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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
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended June 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-11250
 DIONEX CORPORATION
 
  Delaware
    
    94-2647429(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1228 Titan Way, Sunnyvale, California
    
    94085(Address of principal executive offices)
    
    (Zip Code)
     þ o
 þ
 þ o
 o þ




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PART IItem 1. Business
    
    
    3Item 2. Properties
    
    
    14Item 3. Legal Proceedings
    
    
    14Item 4. Submission of Matters to a Vote of Security Holders
    
    
    14PART IIItem 5. Market for the Companys Common Stock, Related Stockholder Matters and Issuer Purchases
of Equity Securities
    
    
    14Item 6. Selected Consolidated Financial Data
    
    
    16Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 8. Financial Statements and Supplementary Data
    
    
    25Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    44Item 9A. Controls and Procedures
    
    
    44Item 9B. Other Information
    
    
    46PART IIIItem 10. Directors and Executive Officers of the Company
    
    
    47Item 11. Executive Compensation
    
    
    47Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    47Item 13. Certain Relationships and Related Transactions
    
    
    47Item 14. Principal Accountant Fees and Services
    
    
    47PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    48Signatures
    
    
    49Exhibit IndexEXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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3




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Ion Chromatography
          4




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High Performance Liquid Chromatography
     Capillary-/nano-LC
    5




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Sample Preparation
   Detectors
 Mass Spectrometry 
 Automation Products
  Autosamplers
   6




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Columns
     Eluent Suppressors 
    7




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Service and Other
     .
     8




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9




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www.dionex.com
 10




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The continuation or spread of the current economic uncertainty in key markets would likely harm our
operating results.
  Foreign currency fluctuations and other risks related to international operations may adversely
affect our operating results.
  Fluctuations in worldwide demand for analytical instrumentation could affect the Companys
operating results.
  Fluctuations in the Companys quarterly operating results may cause the Companys stock price to
decline.
  11




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The Companys results of operations and financial condition will suffer if the Company does not
introduce new products that are attractive to its customers on a timely basis.
  The analytical instrument market is highly competitive, and the Companys inability to compete
effectively in this market would adversely affect its results of operations and financial
condition.
  The Company may experience difficulties with obtaining components from sole- or limited-source
suppliers, or manufacturing delays, either of which could adversely affect its results of
operations.
   The Companys executive officers and other key employees are critical to our business, they may not
remain with us in the future and finding talented replacements would be difficult.
  The success of Dionexs business is dependent in part on protection of proprietary information and
inventions. Obtaining and protecting the Companys proprietary products, processes and technologies
can be difficult and expensive.
    12




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Name
    
    Age
    
    PositionsLukas Braunschweiler
    
    
    49
    
    
    President and Chief Executive OfficerBruce Barton
    
    
    46
    
    
    Vice PresidentDavid Bow
    
    
    41
    
    
    Vice PresidentKevin Chance
    
    
    38
    
    
    Vice PresidentPeter Jochum
    
    
    54
    
    
    Vice PresidentCraig McCollam
    
    
    45
    
    
    Vice President and Chief Financial OfficerChristopher Pohl
    
    
    54
    
    
    Vice PresidentRene Trost
    
    
    54
    
    
    Vice President
         13




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Item 5.
    
    MARKET FOR THE REGISTRANTS COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER
REPURCHASES OF EQUITY SECURITIES
   Fiscal 2005
    
    Fiscal 2004Quarter
    
    High
    
    Low
    
    High
    
    LowFirst
    
    $
    56.50
    
    
    $
    41.81
    
    
    $
    41.85
    
    
    $
    37.41Second
    
    $
    60.08
    
    
    $
    54.32
    
    
    $
    48.50
    
    
    $
    38.92Third
    
    $
    61.19
    
    
    $
    54.20
    
    
    $
    56.30
    
    
    $
    46.07Fourth
    
    $
    56.72
    
    
    $
    40.00
    
    
    $
    56.40
    
    
    $
    48.04
    14




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TotalNumber of
    
    
    
    
    
    MaximumShares
    
    Additional
    
    Number ofPurchased
    
    Shares
    
    Shares thatTotal
    
    Avg.
    
    as Part of
    
    Authorized
    
    May Yet BeNumber
    
    Price
    
    Publicly
    
    for
    
    Purchasedof Shares
    
    Paid per
    
    Announced
    
    Purchase
    
    Under thePeriod
    
    Purchased
    
    Share
    
    Program(1)
    
    (1)
    
    Program (1)Apr. 1 - 30, 2005
    
    
    225,000
    
    
    $
    43.21
    
    
    
    3,136,300
    
    
    
    5,802
    
    
    
    1,369,127May 1 - 31, 2005
    
    
    363,400
    
    
    $
    45.18
    
    
    
    3,499,700
    
    
    
    36,733
    
    
    
    1,042,460Jun. 1  30, 2005
    
    
    0
    
    
    $
    0
    
    
    
    3,499,700
    
    
    
    0
    
    
    
    1,042,460
 
 (1)
    
    The current stock repurchase program was initiated in April 2002 with authorization to
purchase 1.5 million shares plus that number of common shares equal to the number issued
pursuant to employee stock plans subsequent to that date. 15




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Years ended June 30(In thousands, except per share amounts)
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Net sales
    
    $
    279,317
    
    
    $
    258,834
    
    
    $
    214,909
    
    
    $
    182,434
    
    
    $
    186,757Cost of sales
    
    
    91,754
    
    
    
    88,944
    
    
    
    73,273
    
    
    
    63,740
    
    
    
    64,071Revaluation of acquired inventory
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121Gross profit
    
    
    187,563
    
    
    
    169,890
    
    
    
    141,636
    
    
    
    118,694
    
    
    
    122,565Operating expenses:Selling, general and administrative
    
    
    102,539
    
    
    
    89,100
    
    
    
    76,565
    
    
    
    64,607
    
    
    
    63,288Research and product development
    
    
    20,354
    
    
    
    19,155
    
    
    
    16,888
    
    
    
    15,094
    
    
    
    14,742Write-off of in-process research and development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    865Total operating expenses
    
    
    122,893
    
    
    
    108,255
    
    
    
    93,453
    
    
    
