments for management reporting purposes.

45

Notes to Consolidated Financial Statements — Continued

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

		2005		2004		2003
Net external sales
	United States	$	280,542	$	266,050	$	245,918
	Americas		59,391		51,390		42,340
	Europe		298,828		296,067		244,709
	Japan		89,782		87,477		73,333
	Asia Pacific		110,619		92,560		61,047
Total net external sales		$	839,162	$	793,544	$	667,347
Long-lived assets
	United States	$	84,433	$	86,832	$	94,044
	Americas		1,615		1,329		1,356
	Europe		15,398		15,979		13,848
	Japan		3,079		3,559		3,675
	Asia Pacific		6,006		3,908		2,332
Total long-lived assets		$	110,531	$	111,607	$	115,255

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

	2005			2004			2003
Total profit for reportable segments	$	121,667		$	110,470		$	68,221
Interest expense		(13,825	)		(15,432	)		(18,063	)
Interest and investment income		1,864			1,350			889
Other-net		1,570			(2,560	)		1,430
Consolidated income before income taxes	$	111,276		$	93,828		$	52,477

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

	2005			2004			2003
Total assets for reportable segments	$	831,997		$	871,332		$	791,225
Plus: customer advance payments		10,850			8,921			6,229
Eliminations		(54,321	)		(39,705	)		(30,648	)
Total consolidated assets	$	788,526		$	840,548		$	766,806

46

Notes to Consolidated Financial Statements — Continued

Note 17 — Goodwill and other intangible assets

Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. Estimates of future cash flows, discount rates and terminal value amounts are used to determine the estimated fair value of the reporting units. The results of the Company’s analyses indicated that no reduction of goodwill is required.

Changes in the carrying amount of goodwill for 2005 by operating segment are as follows:

		Adhesive
		Dispensing
		and						Finishing
		Nonwoven			Advanced			and
		Fiber			Technology			Coating			Total
Balance at October 31, 2004		$	30,715		$	297,506		$	3,438		$	331,659
	Currency effect		(169	)		(92	)		(42	)		(303	)
Balance at October 30, 2005		$	30,546		$	297,414		$	3,396		$	331,356

Information regarding the Company’s intangible assets subject to amortization is as follows:

		October 30, 2005
		Carrying		Accumulated
		Amount		Amortization		Net Book Value
Core/developed technology		$	10,400	$	3,543	$	6,857
Noncompete agreements			4,070		1,649		2,421
Patent costs			2,955		1,956		999
Other			6,422		5,827		595
	Total	$	23,847	$	12,975	$	10,872

		October 31, 2004
		Carrying		Accumulated
		Amount		Amortization		Net Book Value
Core/developed technology		$	10,400	$	2,667	$	7,733
Noncompete agreements			4,079		1,430		2,649
Patent costs			2,966		1,628		1,338
Other			6,332		5,612		720
	Total	$	23,777	$	11,337	$	12,440

At October 30, 2005, $4,585 of intangible assets related to a minimum pension liability for the Company’s pension plans were not subject to amortization. The amount at October 31, 2004 was $4,891.

Amortization expense for 2005 and 2004 was $1,769 and $1,846, respectively. Estimated amortization expense for each of the five succeeding fiscal years is as follows:

Fiscal Year	Amounts
2006	$	1,692
2007	$	1,512
2008	$	1,503
2009	$	1,209
2010	$	1,098

47

Notes to Consolidated Financial Statements — Continued

Note 18 — Quarterly financial data (unaudited)

	First		Second		Third		Fourth
2005:
Sales	$	190,166	$	207,623	$	201,570	$	239,803
Cost of sales		83,625		92,068		87,748		107,857
Net income		14,366		17,478		18,591		27,903
Earnings per share:
Basic	$	.40	$	.48	$	.51	$	.82
Diluted		.39		.47		.50		.80
2004:
Sales	$	170,640	$	196,602	$	197,949	$	228,353
Cost of sales		77,767		83,976		85,835		106,735
Net income		9,664		16,673		17,274		19,723
Earnings per share:
Basic	$	.28	$	.47	$	.48	$	.55
Diluted		.27		.46		.47		.53

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 2005 do not equal the annual per-share amounts because of the timing of stock repurchases.

In the third quarter of 2005, the Company’s actuary determined that the prescription drug benefit provided by the Company’s postretirement plan is considered to be actuarially equivalent to the benefit provided under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. As a result, the Company’s postretirement benefit expense was reduced by $1,238 in the third quarter. This gain was partially offset by actuarial losses from demographic and from claim and underwriting sources.

Also, in the third quarter of 2005, the Company determined that it would be able to reverse a valuation allowance on foreign tax credit carryovers, resulting in a $3,900 reduction in a deferred tax valuation allowance. The Company also determined that an increase in the provision for foreign and U.S. state income taxes was necessary, which resulted in additional income tax expense of $1,500. As a result of a recent change in the Ohio Tax Law, the Company also wrote down a deferred state income tax benefit of $500.

During the fourth quarter of 2005, the Company recognized pretax severance and restructuring charges of $875.

During the fourth quarter of 2004, the Company disposed of a minority equity investment that resulted in a pre-tax loss of $3,288 ($2,257 after tax), which was recorded in other expense.

Note 19 — Guarantees

The Company has issued guarantees to two banks to support the short-term borrowing facilities of a 49 percent-owned South Korean joint venture/distributor of the Company’s products. One guarantee is for Korean Won 3,000,000 (approximately $2,874) secured by land and building and expires on January 31, 2006. The other is a continuing guarantee for $2,300.

48

Notes to Consolidated Financial Statements — Continued

In 2004, the Company issued a guarantee to a U.S. bank related to a five-year trade financing agreement for a sale to a customer in Turkey. The loan is secured by collateral with a current value well in excess of the amount due. The guarantee would be triggered upon a payment default by the customer to the bank. The amount of the guarantee at October 30, 2005 was Euro 1,800 (approximately $2,172) and is declining ratably as semiannual principal payments are made by the customer. The Company has recorded $1,045 in accrued liabilities related to this guarantee. The recorded amount is being reduced as the customer makes payments.

Note 20 — Contingencies

The Company is 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, it is the Company’s opinion, after consultation with legal counsel, that resolutions of these matters are not expected to result in a material effect on its financial condition, quarterly or annual operating result or cash flows.

Environmental – The Company has voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with (1) a feasibility study and remedial investigation (“FS/ RI”) for the City of New Richmond municipal landfill and (2) providing clean drinking water to the affected down gradient residential properties through completion of the FS/ RI phase of the project. The FS/ RI is expected to be completed in fiscal 2006. The Company has committed $1,079 towards completing the FS/ RI phase of the project and providing clean drinking water. This amount has been recorded in the Company’s financial statements in selling and administrative expenses. Against this commitment, the Company has made payments of $829 through the end of fiscal 2005. The remaining amount of $250 is recorded in accrued liabilities in the October 30, 2005 Consolidated Balance Sheet. The total cost of the Company’s share for remediation efforts will not be ascertainable until the FS/ RI is completed and a remediation plan is approved by the Wisconsin Department of Natural Resources, which is anticipated to occur in fiscal 2006. However, based upon current information, the Company does not expect that the costs associated with remediation will have a material adverse effect on its financial condition or results of operations.

The European Union (“EU”) has adopted two Directives to facilitate the recycling of electrical and electronic equipment sold in the EU. The first of these is the Waste Electrical and Electronic Equipment (“WEEE”) Directive, which directs EU Member States to enact laws, regulations and administrative provisions to ensure that producers of electrical and electronic equipment provide for the financing of the collection, treatment, recovery and environmentally sound disposal of WEEE from products placed on the market after August 13, 2005 and from products in use prior to that date that are being replaced. In accordance with the WEEE directive, the Company has identified and labeled its products that are affected by the regulations adopted by Member States. The Company also has developed a strategy to support recycling of the electrical and electronic equipment and has created a section on its Web site to provide customers with information on how to return WEEE-labeled products for proper recycling.

The second of these Directives is the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) Directive. The RoHS Directive addresses the restriction on use of certain hazardous substances such as mercury, lead, cadmium and hexavalent cadmium in electrical and electronic equipment placed on the market after July 1, 2006. The Company has committed to design its future products to meet the standards established by the RoHS Directive.

As of October 30, 2005, EU Member States continue to develop legislation to implement these Directives. Costs incurred in the fourth quarter of 2005 were not material, but the future cost to the Company to comply with the Directives and Member States’ legislation will not be quantifiable until Member States have fully implemented the Directives.

49

Management’s Report on Internal Control Over Financial Reporting

The management of Nordson Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework, Nordson’s management assessed the effectiveness of the Company’s internal control over financial reporting as of October 30, 2005.

Based on our assessment, management concluded that the Company’s internal control over financial reporting was effective as of October 30, 2005.

The Company’s independent auditors, Ernst & Young LLP, have issued an audit report on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and on the effectiveness of internal control over financial reporting of the Company as of October 30, 2005. This report is included herein.

/s/ Edward P. Campbell	/s/ Peter. S. Hellman	/s/ Nicholas D. Pellecchia
Chairman of the Board and Chief Executive Officer December 13, 2005	President, Chief Financial and Administrative Officer December 13, 2005	Vice President, Finance and Controller December 13, 2005

50

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Nordson Corporation

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Nordson Corporation maintained effective internal control over financial reporting as of October 30, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Nordson Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Nordson Corporation maintained effective internal control over financial reporting as of October 30, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Nordson Corporation maintained, in all material respects, effective internal control over financial reporting as of October 30 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Nordson Corporation as of October 30, 2005, and October 31, 2004, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended October 30, 2005 and our report dated December 13, 2005 expressed an unqualified opinion thereon.

Cleveland, Ohio

December 13, 2005

51

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Nordson Corporation

We have audited the accompanying consolidated balance sheets of Nordson Corporation as of October 30, 2005, and October 31, 2004, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended October 31, 2004. Our audits also included the financial statement schedules listed in the Index at Item 15(a)(2) and (d). These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 30, 2005 and October 31, 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended October 30, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Nordson Corporation’s internal control over financial reporting as of October 30, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 13, 2005 expressed an unqualified opinion thereon.

Cleveland, Ohio

December 13, 2005

Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. The Company’s management with the participation of its Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, has reviewed and evaluated the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15e) as of October 30, 2005. Based on that evaluation, the Company’s management, including its CEO and CFO, have concluded that the Company’s disclosure controls and procedures were effective as of October 30, 2005 in ensuring that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

52

(b) Management’s report on internal control over financial reporting. The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this Annual Report on Form 10-K.

(c) Changes in internal control over reporting. There were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter of the fiscal year ended October 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

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” of the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders. Information regarding the Company’s Audit Committee financial expert is incorporated by reference to the caption “Election of Directors” of the definitive Proxy Statement for the 2006 Annual Meeting of Shareholders.

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.”

The Company has adopted a code of ethics for all employees and directors, including the principal executive officer, other executive officers, principal finance officer and other finance personnel. A copy of the code of ethics is available free of charge on the Company’s Web site at www.nordson.com. The Company intends to satisfy its disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of the Company’s code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on its Web site.

Item 11.  Executive Compensation

The Company incorporates herein by reference the information appearing under the caption “Compensation of Directors,” and information pertaining to compensation of executive officers appearing under the captions “Summary Compensation Table,” “Option/ SAR Grants in Last Fiscal Year,” “Long-Term Incentive Compensation,” “Aggregated Option/ SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/ SAR Values,” “Salaried Employees’ Pension Plan,” and “Excess Defined Benefit Pension Plan and Excess Defined Contribution Retirement Plan” in the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The Company incorporates herein by reference the information appearing under the caption “Ownership of Nordson Common Shares” in the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders.

53

Equity Compensation Table

The following table sets forth information regarding the Company’s equity compensation plans in effect as of October 30, 2005.

					Number of securities
					remaining available for
					future issuance under
	Number of securities to be		Weighted-average		equity compensation plans
	issued upon exercise of		exercise price of		(excluding securities
	outstanding options,		outstanding options,		reflected in first reporting
Plan category	warrants and rights		warrants and rights		column)
Equity compensation plans approved by security holders		3,489	$	26.48		1,152
Equity compensation plans not approved by security holders		—		—		—
Total		3,489	$	26.48		1,152

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.

Item 13.  Certain Relationships and Related Transactions

The Company incorporates herein by reference the information appearing under the caption “Agreements with Officers and Directors” in the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders. There are no other transactions that require disclosure pursuant to Item 404 of Regulation S-K.

William D. Ginn, a director of the Company, is a retired partner with the law firm of Thompson Hine LLP. Thompson Hine LLP has in the past provided and continues to provide legal services to the Company.

Item 14.  Principal Accounting Fees and Services

The Company incorporates herein by reference the information appearing under the caption “Independent Auditors” in the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders.

PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)(1). Financial Statements

The financial statements listed in the accompanying index to financial statements are included in Part II, Item 8.

(a)(2) and (c). Financial Statement Schedules

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ending October 30, 2005.

No other 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 (b). Exhibits

The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.

54

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 13, 2006

By: /s/ PETER S. HELLMAN

Peter S. Hellman

President, Chief Financial and

Administrative Officer

/s/ NICHOLAS D. PELLECCHIA

Nicholas D. Pellecchia

Vice President, Finance and Controller

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/ EDWARD P. CAMPBELL Edward P. Campbell Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	January 13, 2006
/s/ PETER S. HELLMAN Peter S. Hellman Director, President, Chief Financial and Administrative Officer (Chief Financial Officer)	January 13, 2006
/s/ NICHOLAS D. PELLECCHIA Nicholas D. Pellecchia Vice President, Finance and Controller (Chief Accounting Officer)	January 13, 2006
/s/ WILLIAM W. COLVILLE William W. Colville Director	January 13, 2006
/s/ WILLIAM D. GINN William D. Ginn Director	January 13, 2006
/s/ STEPHEN R. HARDIS Stephen R. Hardis Director	January 13, 2006
/s/ DR. DAVID W. IGNAT Dr. David W. Ignat Director	January 13, 2006

55

Signatures — Continued

/s/ JOSEPH P. KEITHLEY Joseph P. Keithley Director	January 13, 2006
/s/ WILLIAM P. MADAR William P. Madar Director	January 13, 2006
/s/ MARY G. PUMA Mary G. Puma Director	January 13, 2006
/s/ WILLIAM L. ROBINSON William L. Robinson Director	January 13, 2006
/s/ BENEDICT P. ROSEN Benedict P. Rosen Director	January 13, 2006

56

Schedule II — Valuation and Qualifying Accounts and Reserves

	Balance at									Balance
	Beginning		Charged to				Currency			at End
	of Year		Expense		Deductions		Effects			of Year
(In thousands)
Allowance for Doubtful Accounts
Fiscal 2003	$	3,781		1,581		1,462		352		$	4,252
Fiscal 2004	$	4,252		1,268		1,538		187		$	4,169
Fiscal 2005	$	4,169		1,611		658		(50	)	$	5,072
Inventory Obsolescence and Other Reserves
Fiscal 2003	$	26,126		2,670		22,766		1,096		$	7,126
Fiscal 2004	$	7,126		4,481		4,697		384		$	7,294
Fiscal 2005	$	7,294		2,905		2,827		(141	)	$	7,231
Warranty Accrual
Fiscal 2003	$	2,767		2,942		2,799		120		$	3,030
Fiscal 2004	$	3,030		4,165		3,145		71		$	4,121
Fiscal 2005	$	4,121		4,210		3,799		(127	)	$	4,405