    79,701
    
    
    
    78,895Operating income
    
    
    64,670
    
    
    
    61,635
    
    
    
    48,183
    
    
    
    38,993
    
    
    
    43,670Interest income
    
    
    1,276
    
    
    
    801
    
    
    
    504
    
    
    
    528
    
    
    
    850Interest expense
    
    
    (176
    )
    
    
    (240
    )
    
    
    (192
    )
    
    
    (203
    )
    
    
    (353
    )Other income/(expense)
    
    
    801
    
    
    
    (340
    )
    
    
    133
    
    
    
    1,582
    
    
    
    2,893Write-off of a non-affiliated investment
    
    
    
    
    
    
    
    
    
    
    (2,067
    )
    
    
    
    
    
    
    Income before taxes on income and cumulative effect of change in accounting principle
    
    
    66,571
    
    
    
    61,856
    
    
    
    46,561
    
    
    
    40,900
    
    
    
    47,060Taxes on income
    
    
    21,081
    
    
    
    20,481
    
    
    
    15,133
    
    
    
    13,292
    
    
    
    15,295Net income before cumulative effect of change in accounting principle
    
    
    45,490
    
    
    
    41,375
    
    
    
    31,428
    
    
    
    27,608
    
    
    
    31,765Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    359Net income
    
    $
    45,490
    
    
    $
    41,375
    
    
    $
    31,428
    
    
    $
    27,608
    
    
    $
    31,406Basic earnings per share
    
    $
    2.20
    
    
    $
    1.96
    
    
    $
    1.49
    
    
    $
    1.27
    
    
    $
    1.42Diluted earnings per share
    
    $
    2.13
    
    
    $
    1.89
    
    
    $
    1.45
    
    
    $
    1.24
    
    
    $
    1.37Shares used in computing earnings per share amounts:Basic
    
    
    20,655
    
    
    
    21,056
    
    
    
    21,057
    
    
    
    21,705
    
    
    
    22,137Diluted
    
    
    21,388
    
    
    
    21,943
    
    
    
    21,632
    
    
    
    22,184
    
    
    
    22,895
   At June 30(In thousands)
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001Working capital
    
    $
    102,006
    
    
    $
    103,719
    
    
    $
    88,014
    
    
    $
    62,539
    
    
    $
    68,071Total assets
    
    
    238,153
    
    
    
    235,465
    
    
    
    213,100
    
    
    
    180,718
    
    
    
    173,682Long-term debt
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    1,002
    
    
    
    966Stockholders equity
    
    
    183,049
    
    
    
    183,454
    
    
    
    159,280
    
    
    
    131,707
    
    
    
    129,858
 16




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Years ended June 30
    
    2005
    
    2004
    
    2003Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    32.9
    
    
    
    34.4
    
    
    
    34.1Gross profit
    
    
    67.1
    
    
    
    65.6
    
    
    
    65.9Operating expenses:Selling, general and administrative
    
    
    36.7
    
    
    
    34.4
    
    
    
    35.6Research and product development
    
    
    7.2
    
    
    
    7.4
    
    
    
    7.9Total operating expenses
    
    
    43.9
    
    
    
    41.8
    
    
    
    43.5Operating income
    
    
    23.2
    
    
    
    23.8
    
    
    
    22.4Interest income, net
    
    
    0.4
    
    
    
    0.2
    
    
    
    0.1Write-off of a non-affiliate investment
    
    
    
    
    
    
    
    
    
    
    (1.0
    )Other income/(expense)
    
    
    0.2
    
    
    
    (0.1
    )
    
    
    0.1Income before taxes
    
    
    23.8
    
    
    
    23.9
    
    
    
    21.6Taxes on income
    
    
    7.5
    
    
    
    7.9
    
    
    
    7.0Net income
    
    
    16.3
    %
    
    
    16.0
    %
    
    
    14.6
    %
 Net Sales.
   From Fiscal 2004
    
    From Fiscal 2003to
    
    toFiscal 2005
    
    Fiscal 2004Total:
    
    
    8
    %
    
    
    20
    %By geographic region:North America
    
    
    6
    %
    
    
    6
    %Europe
    
    
    13
    %
    
    
    19
    %Asia/Pacific
    
    
    3
    %
    
    
    48
    %
 17




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From Fiscal 2004
    
    From Fiscal 2003to
    
    toFiscal 2005
    
    Fiscal 2004Total:
    
    
    4
    %
    
    
    12
    %By geographic region:North America
    
    
    5
    %
    
    
    4
    %Europe
    
    
    5
    %
    
    
    5
    %Asia/Pacific
    
    
    2
    %
    
    
    40
    %
      Gross Profit.
 Operating Expenses.
     18




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Interest Income.
 Interest Expense.
 Other Income/(Expense).
 Write-off of a Non-Affiliate Investment.
 Taxes on Income.
 Earnings per Share.
 Liquidity and Capital Resources.
 19




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Payments Due by PeriodLess Than
    
    
    1-3
    
    
    4-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Year
    
    
    Years
    
    
    YearsOperating Lease
Obligations
    
    $
    17,895
    
    
    $
    4,193
    
    
    $
    6,299
    
    
    $
    3,996
    
    
    $
    3,407
     20




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 Summary.
  Revenue Recognition Policy.
    Loss Provisions on Accounts Receivable and Inventory.
 22




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Long-Lived Assets, Intangible Assets with Finite Lives and Goodwill.
 
    
    significant underperformance relative to historical or projected future operating results;
    
    significant negative industry or economic trends; and
    
    significant changes or developments in strategic technology.
  Taxes on Income.
 