57

NORDSON CORPORATION

Index to Exhibits

(Item 15(a) (3))

Exhibit
Number	Description
(3)	Articles of Incorporation and By-Laws
3-a	1989 Amended Articles of Incorporation
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 October 31, 2004)
(4)	Instruments Defining the Rights of Security Holders, including indentures
4-a	$200 million Credit Agreement between Nordson Corporation and various financial institutions (incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated October 19, 2004)
4-b	Second Restated Rights Agreement between Nordson Corporation and National City Bank, Rights Agent (incorporated herein by reference to Exhibit 4-b to Registrant’s Annual Report on Form 10-K for the year-ended November 2, 2003)
4-c	$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 2004 Management Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated November 8, 2004) *
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-b-1	Nordson Corporation 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10-1 to Registrant’s Form 10-Q for the quarter-ended January 30, 2005)*
10-c	Indemnity Agreement (incorporated herein by reference to Exhibit 10-c to Registrant’s Annual Report on Form 10-K for the year-ended October 28, 2001) *
10-d	Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year-ended November 2, 2003) *
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-d-2	Nordson Corporation 2005 Excess Defined Contribution Benefit Plan *
10-e	Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e to Registrant’s Annual Report on Form 10-K for the year-ended November 2, 2003)*
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)*
10-e-3	Nordson Corporation 2005 Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-2 to Registrant’s Form 10-Q for the quarter-ended January 30, 2005)*
10-f	Employment Agreement between the Registrant and Edward P. Campbell (incorporated herein by reference to Exhibit 10-f to Registrant’s Annual Report on Form 10-K for the year-ended October 31, 2004) *
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-g-1	Nordson Corporation 2004 Long-Term Performance Plan (incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated November 8, 2004)*

58

Index to Exhibits — Continued

Exhibit
Number	Description
10-h	Nordson Corporation Assurance Trust Agreement (incorporated herein by reference to Exhibit 10-h to Registrant’s Annual Report on Form 10-K for the year-ended October 31, 2004) *
10-h-1	Employment Agreement (Change in Control) between the Registrant and Edward P. Campbell (incorporated herein by reference to Exhibit 10-h-1 to Registrant’s Annual Report on Form 10-K for the year-ended October 31, 2004) *
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-h-2 to Registrant’s Annual Report on Form 10-K for the year-ended October 31, 2004)*
10-i	Stock Redemption Agreement between the Registrant and Russell L. Bauknight dated August 26, 2005
10-j	Release of Claims Agreement between the Registrant and Mark G. Gacka (incorporated herein by reference to Exhibit 99 to Registrant’s Form 8-K dated September 13, 2005)
10-k	Compensation Committee Rules of the Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-3 to Registrant’s Form 10-Q for the quarter-ended January 30, 2005)*
(21)	Subsidiaries of the Registrant
(23)	Consent of Independent Auditors
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(99)	Additional Exhibits
99-a	Form S-8 Undertakings (Nos. 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.

59 EX-3.A 2 l17741aexv3wa.htm EXHIBIT 3-A 1989 AMENDED ARTICLES OF INCORPORATION

Exhibit 3-a

NORDSON CORPORATION
1989
AMENDED ARTICLES OF INCORPORATION

          FIRST. The name of the Corporation is NORDSON CORPORATION.

          SECOND. The place in the State of Ohio where its principal office is located is the City of Amherst, in Lorain County.

          THIRD. This Corporation operates for the purpose of creating long-term benefits for all of its constituencies, including shareholders, customers, employees, and the communities in which it exists. In furtherance thereof, the Corporation is authorized:

     (a) To manufacture, to purchase, lease, or otherwise acquire, to hold and use, and to sell, lease, or otherwise dispose of, equipment, processes, methods, articles, products, and supplies connected with or relating to the application of thermoplastic adhesives used in packaging, product assembly, and other industrial processes;

     (b) To manufacture, to purchase, lease, or otherwise acquire, to hold and use, and to sell, lease, or otherwise dispose of equipment, processes, methods, articles, products, and supplies connected with or relating to the spraying, extrusion, or other handling and application of paints and other coating materials and substances;

     (c) To manufacture, to purchase, lease, or otherwise acquire, to hold and use, to sell, lease, or otherwise dispose of, and to deal in or with personal property of any description and any interest therein;

     (d) To purchase, lease, or otherwise acquire, to invest in, hold, use, and encumber, and to sell, lease, exchange, transfer, or otherwise equip, maintain, and operate structures and real property of any description and any interest therein;

     (e) To borrow money, to issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, and to guarantee and secure obligations of any person, all to the extent necessary, useful, or conducive to carrying out any of the purposes of the Corporation;

     (f) To invest its funds in any shares or other securities of another corporation, business or undertaking or of a government, governmental authority, or governmental subdivision; and

     (g) To do whatever is deemed necessary, useful, or conducive to carrying out any of the purposes of the Corporation and to engage in any lawful activity for which corporations may be formed under the Ohio General Corporation Law.

          FOURTH. The authorized number of shares of the Corporation is 90,000,000, consisting of 10,000,000 Preferred Shares, without par value (the “Preferred Shares”), and 80,000,000 Common Shares, without par value (the “Common Shares”).

DIVISION A Express Terms of Preferred Shares

          1. Preferred Shares. With respect to the Preferred Shares, the Directors, without any further action by the shareholders, may, at any time and from time to time, adopt an amendment or amendments to the Articles of Incorporation of the Corporation, in respect of any Preferred Shares which constitute unissued or treasury shares at the time of such adoption, for the purpose of dividing any or all of such Preferred Shares into such series as the Directors shall determine, each of which series shall bear such distinguishing designation as the Directors shall determine and, within the limitations prescribed by the provisions of the Ohio General Corporation Law, fix the express terms of any such series of Preferred Shares, which may include statements specifying:

     (a) Dividend rights, which may be cumulative or non-cumulative, at a specified rate, amount, or proportion, with or without further participation rights, and in preference

to, junior to, or on a parity in whole or in part with dividend rights of shares of any other class or series:

     (b) Liquidation rights, preferences, and price;

     (c) Redemption rights and price or prices, if any;

     (d) Sinking fund requirements, if any, which may require the Corporation to provide a sinking fund out of earnings or otherwise for the purchase or redemption of such shares or for dividends thereon;

     (e) Voting rights, which may be full (not more, however, than one vote per share), limited, or denied, except as otherwise required by law;

     (f) Conversion rights, if any, and the conversion rate or rates or price or prices and the adjustments thereof, if any, and all other terms and conditions upon which conversions may be made; and

     (g) Restrictions on the issuance of shares of any class or series of the Corporation.

DIVISION B Express Terms of Common Shares

          1. The Common Shares shall be subject to the express terms of the Preferred Shares and any series thereof. Each Common Share shall be equal to every other Common Share. The holders of Common Shares shall be entitled to one vote for each share held by them upon all matters presented to the shareholders.

          2. No holder of Common Shares, as such, shall have any pre-emptive right to purchase or subscribe for shares of the Corporation, of any class, or other securities of the Corporation, of any class, whether now or hereafter authorized.