   Foreign Currency Exchange.
 23




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Interest and Investment Income.
 Debt and Interest Expense.
 24




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PageFINANCIAL STATEMENTSReport of Independent Registered Public Accounting Firm
    
    
    26Consolidated Balance Sheets at June 30, 2005 and 2004
    
    
    27Consolidated Statements of Income for the years ended June 30, 2005, 2004 and 2003
    
    
    28Consolidated Statements of Stockholders Equity for the years ended June 30, 2005, 2004 and 2003
    
    
    29Consolidated Statements of Cash Flows for the years ended June 30, 2005, 2004 and 2003
    
    
    30Notes to Consolidated Financial Statements
    
    
    31
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Internal ControlIntegrated Framework
  
 26




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(In thousands, except share amounts)
 2005
    
    
    2004ASSETSCurrent assets:Cash and equivalents
    
    $
    42,679
    
    
    $
    46,673Short-term investments
    
    
    11,102
    
    
    
    12,113Accounts receivable (net of allowance for doubtful accounts of $953 in 2005 and $760 in 2004)
    
    
    55,450
    
    
    
    53,128Inventories
    
    
    26,510
    
    
    
    24,838Deferred taxes
    
    
    9,978
    
    
    
    10,293Prepaid expenses and other
    
    
    6,364
    
    
    
    3,875Total current assets
    
    
    152,083
    
    
    
    150,920Property, plant and equipment, net
    
    
    53,914
    
    
    
    46,656Goodwill
    
    
    24,638
    
    
    
    24,675Intangible assets, net
    
    
    2,917
    
    
    
    4,357Other assets
    
    
    4,601
    
    
    
    8,857$
    238,153
    
    
    $
    235,465LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable to banks
    
    $
    
    
    
    $
    1,468Accounts payable
    
    
    10,031
    
    
    
    8,113Accrued liabilities
    
    
    34,939
    
    
    
    31,822Income taxes payable
    
    
    1,593
    
    
    
    2,214Accrued product warranty
    
    
    3,514
    
    
    
    3,584Total current liabilities
    
    
    50,077
    
    
    
    47,201Deferred taxes
    
    
    4,196
    
    
    
    3,557Other long-term liabilities
    
    
    831
    
    
    
    1,253Commitments and other contingencies (Note 13)Stockholders equity:Preferred stock (par value $.001 per share; 1,000,000 shares authorized; none outstanding)
    
    
    
    
    
    
    Common stock
(par value $.001 per share; 80,000,000 shares authorized; shares outstanding: 20,161,092 in 2005 and 20,840,881 in 2004)
    
    
    120,359
    
    
    
    103,943Retained earnings
    
    
    57,451
    
    
    
    71,217Accumulated other comprehensive income
    
    
    5,239
    
    
    
    8,294Total stockholders equity
    
    
    183,049
    
    
    
    183,454$
    238,153
    
    
    $
    235,465
  27




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(In thousands, except per share amounts)
 2005
    
    
    2004
    
    
    2003Net sales
    
    $
    279,317
    
    
    $
    258,834
    
    
    $
    214,909Cost of sales
    
    
    91,754
    
    
    
    88,944
    
    
    
    73,273Gross profit
    
    
    187,563
    
    
    
    169,890
    
    
    
    141,636Operating expenses:Selling, general and administrative
    
    
    102,539
    
    
    
    89,100
    
    
    
    76,565Research and product development
    
    
    20,354
    
    
    
    19,155
    
    
    
    16,888Total operating expenses
    
    
    122,893
    
    
    
    108,255
    
    
    
    93,453Operating income
    
    
    64,670
    
    
    
    61,635
    
    
    
    48,183Interest income
    
    
    1,276
    
    
    
    801
    
    
    
    504Interest expense
    
    
    (176
    )
    
    
    (240
    )
    
    
    (192
    )Other income/(expense)
    
    
    801
    
    
    
    (340
    )
    
    
    133Write-off of a non-affiliate investment
    
    
    
    
    
    
    
    
    
    
    (2,067
    )Income before taxes on income
    
    
    66,571
    
    
    
    61,856
    
    
    
    46,561Taxes on income
    
    
    21,081
    
    
    
    20,481
    
    
    
    15,133Net income
    
    $
    45,490
    
    
    $
    41,375
    
    
    $
    31,428Basic earnings per share:
    
    $
    2.20
    
    
    $
    1.96
    
    
    $
    1.49Diluted earnings per share:
    
    $
    2.13
    
    
    $
    1.89
    
    
    $
    1.45Shares used in computing earnings per share:Basic
    
    
    20,655
    
    
    
    21,056
    
    
    
    21,057Diluted
    
    
    21,388
    
    
    
    21,943
    
    
    
    21,632
  28




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AccumulatedOtherCommon Stock
    
    
    Retained
    
    
    Comprehensive
    
    
    
    
    
    
    Comprehensive(Dollars in thousands)
    
    Shares
    
    
    Amount
    
    
    Earnings
    
    
    Income(Loss)
    
    
    Total
    
    
    IncomeBalance, June 30, 2002
    
    
    21,089,372
    
    
    
    67,626
    
    
    
    67,439
    
    
    
    (3,358
    )
    
    
    131,707Comprehensive income, net of tax:Net income
    
    
    
    
    
    
    
    
    
    
    31,428
    
    
    
    
    
    
    
    31,428
    
    
    $
    31,428Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,808
    
    
    
    6,808
    
    
    
    6,808Unrealized loss on securities
(net of tax of $229)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (339
    )
    
    
    (339
    )
    
    
    (339
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    37,897Common stock issued under
employee benefit plans including
related tax benefits
    
    
    567,241
    
    
    
    12,185
    
    
    
    
    
    
    
    
    
    
    
    12,185Repurchase of common stock
    
    
    (722,700
    )
    
    
    (2,416
    )
    
    
    (20,093
    )
    
    
    
    
    
    
    (22,509
    )Balance, June 30, 2003
    
    
    20,933,913
    
    
    
    77,395
    
    
    
    78,774
    
    
    
    3,111
    
    
    
    159,280Comprehensive income, net of tax:Net income
    
    
    
    
    
    
    
    
    
    
    41,375
    
    
    
    
    
    
    
    41,375
    
    
    $
    41,375Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,037
    
    
    
    5,037
    
    
    
    5,037Unrealized gain on securities
(net of tax of $82)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146
    
    
    
    146
    
    
    
    146Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    46,558Common stock issued under
employee benefit plans including
related tax benefits
    
    
    1,023,268
    
    
    
    31,324
    
    
    
    
    
    
    
    
    
    
    
    31,324Repurchase of common stock
    
    
    (1,116,300
    )
    
    
    (4,776
    )
    
    
    (48,932
    )
    
    
    
    
    