          FIFTH. The Corporation, by action of its Directors, and without action by its shareholders, may purchase its own shares, of any class or series, in accordance with the provisions of the Ohio General Corporation

          Law, either in the open market or at public or private sale, in such manner and amounts, from such holder or holders of outstanding shares of the Corporation, and at such prices as the Directors shall from time to time determine, subject, however, to such limitation or restriction, if any, as may be contained in the express terms of any class or series of shares of the Corporation outstanding at the time of such purchase.

          SIXTH. Fair Price or Supermajority Vote Provision.

          1. Voting Requirement. Unless both the fair price requirement set forth in paragraph 2 and the other conditions set forth in paragraph 3 have been satisfied, the affirmative vote of the holders of 80% of all outstanding shares of the Corporation entitled to vote in elections of directors, voting together as a single class, shall be required for the authorization or approval of any of the following transactions:

     (a) Merger or Consolidation. The merger or consolidation of the Corporation or any of its subsidiaries with or into an interested shareholder (as hereinafter defined).

     (b) Disposition of Assets. The sale, lease, pledge, or other disposition, in one transaction or in a series of transactions, from the Corporation or any of its subsidiaries to an interested shareholder, or from an interested shareholder to the Corporation or any of its subsidiaries, of assets having an aggregate fair market value (as hereinafter defined) of $1,000,000 or more.

     (c) Issuance or Transfer of Securities. The issuance, sale, or other transfer, in one transaction or in a series of transactions, by the Corporation or any of its subsidiaries to an interested shareholder, or by an interested shareholder to the Corporation or any of its subsidiaries, of securities for cash or other consideration having an aggregate fair market value of $1,000,000 or more.

     (d) Liquidation or Dissolution. The liquidation or dissolution of the Corporation proposed by an interested shareholder.

     (e) Reclassification or Recapitalization. The reclassification of securities, recapitalization of the Corporation, or other transaction that has the effect of increasing the proportionate share of any class of outstanding securities of the Corporation or any of its subsidiaries beneficially owned (as hereinafter defined) by an interested shareholder or of otherwise diluting the position of any shareholder of the Corporation in comparison with the position of an interested shareholder.

     (f) Other Transactions. Any other transaction or series of transactions that is similar in purpose or effect to those referred to in clauses (a) through (e) of this paragraph 1.

This voting requirement shall apply even though no vote, or a lesser percentage vote, may be required by law, by any other provision of these Articles of Incorporation, or otherwise. The term “business combination”, as used in this Article, means any of the transactions referred to in clauses (a) through (f) of this paragraph 1.

          2. Fair Price Requirement. The fair price requirement will be satisfied if the consideration to be received in the business combination by the holders of the Corporation’s Common Shares and Preferred Shares, and by the Corporation or any of its subsidiaries, as the case may be, meets the following tests:

     (a) Amount of Consideration to Be Received by Shareholders. If any holder of the Corporation’s Common Shares or Preferred Shares, other than an interested shareholder, is to receive consideration in the business combination for any of the shares, the aggregate amount of cash and fair market value of any other consideration to be received per share may not be less than the sum of —.

     (A) the greater of (i) the highest per share price, including commissions, paid by the interested shareholder for any shares of the same class or series during the two-year period ending on the date of the most recent purchase by the interested shareholder of any such shares, (ii) the highest sales price reported for shares of the same

class or series traded on a national securities exchange or in the over-the-counter market during the one year period preceding the first public announcement of the proposed business transaction, or (iii) in the case of Preferred Shares, the amount of the per share liquidation preference; plus

     (B) interest on the per share price calculated at the prime rate for unsecured short-term loans in effect at AmeriTrust Company, Cleveland, Ohio, on the date on which the interested shareholder first became an interested shareholder, compounded annually from that date until the business combination is consummated, less the per share amount of cash dividends payable to holders of record on record dates in the interim, up to the amount of such interest.

For purposes of this clause (a), per share amounts will be adjusted for any stock dividend, stock split, or similar transaction.

     (b) Form of Consideration to Be Received by Shareholders. The consideration to be received by holders of the Corporation’s Common Shares or Preferred Shares must be in cash or in the same form as was previously paid by the interested shareholder for shares of the same class or series; if the interested shareholder previously paid for such shares with different forms of consideration, the consideration to be received by the holders of the shares must be in cash or in the same form as was previously paid by the interested shareholder for the largest number of shares previously acquired by it. The provisions of this clause (b) are not intended to diminish the aggregate amount of cash and fair market value of any other consideration that any holder of the Corporation’s Common Shares or Preferred Shares is otherwise entitled to receive upon the liquidation or dissolution of the Corporation, under the terms of any contract with the Corporation or an interested shareholder, or otherwise.

     (c) Consideration to Be Received by the Corporation or Any of Its Subsidiaries. If the Corporation or any of its subsidiaries is to

receive consideration in the business combination, the consideration to be received must be fair to the Corporation or its subsidiaries, as determined by the continuing directors (as hereinafter defined).

          3. Other Conditions. The other conditions will be satisfied if, from the time the interested shareholder became an interested shareholder until the completion of the business combination, each of the following has at all times been and continues to be true:

     (a) Continuing Directors. The Corporation’s Board of Directors has included at least five continuing directors. The term “continuing director”, as used in this Article, means an individual who (i) either was a director of the Corporation at the time the interested shareholder became an interested shareholder or was subsequently nominated or elected by the other continuing directors and (ii) is not an affiliate or associate (as hereinafter defined) of the interested shareholder. All actions required or permitted to be taken by the continuing directors under this Article shall be taken by the unanimous written consent of all continuing directors or by the vote of a majority of the continuing directors at a meeting convened upon such notice as would be required for a meeting of the full Board of Directors.

     (b) No Acquisition of Additional Shares. The interested shareholder has not become the beneficial owner (as hereinafter defined) of any additional Common Shares or Preferred Shares of the Corporation, except (i) as part of the transaction that resulted in the interested shareholder becoming an interested shareholder, (ii) upon conversion of securities previously acquired by it, or (iii) pursuant to a stock dividend or stock split.

     (c) No Special Benefits to the Interested Shareholder. The interested shareholder has not received, directly or indirectly, the benefit (except proportionately as a shareholder) of any loan, advance, guaranty, pledge, or other financial assistance, tax credit or deduction, or other benefit from the Corporation or any of its subsidiaries.

     (d) Proxy Statement. A proxy or information statement describing the business combination and complying with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations under it (or any subsequent provisions replacing that Act and the rules and regulations under it) has been mailed at least 30 days prior to the completion of the business combination to the holders of all outstanding shares of the Corporation entitled to vote in elections of directors, whether or not shareholder approval of the business combination is required. If deemed advisable by the continuing directors, the proxy or information statement shall contain a recommendation by the continuing directors as to the advisability (or inadvisability) of the business combination and/or an opinion by an investment banking firm, selected by the continuing directors and retained at the expense of the Corporation, as to the fairness (or unfairness) of the business combination to holders of the Corporation’s Common Shares or Preferred Shares other than the interested shareholder.

     (e) No Omission or Reduction of Dividends. Except to the extent approved by the continuing directors, there has been no (i) failure to pay in full, when and as due, any dividends on the Corporation’s Preferred Shares or (ii) failure to pay or reduction in the annual rate of dividends on the Corporation’s Common Shares, whether directly or indirectly through a reclassification, recapitalization, or otherwise.

     (f) No Change in Business or Capital Structure. Except to the extent approved by the continuing directors, there has been no material change in (i) the nature of the business conducted by the Corporation and its subsidiaries or (ii) the capital structure of the Corporation, including but not limited to any change in the number of outstanding Common Shares, the number and series of any outstanding Preferred Shares, and the types and aggregate principal amount of any outstanding debt securities, except for changes resulting from the exercise of previously issued options, warrants, or other rights, the conversion of previously issued shares, the issuance of previously authorized debt securities,

and the mandatory redemption or retirement of debt securities in accordance with their terms.