    
    (53,708
    )Balance, June 30, 2004
    
    
    20,840,881
    
    
    $
    103,943
    
    
    $
    71,217
    
    
    $
    8,294
    
    
    $
    183,454Comprehensive income, net of tax:Net income
    
    
    
    
    
    
    
    
    
    
    45,490
    
    
    
    
    
    
    
    45,490
    
    
    $
    45,490Foreign currency translation
adjustments (net of tax of
$1,392)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,434
    )
    
    
    (2,434
    )
    
    
    (2,434
    )Unrealized loss on securities
(net of tax of $365)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (621
    )
    
    
    (621
    )
    
    
    (621
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,435Common stock issued under
employee benefit plans including
related tax benefits
    
    
    676,111
    
    
    
    23,823
    
    
    
    
    
    
    
    
    
    
    
    23,823Repurchase of common stock
    
    
    (1,355,900
    )
    
    
    (7,407
    )
    
    
    (59,256
    )
    
    
    
    
    
    
    (66,663
    )Balance, June 30, 2005
    
    
    20,161,092
    
    
    $
    120,359
    
    
    $
    57,451
    
    
    $
    5,239
    
    
    $
    183,049
  29




---



##### Table of Contents



(In thousands)
 2005
    
    
    2004
    
    
    2003Cash and equivalents provided by (used for):Cash flows from operating activities:Net income
    
    $
    45,490
    
    
    $
    41,375
    
    
    $
    31,428Adjustments to reconcile net income to net cash provided by operating activities:Write-off of a non-affiliate investment
    
    
    
    
    
    
    
    
    
    
    2,067Depreciation and amortization
    
    
    6,007
    
    
    
    5,817
    
    
    
    5,912Gain on sale of marketable securities
    
    
    (1,188
    )
    
    
    
    
    
    
    (414
    )Tax benefit related to stock option plans
    
    
    5,655
    
    
    
    8,730
    
    
    
    3,598Deferred taxes
    
    
    (106
    )
    
    
    (1,159
    )
    
    
    (2,221
    )Changes in assets and liabilities:Accounts receivable
    
    
    (2,515
    )
    
    
    (4,120
    )
    
    
    1,851Inventories
    
    
    (1,676
    )
    
    
    1,856
    
    
    
    (1,770
    )Prepaid expenses and other assets
    
    
    (1,668
    )
    
    
    (239
    )
    
    
    (1,658
    )Accounts payable
    
    
    1,882
    
    
    
    2,504
    
    
    
    (110
    )Accrued liabilities
    
    
    6,278
    
    
    
    2,214
    
    
    
    3,315Income taxes payable
    
    
    (930
    )
    
    
    (4,352
    )
    
    
    1,301Accrued product warranty
    
    
    (57
    )
    
    
    271
    
    
    
    65Net cash provided by operating activities
    
    
    57,172
    
    
    
    52,897
    
    
    
    43,364Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    69,428
    
    
    
    11,150
    
    
    
    4,041Purchase of marketable securities
    
    
    (64,652
    )
    
    
    (19,796
    )
    
    
    (6,010
    )Purchase of property, plant and equipment
    
    
    (12,261
    )
    
    
    (4,101
    )
    
    
    (3,659
    )Acquisition, net of cash acquired
    
    
    (3,500
    )
    
    
    (4,169
    )
    
    
    (3,000
    )Investments in unaffiliated companies
    
    
    
    
    
    
    
    
    
    
    (500
    )Other
    
    
    76
    
    
    
    141
    
    
    
    143Net cash used for investing activities
    
    
    (10,909
    )
    
    
    (16,775
    )
    
    
    (8,985
    )Cash flows from financing activities:Net change in notes payable to banks
    
    
    (940
    )
    
    
    50
    
    
    
    (1,169
    )Principal payments on long-term debt
    
    
    (564
    )
    
    
    (595
    )
    
    
    (502
    )Sale of common stock
    
    
    18,168
    
    
    
    22,594
    
    
    
    8,586Repurchase of common stock
    
    
    (66,663
    )
    
    
    (53,708
    )
    
    
    (22,509
    )Net cash used for financing activities
    
    
    (49,999
    )
    
    
    (31,659
    )
    
    
    (15,594
    )Effect of exchange rate changes on cash
    
    
    (258
    )
    
    
    1,389
    
    
    
    3,180Net increase (decrease) in cash and equivalents
    
    
    (3,994
    )
    
    
    5,852
    
    
    
    21,965Cash and equivalents, beginning of year
    
    
    46,673
    
    
    
    40,821
    
    
    
    18,856Cash and equivalents, end of year
    
    $
    42,679
    
    
    $
    46,673
    
    
    $
    40,821Income taxes paid
    
    $
    17,308
    
    
    $
    16,307
    
    
    $
    11,730Interest expense paid
    
    $
    94
    
    
    $
    177
    
    
    $
    123
  30




---



##### Table of Contents



Organization.
 Principles of Consolidation.
 Certain Risks and Uncertainties.
   Cash Equivalents.
 Short-Term Investments.
 Inventories.
 Property, Plant and Equipment.
 Purchased Technology and Goodwill.
   31




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Valuation of Long Lived Assets.
 Revenue Recognition.
   Stock-based Compensation Plans.
  Years ended June 30(In thousands, except per share data)
    
    2005
    
    
    2004
    
    
    2003Net income, as reported
    
    $
    45,490
    
    
    $
    41,375
    
    
    $
    31,428Less: Total stock-based employee
compensation expense determined
under the fair value method for all
awards, net of tax effects
    
    
    5,917
    
    
    
    5,460
    
    
    