          4. Definitions. As used in this Article Sixth:

     (a) “Affiliate” and “Associate”. The terms “affiliate” and “associate” have the meanings ascribed to them in Rule 12b-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as in effect on February 21, 1984.

     (b) “Beneficial Ownership”. A person or entity is deemed to “beneficially own” shares if, directly or indirectly through any contract, understanding, arrangement, relationship, or otherwise, that person or entity has or shares (i) the power to vote or to dispose, or to direct the voting or disposition, of the shares or (ii) the right to acquire the shares pursuant to any contract or arrangement, upon the exercise of any option, warrant, or right, upon the conversion of any other shares, upon revocation of a trust, or otherwise. The person or entity is also deemed to “beneficially own” shares that are beneficially owned by affiliates and associates of that person or entity.

     (c) “Business Combination”. The term “business combination” has the meaning ascribed to it in paragraph 1 of this Article.

     (d) “Continuing Directors”. The term “continuing directors” has the meaning ascribed to it in clause (a) of paragraph 3 of this Article.

     (e) “Fair Market Value”. The term “fair market value” means, (i) in the case of securities listed on a national securities exchange or quoted in the National Association of Securities Dealers Automated Quotation Systems (NASDAQ), the highest sales price reported for securities of the same class or series traded on the national securities exchange or in the over-the-counter market during the preceding 30-day period, or if no such report or quotation is available, the value determined by the continuing

directors, and (ii) in the case of other securities and of consideration other than securities or cash, the value determined by the continuing directors.

     (f) “Interested Shareholder”. The term “interested shareholder” means any person or entity that, together with its affiliates and associates, is at the time of, or has been within the two-year period immediately prior to, the consummation of a business combination the beneficial owner of shares having at least 20% of the aggregate voting power of all outstanding shares of the Corporation entitled to vote in elections of directors. The term “interested shareholder”, for purposes of the requirements and conditions of this Article, also includes the affiliates and associates of the interested shareholder. Notwithstanding the foregoing, the Corporation and its subsidiaries, and any profit-sharing, employee stock ownership, employee pension, or other employee benefit plan of the Corporation or any subsidiary, are not deemed to be “interested shareholders”.

          5. No Effect on Fiduciary Obligations of Interested Shareholders. Nothing contained in this Article shall be construed to relieve any interested shareholder from any fiduciary obligations imposed by law.

          6. Amendment, Repeal, etc. Notwithstanding any other provision of these Articles of Incorporation or the Regulations of the Corporation (and notwithstanding the fact that a lesser percentage may be required by law, these Articles of Incorporation, or the Regulations of the Corporation), the affirmative vote of the holders of 80% of the outstanding shares of the Corporation entitled to vote in elections of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Sixth.

          SEVENTH. These 1989 Amended Articles of Incorporation supersede the existing 1986 Amended Articles of Incorporation of the Corporation.

EX-3.A

Exhibit 3-A

EX-10.D.2

Exhibit 10-d-2

NORDSON CORPORATION
2005 EXCESS DEFINED CONTRIBUTION RETIREMENT PLAN

          Nordson Corporation hereby establishes, effective as of January 1, 2005, the Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (“Plan”), to supplement the retirement benefits of certain salaried employees, designated by the Compensation Committee of the Board of Directors (the “Compensation Committee”) as permitted by Section 3(36) of the Employee Retirement Income Security Act of 1974 (“ERISA”), with respect to compensation earned for services performed by such employees for the Company or vested after December 31, 2004. The Nordson Corporation Excess Defined Contribution Plan established effective as of November 1, 1985, and amended and restated in its entirety effective as of November 1, 1987 (the “1985 Plan”) supplements the retirement benefits of such employees with respect to compensation earned for services performed for the Company and vested prior to January 1, 2005. No provisions of this Plan shall alter, affect, or amend any provisions of the 1985 Plan applicable to compensation earned, deferred, and vested on or before December 31, 2004.

ARTICLE I
DEFINITIONS

          1.1 Definitions. The following words and phrases shall have the meanings indicated, unless a different meaning is plainly required by the context:

          (a) The term “Company” shall mean Nordson Corporation, an Ohio corporation, its corporate successors and the surviving corporation resulting from any merger of Nordson Corporation with any other corporation or corporations.

          (b) The term “Employee” shall mean any person employed by the Company on a salaried basis who is designated by the Compensation Committee to participate in the Plan and who has not waived participation in the Plan.

          (c) The term “Plan” shall mean the excess defined contribution retirement Plan as set forth herein, together with all amendments hereto, which Plan shall be called the “Nordson Corporation 2005 Excess Defined Contribution Retirement Plan.”

          (d) The term “Employees’ Savings Trust Plan” shall mean the Nordson Employees’ Savings Trust Plan in effect on the date of an Employee’s retirement, death or other termination of employment.

          (e) The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

1

          (f) The term “Non-Union ESOP” shall mean the Nordson Corporation Non-Union Employees Stock Ownership Plan and Trust in effect on the date of an Employee’s retirement, death, or other termination of employment.

          (g) The term “Compensation” of an Employee for any period shall mean compensation as determined under the Employees’ Savings Trust Plan or the Non-Union ESOP, as the case may be, increased, however, by amounts deferred to any non-qualified deferred compensation plan in which the Employee participates.

          1.2 Additional Definitions. All other words and phrases used herein shall have the meanings given them in the Employees’ Savings Trust Plan, unless a different meaning is clearly required by the context.

ARTICLE II
EXCESS RETIREMENT BENEFIT

          2.1 Eligibility. An Employee who is a Participant in the Employees’ Savings Trust Plan and or the Non-Union ESOP whose benefits under either Plan have been limited by Section 401(a)(17), Section 401(k)(3), Section 401(m), Section 402(g)(1) or Section 415 of the Code, including limitations on tax-deferred and employer-matching contributions, shall be eligible for an excess retirement benefit determined by Section 2.2; provided, however, that an Employee who is a participant in the 2005 Nordson Corporation Deferred Compensation Plan with respect to any year shall not be entitled to an excess retirement benefit under this Plan with respect to such year. In addition, in the event that the Tax Deferred Contributions of an eligible Employee under the Employees’ Savings Trust Plan are limited by the provisions of Section 401(a)(17), Section 401(k)(3), Section 415 or 402(g)(1) of the Code, such eligible Employee may elect to defer payment of a portion of his compensation under this Plan to make up for that portion of his compensation that otherwise could have been made as Tax Deferred Contributions but for these limitations. The deferred payment election shall be made in writing by the eligible Employee and delivered to the Company prior to the beginning of a Plan Year. The election shall be irrevocable until the first day of the next Plan Year. Notwithstanding any of the foregoing, any reference in Section 2.1 and 2.2 hereunder to the limitations imposed by Section 402(g)(1) of the Code shall automatically include any amendments to such limitation to reflect cost of living increases.

          2.2 Amount. The excess retirement benefit payable to an eligible Employee or his beneficiary shall be an amount equal to the sum of:

(a) the amount, if any, of the limited contributions an eligible Employee elected to defer in Section 2.1;

(b) an amount that, when added to the vested interest of such Employee in Employer Matching Contributions under the Employees’ Savings Trust Plan, equals the value his vested interest in Employer Matching Contributions would have been on the date distribution commences under the Employees’ Savings Trust Plan if the limitations of Section 401(a)(17), Section 401(k)(3), Section

2

401(m), Section 415, and Section 402(g)(1) of the Code had not been in effect; plus

(c) an amount, if any, equal to the value of the vested interest an eligible Employee would have been entitled to receive under the Non-Union ESOP if the limitations of Section 401(a)(17) or Section 415 of the Code had not been in effect.