    5,309Pro forma net income
    
    $
    39,573
    
    
    $
    35,915
    
    
    $
    26,119Basic earnings per share:As reported
    
    $
    2.20
    
    
    $
    1.96
    
    
    $
    1.49Pro forma
    
    $
    1.92
    
    
    $
    1.71
    
    
    $
    1.24Diluted earnings per share:As reported
    
    $
    2.13
    
    
    $
    1.89
    
    
    $
    1.45Pro forma
    
    $
    1.85
    
    
    $
    1.64
    
    
    $
    1.21
  32




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003Volatility for options
    
    
    47
    %
    
    
    49
    %
    
    
    53
    %Volatility for employee stock purchase plan
    
    
    27-29
    %
    
    
    23-26
    %
    
    
    28-33
    %Risk-free interest rate for options
    
    
    3.56
    %
    
    
    3.30
    %
    
    
    3.03
    %Risk-free interest rate for employee stock purchase plan
    
    
    1.74 - 2.71
    %
    
    
    0.98 - 1.00
    %
    
    
    1.16 - 1.69
    %Expected life of options
    
    5.6
    years
    
    5.9
    years
    
    5.9
    yearsExpected life of employee stock purchase plan
    
    6
    months
    
    6
    months
    
    6
    monthsExpected dividend
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
 Common Stock Repurchases.
  Translation of Foreign Currency.
 Derivative Securities.
   Comprehensive Income.
 (In thousands)
    
    2005
    
    
    2004
    
    
    2003Foreign currency translation adjustments
    
    $
    5,286
    
    
    $
    7,720
    
    
    $
    2,683Unrealized gain(loss) on securities available for sale, net
    
    
    (47
    )
    
    
    574
    
    
    
    428$
    5,239
    
    
    $
    8,294
    
    
    $
    3,111
 Reclassifications.
 New Accounting Pronouncements.
 33




---



##### Table of Contents



34




---



##### Table of Contents



Years ended June 302005
    
    
    2004
    
    
    2003Numerator:Net Income
    
    $
    45,490
    
    
    $
    41,375
    
    
    $
    31,428Denominator:Shares used to compute net income per common share  basic
    
    
    20,655
    
    
    
    21,056
    
    
    
    21,057Effect of dilutive stock options
    
    
    733
    
    
    
    887
    
    
    
    575Shares used to compute net income per common share  diluted
    
    
    21,388
    
    
    
    21,943
    
    
    
    21,632Basic earnings per share
    
    $
    2.20
    
    
    $
    1.96
    
    
    $
    1.49Diluted earnings per share
    
    $
    2.13
    
    
    $
    1.89
    
    
    $
    1.45
     Consolidated Balance Sheet
 As previouslyAt June 30, 2004
    
    Reported
    
    
    Adjustments
    
    
    As ReclassifiedCash and equivalents
    
    $
    57,182
    
    
    $
    (10,509
    )
    
    $
    46,673Short-term investments
    
    
    1,604
    
    
    
    10,509
    
    
    
    12,113
 35




---



##### Table of Contents



Consolidated Statement of Cash Flows
 2004
    
    2003As Previously
    
    
    
    
    
    As
    
    As Previously
    
    
    
    
    
    AsReported
    
    Adjustments
    
    Reclassified
    
    Reported
    
    Adjustments
    
    ReclassifiedProceeds from sale of
marketable securities
    
    
    
    
    
    
    11,150
    
    
    
    11,150
    
    
    
    728
    
    
    
    3,313
    
    
    
    4,041Purchase of marketable
securities
    
    
    (4,147
    )
    
    
    (15,649
    )
    
    
    (19,796
    )
    
    
    
    
    
    
    (6,010
    )
    
    
    (6,010
    )Net cash used for
investing
activities
    
    
    (12,276
    )
    
    
    (4,499
    )
    
    
    (16,775
    )
    
    
    (6,288
    )
    
    
    (2,697
    )
    
    
    (8,985
    )Net increase in cash and
equivalents
    
    
    10,351
    
    
    
    (4,499
    )
    
    
    5,852
    
    
    
    24,662
    
    
    
    (2,697
    )
    
    
    21,965
   36




---



##### Table of Contents



Short-Term Investments
  FairValue ofGross
    
    
    Gross
    
    
    InvestmentsMarket
    
    
    Cost
    
    
    Unrealized
    
    
    Unrealized
    
    
    with UnrealizedValue
    
    
    Basis
    
    
    Gains
    
    
    Losses
    
    
    Losses(In thousands)2005Available for Sale:Corporate Bonds and Notes(1)
    
    $
    977
    
    
    $
    1,013
    
    
    
    0
    
    
    $
    (36
    )
    
    $
    977Held to Maturity:Auction Rate Securities
    
    
    10,125
    
    
    
    10,125
    
    
    
    0
    
    
    
    0
    
    
    
    0$
    11,102
    
    
    $
    11,138
    
    
    $
    0
    
    
    $
    (36
    )
    
    $
    9772004Available
for sale:Equity Securities
    
    
    1,604
    
    
    
    692
    
    
    
    912
    
    
    
    0
    
    
    
    0Held to Maturity:Auction Rate Securities
    
    
    10,509
    
    
    
    10,509
    
    
    
    0
    
    
    
    0
    
    
    
    0$
    12,113
    
    
    $
    11,201
    
    
    $
    912
    
    
    $
    0
    
    
    $
    0
 
 (1)
    
    These investments have been in a loss position for greater than 12 months.  37




---



##### Table of Contents



(In thousands)
    
    2005
    
    
    2004Finished goods
    
    $
    14,032
    
    
    $
    13,208Work in process
    
    
    2,257
    
    
    
    2,654Raw materials and subassemblies
    
    
    10,221
    
    
    
    8,976$
    26,510
    
    
    $
    24,838
   (In thousands)
    
    2005
    
    
    2004Land
    
    $
    22,975
    
    
    $
    20,176Buildings and improvements
    
    
    33,075
    
    
    
    30,105Machinery, equipment and tooling
    
    
    23,050
    
    
    
    20,720Furniture and fixtures
    
    
    8,421
    
    
    
    7,82387,521
    
    
    
    78,824Accumulated depreciation and amortization
    
    
    (33,607
    )
    
    
    (32,168
    )Property, plant and equipment, net
    
    $
    53,914
    
    
    $
    46,656
    Balance as of June 30, 2003
    
    $
    24,261Translation adjustments and other
    
    
    414Balance as of June 30, 2004
    
    $
    24,675Translation adjustments and other
    
    
    (37
    )Balance as of June 30, 2005
    
    $
    24,638
   As of June 30, 2005
    
    
    As of June 30, 2004Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and Trademarks
    
    $
    379
    
    
    $
    (379
    )
    
    
    
    
    