In determining the value that an eligible Employees’ interest under the Employees’ Savings Trust Plan would have been if the limitations of Section 401(a)(17), Section 401(k)(3), Section 401(m), Section 415, and Section 402(g)(1) of the Code had not been in effect; as described in (b) above, it shall be assumed that:

(i) his Tax Deferred Contributions and his Employer Matching Contributions under the Employees’ Savings Trust Plan were deposited on the dates such contributions otherwise would have been made to the Employees’ Savings Trust Plan and held in the guaranteed income contract maintained as part of the Guaranteed Fund that holds the largest amount of assets from the Employees’ Savings Trust Plan for such year; and

(ii) the interest rate actually paid with respect to such guaranteed income contract under the Guaranteed Fund for the Employees’ Savings Trust Plan was paid with respect to the contributions that would otherwise have been made under the Plan; and

(iii) such interest was reinvested in the Guaranteed Fund for the Employees’ Savings Trust Plan for the Employees’ Savings Trust Plan on the date and in the same manner as actual interest under the Guaranteed Fund.

     In determining the value that an eligible Employee’s interest under the Non-Union ESOP would have been if the limitations of Section 401(a)(17) and Section 415 of the Code had not been in effect as described in (c) above, it shall be assumed that his Employer contributions under the Non-Union ESOP, if any, were deposited on the dates such contributions otherwise would have been made to the Non-Union ESOP, and invested and reinvested in Company stock in the same manner and at the same time as the actual assets under the Non-Union ESOP during such period.

          2.3 Payments. All payments under the Plan to an eligible Employee or his beneficiary shall be made by the Company from its general assets. The payment of the excess retirement benefits hereunder shall be made in a lump sum as soon as administratively feasible, but not more than seven months, after the Employee’s separation from service with the Company. In no event, however, shall the payment of a benefit under this Plan with respect to a “key employee” of the Company, within the meaning of Section 416(i)(1) of the Code, be made within six months following his separation from service with the Company, except in the event of death. The payment of excess retirement benefits hereunder that are attributable to amounts described in Section 2.2 (a) and (b) hereof shall be payable in cash, whereas payment of any excess retirement benefits hereunder that are attributable to amounts described in Section 2.2 (c) hereof shall be payable only in shares in Company stock.

3

          2.4 Withdrawals. An Employee, upon demonstration of financial hardship to the Compensation Committee, may withdraw from a Plan an amount in cash not to exceed the lesser of $5,000.00 or fifty (50%) percent of the Employee’s benefit in the Plan which is attributable to amounts described in Section 2.2(a) and (b) hereof. An Employee shall be limited to one withdrawal in any one Plan Year as such is defined in the Employees’ Savings Trust Plan; provided, however, that the amount of the withdrawal may not exceed the amount necessary to satisfy the financial hardship plus amounts necessary to pay taxes reasonably anticipated as a result of the withdrawal, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Employee’s assets (to the extent such liquidation would not itself cause severe financial hardship). The term “financial hardship” shall mean any extraordinary or unforeseeable need for funds arising from events beyond the Employee’s control that meets the definition of an “unforeseeable emergency” within the meaning of Section 409A(a)(2)(B)(ii) of the Code.

ARTICLE III
ADMINISTRATION

          The Compensation Committee shall be responsible for the general administration of the Plan, for carrying out its provisions, and for determining the amount of any required excess benefit payments, and shall have powers necessary to administer and carry out the Plan. Actions taken and decisions made by the Compensation Committee shall be final and binding upon all interested parties. In accordance with the provisions of Section 503 of ERISA, the Compensation Committee shall provide a procedure for handling claims for benefits under the Plan. The procedure shall be in accordance with regulations issued by the Secretary of Labor and provide adequate written notice within a reasonable period of time with respect to a claim denial. The procedure shall also provide for a reasonable opportunity for a full and fair review by the Compensation Committee of any claim denial. The Compensation Committee shall be the “administrator” for purposes of ERISA.

ARTICLE IV
AMENDMENT AND TERMINATION

          The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors. No such action shall however adversely affect any Employee or his beneficiary who is receiving excess retirement benefits under the Plan, unless an equivalent benefit is provided under another Plan or program sponsored by the Company. The Company specifically reserves the right to amend the Plan to conform the provisions of the Plan to the guidance issued by the Secretary of the Treasury with respect to Section 409A of the Code, in accordance with such guidance.

4

ARTICLE V
MISCELLANEOUS

          5.1 Non-Alienation of Retirement Rights or Benefits. An Employee or beneficiary is not permitted to assign, transfer, alienate or otherwise encumber the right to receive payments under the Plan. Any attempt to do so or to permit the payments to be subject to garnishment, attachment or levy of any kind will permit the Company to make payments directly to and for the benefit of the Employee, his beneficiary or any other person. Each such payment may be made without the intervention of a guardian. The receipt of the payee shall constitute a complete acquittance to the Company with respect to the payment. The Company shall have no responsibility for the proper application of any payment.

          5.2 Incapacity. The Company shall be permitted to make payments in the same manner as provided for in Section 5.1 if in the judgment of the Compensation Committee, an Employee or his beneficiary is incapable of attending to his financial affairs.

          5.3 Plan Non-Contractual. This Plan shall not be construed as a commitment or agreement on the part of any person employed by the Company to continue his employment with the Company, nor shall it be construed as a commitment on the part of the Company to continue the employment or the annual rate of compensation of any such person for any period. All Employees shall remain subject to discharge to the same extent as if the Plan had never been established.

          5.4 Interest of Employee. The obligation of the Company under the Plan to provide an Employee or his beneficiary with an excess retirement benefit merely constitutes the unsecured promise of the Company to make payments as provided herein. No person shall have any interest in, or a lien or prior claim upon, any property of the Company.

          5.5 Controlling Status. No Employee or beneficiary shall be eligible for a benefit under the Plan unless such Employee is an Employee on the date of his retirement, death, or other termination of employment.

          5.6 Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any person, firm or corporation any legal or equitable right as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

          5.7 No Competition. The right of any Employee or his beneficiary to an excess retirement benefit will be terminated, or, if payment thereof has begun, all further payments will be discontinued and forfeited in the event the Employee or his beneficiary at any time subsequent to the effective date hereof:

(a) wrongfully discloses any secret process or trade secret of the Company or any of its subsidiaries, or

(b) becomes involved directly or indirectly as an officer, trustee, employee, consultant, partner, or substantial shareholder, on his own account or in any other capacity, in a business venture that within the two-year period following his

5

retirement or termination of employment, the Compensation Committee determines to be competitive with the Company.

          5.8 Severability. The invalidity or unenforceability of any particular provision of the Plan shall not effect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted therefrom.

          5.9 Governing Law. The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio.

          5.10 No Acceleration of Benefits. The acceleration of the time or schedule of any payment under the Plan is not permitted, except as provided in regulations by the Secretary of the Treasury.

          5.11 Compliance with Section 409A of the Code. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code, for compensation earned, vested, or deferred after December 31, 2004. Notwithstanding any provisions of the Plan or any election form to the contrary, no otherwise permissible election under the Plan shall be given effect that would result in the taxation of any amount under Section 409A of the Code. To the extent permitted in guidance issued by the Secretary of the Treasury and in accordance with procedures established by the Compensation Committee, an Employee may be permitted to terminate participation in the Plan or cancel an election with respect to deferral elections made under the Plan prior to January 1, 2005.