    $
    379
    
    
    $
    (379
    )
    
    $
    Developed Technology
    
    
    9,718
    
    
    
    (7,889
    )
    
    
    1,829
    
    
    
    9,750
    
    
    
    (6,505
    )
    
    
    3,245Customer Relationships
    
    
    1,325
    
    
    
    (237
    )
    
    
    1,088
    
    
    
    1,186
    
    
    
    (74
    )
    
    
    1,112Total
    
    $
    11,422
    
    
    $
    (8,505
    )
    
    $
    2,917
    
    
    $
    11,315
    
    
    $
    (6,958
    )
    
    $
    4,357
 38




---



##### Table of Contents



Years Ended
    
    AmortizationJune 30,
    
    Expense2006
    
    $
    1,0552007
    
    $
    8632008
    
    $
    3572009
    
    $
    1482010
    
    $
    109Thereafter
    
    $
    385$
    2,917
        CHARGEDBALANCE
    
    
    
    
    
    
    (CREDITED)
    
    
    
    
    
    
    BALANCEBEGINNING
    
    
    
    
    
    
    TO OTHER
    
    
    
    
    
    
    ENDOF YEAR
    
    
    ADDITIONS
    
    
    ACCOUNTS (1)
    
    
    DEDUCTIONS(2)
    
    
    OF YEARAccrued product warranty:June 30, 2005
    
    $
    3,584
    
    
    $
    3,400
    
    
    
    (3
    )
    
    $
    (3,467
    )
    
    $
    3,514June 30, 2004
    
    $
    3,188
    
    
    $
    2,417
    
    
    $
    164
    
    
    $
    (2,185
    )
    
    $
    3,584June 30, 2003
    
    $
    2,912
    
    
    $
    2,642
    
    
    $
    216
    
    
    $
    (2,582
    )
    
    $
    3,188
 
 (1)
    
    Effects of exchange rate changes.(2)
    
    Product warranty costs. 39




---



##### Table of Contents



(In thousands)
    
    2005
    
    
    2004Accrued payroll and related expenses
    
    $
    13,044
    
    
    $
    12,465Deferred revenues
    
    
    12,800
    
    
    
    9,775Accrued earn-out on acquisition
    
    
    
    
    
    
    3,500Other accrued liabilities
    
    
    9,096
    
    
    
    6,082$
    34,940
    
    
    $
    31,822
  Stock Option Plans.
  2005
    
    
    2004
    
    
    2003Wtd. Avg.
    
    
    
    
    
    
    Wtd. Avg.
    
    
    
    
    
    
    Wtd. Avg.Exercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOptions outstanding, beginning of year
    
    
    2,642,714
    
    
    $
    29.33
    
    
    
    3,119,358
    
    
    $
    24.97
    
    
    
    3,419,172
    
    
    $
    23.39Granted
    
    
    300,050
    
    
    
    47.70
    
    
    
    584,500
    
    
    
    39.87
    
    
    
    269,000
    
    
    
    26.03Exercised
    
    
    (635,998
    )
    
    
    26.04
    
    
    
    (987,850
    )
    
    
    21.80
    
    
    
    (509,187
    )
    
    
    14.40Canceled
    
    
    (45,124
    )
    
    
    31.73
    
    
    
    (73,292
    )
    
    
    29.47
    
    
    
    (59,629
    )
    
    
    29.20Options outstanding, end of year
    
    
    2,261,642
    
    
    $
    32.65
    
    
    
    2,642,716
    
    
    $
    29.33
    
    
    
    3,119,536
    
    
    $
    24.97Options exercisable at year-end
    
    
    1,491,853
    
    
    $
    28.93
    
    
    
    1,615,195
    
    
    $
    26.81
    
    
    
    2,038,353
    
    
    $
    24.03Weighted average fair value of options granted during the year
    
    
    
    
    
    $
    22.54
    
    
    
    
    
    
    $
    20.39
    
    
    
    
    
    
    $
    13.70
  Options Outstanding
    
    
    Options ExercisableWeighted Avg.
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Avg.
    
    
    
    
    
    
    Avg.Range of
    
    Number
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExerciseExercise Prices
    
    Outstanding
    
    
    Life (yrs)
    
    
    Price
    
    
    Exercisable
    
    
    Price$16.31  23.98
    
    
    472,680
    
    
    
    5.88
    
    
    $
    23.29
    
    
    
    403,347
    
    
    $
    23.1724.06  25.75
    
    
    419,251
    
    
    
    5.00
    
    
    
    24.87
    
    
    
    340,563
    
    
    
    24.7227.00  32.25
    
    
    540,427
    
    
    
    4.65
    
    
    
    31.72
    
    
    
    529,427
    
    
    
    31.7433.50  39.47
    
    
    443,584
    
    
    
    7.93
    
    
    
    39.24
    
    
    
    191,159
    
    
    
    38.9441.03  47.19
    
    
    358,950
    
    
    
    8.69
    
    
    
    45.70
    
    
    
    25,000
    
    
    
    41.0351.07  54.86
    
    
    26,750
    
    
    
    9.04
    
    
    
    53.93
    
    
    
    2,357
    
    
    
    51.17$16.31  54.86
    
    
    2,261,642
    
    
    
    6.31
    
    
    $
    32.65
    
    
    
    1,491,853
    
    
    $
    28.93
  Employee Stock Purchase Plan.
 40




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##### Table of Contents



Years ended June 30(In
thousands)2005
    
    
    2004
    
    2003Current:Federal
    
    $
    10,584
    
    
    $
    9,439
    
    
    $
    6,961State
    
    
    664
    
    
    
    1,449
    
    
    
    1,015Foreign
    
    
    9,415
    
    
    
    10,280
    
    
    
    8,639Total current
    
    
    20,663
    
    
    
    21,168
    
    
    
    16,615Deferred:Federal
    
    
    (84
    )
    
    
    (1,197
    )
    
    
    (780
    )State
    
    
    82
    
    
    
    (111
    )
    
    
    (80
    )Foreign
    
    
    420
    
    
    
    621
    
    
    
    (622
    )Total deferred
    
    
    418
    
    
    
    (687
    )
    
    
    (1,482
    )$
    21,081
    
    
    $
    20,481
    
    
    $
    15,133
  Years ended June 30(In
thousands)2005
    
    
    2004
    
    
    2003Domestic
    
    $
    53,918
    
    
    $
    45,699
    
    
    $
    30,516Foreign
    
    
    12,653
    
    
    
    16,157
    
    
    
    16,045$
    66,571
    
    
    $
    61,856
    
    
    $
    46,561
  Years ended June 30(In
thousands)2005
    
    
    2004Current deferred tax assets:Accounting accruals deductible in different periods for tax purposes
    
    $
    9,784
    
    
    $
    9,883State income tax
    
    
    44
    
    
    
    265Other
    
    
    150
    
    
    
    145Total current deferred tax assets
    
    
    9,978
    
    
    
    10,293Noncurrent deferred tax asset  Difference in tax basis from acquisition
    
    
    1,605
    
    
    
    2,250Noncurrent deferred tax liabilities:Accelerated depreciation
    
    
    916
    
    
    
    849Net unrealized gain on available for sale securities
    
    
    2
    
    
    
    368Excess tax basis from acquisition
    
    
    1,605
    
    
    
    2,250Accumulated translation adjustment
    
    
    1,392
    
    
    
    Other
    
    
    281
    
    
    
    90Total deferred tax liabilities
    
    
    4,196
    
    
    
    3,557Net deferred tax assets
    
    $
    7,387
    
    
    $
    8,986
 41




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##### Table of Contents



Years ended June 302005
    
    
    2004
    
    
    2003Statutory Federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of Federal income tax effect
    
    
    0.7
    
    
    
    1.4
    
    
    
    1.3ETI benefit
    
    
    (2.3
    )
    
    
    (2.1
    )
    
    
    (2.9
    )Taxes on foreign income
    
    
    0.5
    
    
    
    1.1
    
    
    
    0.1Other
    
    
    (2.2
    )
    
    
    (2.3
    )
    
    
    (1.0
    )31.7
    %
    
    
    33.1
    %
    
    
    32.5
    %
           Years ended June 30(In
thousands)2005
    
    
    2004
    
    
    2003Products
    
    $
    242,581
    
    
    $
    227,270
    
    
    $
    187,410Installation and Training Services
    
    
    9,218
    
    
    
    7,127
    
    
    
    6,976Maintenance
    
    
    27,518
    
    
    
    24,437
    
    
    
    20,523$
    279,317
    
    
    $
    258,834
    
    
    $
    214,909
 42




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##### Table of Contents



Years ended June 30(In thousands)
    
    2005
    
    
    2004
    
    
    2003Net sales to unaffiliated customers:United States
    
    $
    79,553
    
    
    $
    74,169
    
    
    $
    71,418Europe
    
    
    88,075
    
    
    
    77,259
    
    
    
    64,559Japan
    
    
    34,391
    
    
    
    42,140
    
    
    
    27,299Germany
    
    
    32,107
    
    
    
    29,514
    
    
    
    25,501Other International
    
    
    45,191
    
    
    
    35,752
    
    
    
    26,132Consolidated net sales to unaffiliated customers
    
    $
    279,317
    
    
    $
    258,834
    
    
    $
    214,909At June 30Long-lived assets:United States
    
    $
    41,495
    
    
    $
    38,582
    
    
    $
    39,017Europe
    
    
    10,010
    
    
    
    10,771
    
    
    
    11,897Japan
    
    
    10,304
    
    
    
    10,699
    
    
    
    9,758Germany
    
    
    22,678
    
    
    
    23,112
    
    
    
    19,067Other International
    
    
    1,583
    
    
    
    1,381
    
    
    
    148Consolidated assets
    
    $
    86,070
    
    
    $
    84,545
    
    
    $
    79,887
      Quarter(In thousands, except per share amounts)
    
    First
    
    
    Second
    
    
    Third
    
    
    FourthFiscal 2005:Net sales
    
    $
    63,208
    
    
    $
    74,152
    
    
    $
    70,801
    
    
    $
    71,156Gross profit
    
    
    41,632
    
    
    
    49,479
    
    
    
    47,860
    
    
    
    48,592Net income
    
    
    9,664
    
    
    
    12,727
    
    
    
    11,960
    
    
    
    11,139Basic earnings per share
    
    $
    0.47
    
    
    $
    0.61
    
    
    $
    0.58
    
    
    $
    0.55Diluted earnings per share
    
    $
    0.45
    
    
    $
    0.59
    
    
    $
    0.56
    
    
    $
    0.53Fiscal 2004:Net sales
    
    $
    53,276
    
    
    $
    65,539
    
    
    $
    70,746
    
    
    $
    69,273Gross profit
    
    
    35,268
    
    
    
    43,702
    
    
    
    46,117
    
    
    
    44,803Net income
    
    
    7,591
    
    
    
    10,766
    
    
    
    12,387
    
    
    
    10,631Basic earnings per share
    
    $
    0.36
    
    
    $
    0.51
    
    
    $
    0.58
    
    
    $
    0.51Diluted earnings per share
    
    $
    0.35
    
    
    $
    0.49
    
    
    $
    0.56
    
    
    $
    0.49
 43




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##### Table of Contents



Managements Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
    Planned
Remediation Steps to Address the Material Weakness
  Changes in Internal Control over Financial Reporting
  44




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##### Table of Contents



Internal Control  Integrated Framework
     As of June 30, 2005, the Company did not maintain adequate controls supporting
segregation of duties in certain of its foreign subsidiaries. Specifically, independent
review and approval of manual journal entries was not performed and user access to
accounting systems was not adequately controlled. Due to the potential pervasive effect on
the financial statement account balances and disclosures, these deficiencies in the design
of controls over the journal entry processes and the accounting system access, individually
or in aggregate, could result in a material misstatement to the annual or interim
consolidated financial statements that would not be prevented or detected.
  Internal Control  Integrated Framework Internal Control  Integrated
Framework
   
 45




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46




---



##### Table of Contents



CODE OF ETHICS
  
   
   
   
   47




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##### Table of Contents



(a) (1)
    
    Financial Statements  See Index to Financial Statements
at Page 25 of this Report.
 (2)
    