EXECUTED this _____________ day of _________________, 2004.

NORDSON CORPORATION
By:
	Title:

6

EX-10.I

Exhibit 10-i

STOCK REDEMPTION AGREEMENT

     THIS STOCK REDEMPTION AGREEMENT (“Agreement”), dated this 26th day of August, 2005, is between Nordson Corporation, a corporation organized under the laws of the State of Ohio (“Nordson”), and Russell L. Bauknight, as Trustee or co-Trustee (“Bauknight”) of those certain trusts set forth in Attachment A hereto (the “Nord Trusts”).

The parties agree as follows:

     1. Purchase of Common Shares; Purchase Price. On the date hereof, Bauknight, as Trustee or Co-Trustee of the Nord Trusts, hereby agrees to sell to Nordson, and Nordson hereby agrees to purchase from Bauknight, 3,657,667 common shares of Nordson common stock (the “Purchased Shares”) at an aggregate purchase price (the “Purchase Price”) of One Hundred Twenty-Four Million Six Hundred Eighty Nine Thousand Eight Hundred Sixty Eight Dollars and Three Cents ($124,689,868.03) ($34.09 per share). On September 7, 2005 (the “Settlement Date”), Bauknight will arrange to deliver the Purchased Shares to Nordson’s Transfer Agent, National City Bank, Cleveland (DTC # 9957) via DWAC (Deposit/Withdrawal At Custodian). The Purchase Price will be payable in immediately available funds, as directed by Bauknight, upon receipt of the Purchased Shares.

     2. Representations and Warranties by Bauknight. Bauknight represents and warrants to Nordson as follows: (i) the Nord Trusts have been duly created and are validly existing under applicable state law; (ii) he has sufficient power and authority under the Nord Trusts and other governing documents, each as amended to date, as trustee or co-trustee to execute and deliver this Agreement and to perform all of his obligations under this Agreement; (iii) this Agreement is a valid and binding obligation of Bauknight and the Nord Trusts enforceable in accordance with its terms, except to the extent that enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws relating to creditors’ rights generally and that the remedies of specific performance and injunctive or other equitable relief are subject to equitable defenses and to the discretion of the court before which proceedings may be brought; (iv) the Nord Trusts own the Purchased Shares and Bauknight has the right to transfer them to Nordson free and clear of any lien, pledge, encumbrance, or claim; (v) neither the execution and delivery by Bauknight of this Agreement or any document by which Bauknight sells the Purchased Shares nor compliance by Bauknight with the terms and provisions hereof or thereof will conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction or ruling of any court or other governmental entity, or any law, statute or regulation, to which Bauknight or the Nord Trusts are subject, or any agreement, contract or commitment to which Bauknight is a party or to which the Nord Trusts are subject; and (vi) other than required filings with the Securities and Exchange Commission after the consummation of the transactions contemplated hereby, no notices, reports or other filings are required to be made by Bauknight with, nor are any consents, permits or approvals required to be obtained by Bauknight from any third person in connection with Bauknight’s execution and delivery of this Agreement or the consummation by Bauknight of the transactions contemplated hereby.

     3. Representations and Warranties by Nordson. Nordson represents and warrants to Bauknight as follows: (i) it is a corporation organized and duly existing under the laws of the State of Ohio; (ii) it has sufficient power under its articles of incorporation, code of regulations and other governing documents, each as amended to date, to execute

and deliver this Agreement and to perform all of its obligations under this Agreement; (iii) the execution and delivery of this Agreement, and purchase of the Purchased Shares, has been approved by its Board of Directors; (iv) no approval by its shareholders is necessary to authorize the execution, delivery, or performance of this Agreement; (v) this Agreement is a valid and binding obligation of Nordson enforceable in accordance with its terms, except to the extent that enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws relating to creditors’ rights generally and that the remedies of specific performance and injunctive or other equitable relief are subject to equitable defenses and to the discretion of the court before which proceedings may be brought; (vi) neither the execution and delivery by Nordson of this Agreement nor compliance by Nordson with the terms and provisions hereof will conflict with or result in a breach in any of the terms, conditions or provisions of any judgment, order, injunction or ruling of any court or other governmental entity, or any law, statute or regulation, to which Nordson is subject, or any agreement, contract or commitment to which Nordson is a party or is subject; and (vii) no notices, reports or other filings are required to be made by Nordson with, nor are any consents, permits or approvals required to be obtained by Nordson from, any third person in connection with Nordson’s execution and delivery of this Agreement or the consummation by Nordson of the transactions contemplated hereby.

     4. Dividend. The parties hereto acknowledge and agree that the Nord Trusts shall receive the dividend of 16.5 cents per share for the Purchased Shares which will be paid by Nordson on September 20, 2005.

     5. Waiver. Solely in connection with the transactions contemplated herein, Nordson hereby waives all notices dated and other obligations imposed upon the Nord Trusts set forth in Section 2 of that certain Agreement dated December 31, 1983, by and among Nordson, Eric T. Nord and Evan W. Nord, individually; Eric T. Nord and Evan W. Nord, as trustees under the will of Walter G. Nord; William D. Ginn, as trustee under an Agreement with Walter G. Nord dated December 29, 1961 and an Agreement with Eric T. Nord dated June 2, 1978; and The Nordson Foundation.

     6. Miscellaneous. This Agreement represents the entire agreement on its subject matter between the parties. This Agreement will be interpreted and enforced in accordance with the laws of the State of Ohio. Jurisdiction and venue for any action or claim arising hereunder shall lie exclusively in the Cuyahoga County, Ohio Court of Common Pleas or the federal district court sitting in Cuyahoga County, Ohio, and each party irrevocably consents to the personal and subject matter jurisdiction of said courts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The signature page of any counterpart, and facsimiles and photocopies thereof, may be appended to any other counterpart and, when so appended, will constitute an original. The provisions of this Agreement are distinct and severable and if any provision is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity or enforceability of any other provision of this Agreement.

[SIGNATURE PAGE ATTACHED]

     The parties have entered into this Agreement with effect as of August 26, 2005.

NORDSON CORPORATION

By:

Title:

Russell L. Bauknight, as Trustee of those certain trusts set forth on Attachment A.