    Financial Statement Schedules  See Index to Financial Statement Schedules at page 50 of
this Report.(3)
    
    Exhibits  See Exhibit Index at page 54 through 55 of this Report.
 48




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##### Table of Contents



DIONEX CORPORATION
(Company)Date:
October 12, 2005
    
    By
    
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident and Chief Executive Officer
   Signature
    
    Title
    
    Date/s/ Lukas Braunschweiler

Lukas Braunschweiler
    
    President, Chief
Executive Officer,
and Director
(Principal Executive
Officer)
    
    October 12, 2005/s/ Craig A. McCollam

Craig A. McCollam
    
    Vice President and
Chief Financial
Officer (Principal
Financial and
Accounting Officer)
    
    October 12, 2005/s/ A. Blaine Bowman

A. Blaine Bowman
    
    Chairman of the Board
    
    October 12, 2005/s/ David L. Anderson

David L. Anderson
    
    Director
    
    October 12, 2005/s/ B.J. Moore

B.J. Moore
    
    Director
    
    October 12, 2005/s/ Riccardo Pigliucci

Riccardo Pigliucci
    
    Director
    
    October 12, 2005/s/ Michael W. Pope

Michael W. Pope
    
    Director
    
    October 12, 2005
 49




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##### Table of Contents



PageFINANCIAL STATEMENT SCHEDULESReport of Independent Registered Public Accounting Firm
    
    
    51Schedule II  Valuation and Qualifying Accounts and Reserves
    
    
    52
  50




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##### Table of Contents



51




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##### Table of Contents



ChargedBalance
    
    
    
    
    
    
    (Credited)Beginning
    
    
    
    
    
    
    to Other
    
    
    
    
    
    
    Balanceof Year
    
    
    Additions
    
    
    Accounts (1)
    
    
    Deductions (2)
    
    
    End of YearYEAR ENDED JUNE 30, 2005:Allowance for doubtful accounts
    
    $
    760
    
    
    $
    350
    
    
    $
    (15
    )
    
    $
    (142
    )
    
    $
    953YEAR ENDED JUNE 30, 2004:Allowance for doubtful accounts
    
    $
    1,275
    
    
    $
    130
    
    
    $
    26
    
    
    $
    (671
    )
    
    $
    760YEAR ENDED JUNE 30, 2003:Allowance for doubtful accounts
    
    $
    989
    
    
    $
    356
    
    
    $
    (36
    )
    
    $
    (34
    )
    
    $
    1,275
 
 (1)
    
    Effects of exchange rate changes(2)
    
    Accounts written off, net of recoveries 52




---



##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference3.1
    
    Restated Certificate of Incorporation, filed November 6, 1996
    
    
    (2
    )3.2
    
    Bylaws, as amended on July 29, 2002
    
    
    (5
    )4.1
    
    Stockholder Rights Agreement dated January 21, 1999, between the Company and BankBoston N.A.
    
    
    (3
    )10.1
    
    Agreement, effective as of January 1, 1975, between The Dow Chemical Company and International Plasma
Corporation
    
    
    (1
    )10.2
    
    Memorandum agreement, dated March 14, 1975, between The Dow Chemical Company and International Plasma
Corporation
    
    
    (1
    )10.3
    
    Agreement, dated March 6, 1975, between International Plasma Corporation and the former Dionex
Corporation
    
    
    (1
    )10.4
    
    Consent to Assignment executed as of March 26, 1980, between the Dow Chemical Company and the former
Dionex Corporation
    
    
    (1
    )10.5
    
    Amendatory Agreement, effective as of November 1, 1981,between The Dow Chemical Company and the
Company (with certain confidential information deleted)
    
    
    (1
    )10.6
    
    Amendatory Agreement, effective as of July 1, 1982, between The Dow Chemical Company and the Company
(with certain confidential information deleted)
    
    
    (1
    )10.7
    
    Medical Care Reimbursement Plan (Exhibit 10.17)
    
    
    (1
    )10.8
    
    Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Company (Exhibit 10.15)
    
    
    (4
    )10.11
    
    First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Company
    
    
    (6
    )10.12
    
    Stock Option Plan (Exhibit 99.1)10.13
    
    Form of Stock Option Agreement for non-employee directors (Exhibit 99.2)
    
    
    (8
    )10.14
    
    Form of Stock Option Agreement for other than non-employee directors (Exhibit 99.3)
    
    
    (8
    )10.15
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    
    (7
    )10.16
    
    Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and
the Company (Exhibit 10.1)
    
    
    (9
    )10.17
    
    Change in Control Severance Benefit Plan (Exhibit 10.15)
    
    
    (10
    )21.1
    
    Subsidiaries of the Company
    
    
    *23.1
    
    Consent of Independent Registered Public Accounting Firm
    
    
    *31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    *31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    *32.1
    
    Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    *32.2
    
    Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    *




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##### Table of Contents



(1)
    
    Incorporated by reference to the indicated exhibit in Amendment No. 1 of the Companys
Registration Statement on Form S-1filed December 7, 1982.(2)
    
    Incorporated by reference to the corresponding exhibit in the Companys Annual Report on
Form 10-Q filed February 13, 1997.(3)
    
    Incorporated by reference to the corresponding exhibit in the Companys Quarterly Report
on Form 10-Q filed February 16,1999.(4)
    
    Incorporated by reference to the indicated exhibit in the Companys Quarterly Report on
Form 10-Q filed February 14, 2001.(5)
    
    Incorporated by reference to the indicated Exhibit 10.17 in the Companys Annual Report on
Form 10-K filed August 28, 2002.(6)
    
    Incorporated by reference to the indicated Exhibit in the Companys Annual Report on
Form 10-K filed September 24, 2003.(7)
    
    Incorporated by reference to the indicated exhibit in the Companys Annual Report on
Form 10-K filed September 10, 2004.(8)
    
    Incorporated by reference to the Companys Registration Statement on Form S-8 filed
December 8, 2004.(9)
    
    Incorporated by reference to the indicated exhibit in the Companys current Report on
Form 8-K filed December 22, 2004.(10)
    
    Incorporated by reference to the indicated exhibit in the Companys Quarterly Report on
Form 10-Q filed May 10, 2005.