ATTACHMENT A

1.	Cynthia W. Nord Charitable Remainder Unitrust dated June 9, 1994
2.	Evan W. Nord Charitable Remainder Unitrust dated June 9, 1994
3.	Evan W. Nord Revocable Trust, dated July 6, 1994, as supplemented September 21, 1994 and November 18, 1994
4.	1997 Evan W. Nord Grandchild Trust No. 1 dated April 10, 1997
5.	1997 Evan W. Nord Grandchildren Trust dated September 8, 1997
6.	Evan W. Nord Trust FBO Bruce B. Nord dated June 2, 1987
7.	Evan W. Nord Trust FBO Ethan W. Nord dated June 2, 1987
8.	Evan W. Nord Trust FBO Kathleen N. Peterson dated June 2, 1987
9.	Evan W. Nord Trust FBO Eric T. Nord dated June 2, 1987
10.	Evan W. Nord Trust FBO Allyson M. Nord dated June 2, 1987
11.	Evan W. Nord Trust Agreement FBO Wiley Kennedy dated December 8, 1995
12.	2000 Irrevocable Trust Agreement of Evan W. Nord dated January 19, 2000
13.	2000 Charitable Remainder Trust No. 1 of Evan W. Nord dated January 19, 2000
14.	2000 Charitable Remainder Trust No. 2 of Evan W. Nord dated January 19, 2000
15.	2000 Charitable Remainder Trust No. 3 of Evan W. Nord dated January 19, 2000
16.	2000 Charitable Remainder Trust No. 4 of Evan W. Nord dated January 19, 2000
17.	2000 Charitable Remainder Trust No. 5 of Evan W. Nord dated January 19, 2000
18.	2000 Charitable Remainder Trust No. 6 of Evan W. Nord dated January 19, 2000
19.	2000 Charitable Remainder Trust No. 7 of Evan W. Nord dated January 19, 2000
20.	2000 Charitable Remainder Trust No. 8 of Evan W. Nord dated January 19, 2000
21.	2000 Charitable Remainder Trust No. 9 of Evan W. Nord dated January 19, 2000
22.	2000 Charitable Remainder Trust No. 10 of Evan W. Nord dated January 19, 2000
23.	2000 Charitable Remainder Trust No. 11 of Evan W. Nord dated January 19, 2000
24.	2000 Charitable Remainder Trust No. 12 of Evan W. Nord dated January 19, 2000
25.	2000 Charitable Remainder Trust No. 13 of Evan W. Nord dated January 19, 2000
26.	2000 Charitable Remainder Trust No. 14 of Evan W. Nord dated January 19, 2000
27.	2000 Charitable Remainder Trust No. 15 of Evan W. Nord dated January 19, 2000
28.	2000 Charitable Remainder Trust No. 16 of Evan W. Nord dated January 19, 2000
29.	2000 Charitable Remainder Trust No. 17 of Evan W. Nord dated January 19, 2000
30.	2000 Charitable Remainder Trust No. 18 of Evan W. Nord dated January 19, 2000
31.	2000 Charitable Remainder Trust No. 19 of Evan W. Nord dated January 19, 2000
32.	2000 Charitable Remainder Trust No. 20 of Evan W. Nord dated January 19, 2000
33.	Evan W. Nord Trust for Lineal Descendants FBO Allyson N. Wandtke dated May 25, 1995
34.	Evan W. Nord Trust for Lineal Descendants FBO Kathleen N. Peterson dated May 25, 1995
35.	Evan W. Nord Trust for Lineal Descendants FBO Ethan W. Nord dated May 25, 1995
36.	Evan W. Nord Trust for Lineal Descendants FBO Eric T. Nord dated May 25, 1995
37.	Evan W. Nord Trust for Lineal Descendants FBO Bruce B. Nord dated May 25, 1995
38.	Evan W. Nord Charitable Remainder Unitrust FBO Eric Nord and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995
39.	Evan W. Nord Charitable Remainder Unitrust FBO Ethan Nord and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995
40.	Evan W. Nord Charitable Remainder Unitrust FBO Bruce Nord and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995
41.	Evan W. Nord Charitable Remainder Unitrust FBO Kathleen Peterson and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995
42.	Evan W. Nord Charitable Remainder Unitrust FBO Allyson N. Wandtke and Charitable Purposes dated June 1, 1993, as supplemented on July 28, 1994 and May 26, 1995.

EX-21

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.
Denmark	Nordson Danmark A/S
Finland	Nordson Finland Oy
France	Nordson France S.A.S.
France	Dosage 2000(1)
Germany	Nordson Deutschland GmbH(2)
Germany	Nordson Engineering GmbH
Germany	Wolfgang Puffe Hotmelt-Technologie
Hong Kong	Nordson Application Equipment, Inc.
India	Nordson India Private Limited
Italy	Nordson Italia S.p.A.
Japan	Nordson K.K.
Japan	Nordson Asymtek K.K.
Malaysia	Nordson (Malaysia) Sdn. Bhd.
Mexico	Nordson de Mexico, S.A. de C.V.
The Netherlands	Nordson Benelux B.V.
The Netherlands	Nordson B.V.
New Zealand	Nordson New Zealand
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 Limited
Spain	Nordson Iberica, S.A.
Sweden	Nordson AB
Switzerland	Nordson (Schweiz) A.G.(3)
United Kingdom	Nordson (U.K.) Limited
United Kingdom	Nordson U.V. Limited.

60

Subsidiaries of the Registrant — Continued

Jurisdiction
of Incorporation	Name
DOMESTIC:
California	Asymptotic Technologies, Inc.(4)
California	March Plasma Systems, Inc.
California	H.P. Solutions, Inc.(5)
Connecticut	Electrostatic Technology, Inc.
Georgia	J and M Laboratories, Inc.(6)
New Jersey	Horizon Lamps, Inc.
Ohio	Nordson U.S. Trading Company
Rhode Island	Electron Fusion Devices, Inc.
Rhode Island	EFD, International, Inc.(7)

Ownership Legend

(1)	Owned by Electron Fusion Devices, Inc.
(2)	Owned by Nordson Engineering GmbH and Nordson Corporation
(3)	Owned by Nordson Benelux S.A./ N.V.
(4)	Doing business as Asymtek
(5)	Doing business as H.F. Johnston Manufacturing, Inc.
(6)	Doing business as Nordson Dawsonville
(7)	Owned by Electron Fusion Devices, Inc.

61 EX-23 6 l17741aexv23.htm EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS

Exhibit 23

NORDSON CORPORATION

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Forms S-8) listed below and the related prospectuses of Nordson Corporation of our reports dated December 13, 2005, with respect to the consolidated financial statements and schedules of Nordson Corporation, Nordson Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Nordson Corporation, included in the Annual Report (Form 10-K) for the year ended October 30, 2005:

•  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 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)

•  Nordson Corporation 2004 Long-Term Performance Plan (No. 333-119399)

Cleveland, Ohio

January 13, 2006

62 EX-31.1 7 l17741aexv31w1.htm EXHIBIT 31.1 302 CERTIFICATION FOR CEO

EXHIBIT 31.1

Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Edward P. Campbell, certify that:

1.	I have reviewed this annual report on Form 10-K of Nordson Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ EDWARD P. CAMPBELL

Edward P. Campbell

Chairman of the Board of Directors

and Chief Executive Officer

Date: January 13, 2006

63 EX-31.2 8 l17741aexv31w2.htm EXHIBIT 31.2 302 CERTIFICATION FOR CFO

EXHIBIT 31.2

Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934,

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Peter S. Hellman, certify that:

1.	I have reviewed this annual report on Form 10-K of Nordson Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ PETER S. HELLMAN

Peter S. Hellman

President, Chief Financial and

Administrative Officer

Date: January 13, 2006

64 EX-32.1 9 l17741aexv32w1.htm EXHIBIT 32.1 906 CERTIFICATION FOR CEO

EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Nordson Corporation (the “Company”) on Form 10-K for the year ended October 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward P. Campbell, Chairman of the Board of Directors and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ EDWARD P. CAMPBELL

Edward P. Campbell

Chairman of the Board of Directors

and Chief Executive Officer

January 13, 2006

65 EX-32.2 10 l17741aexv32w2.htm EXHIBIT 32.2 906 CERTIFICATION FOR CFO

EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Nordson Corporation (the “Company”) on Form 10-K for the year ended October 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter S. Hellman, President, Chief Financial and Administrative Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ PETER S. HELLMAN

Peter S. Hellman

President, Chief Financial and

Administrative Officer and Director

January 13, 2006

66 EX-99.A 11 l17741aexv99wa.htm EXHIBIT 99-A FORM S-8 UNDERTAKINGS (NOS 33-18309 & 33-33481)

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; 33-18309 (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.

EX-23

Exhibit 23

EX-31.1

Exhibit 31.1

EX-31.2

Exhibit 31.2

EX-32.1

Exhibit 32.1

EX-32.2

Exhibit 32.2

EX-99.A

Exhibit 99-A

EX-99.B

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.