##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 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
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)1228 Titan Way, Sunnyvale, California
    
    94085(Address of principal executive offices)
    
    (Zip Code)
   þ o
  o þ o
  o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    20,129,528




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##### 



PagePART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSCONDENSED CONSOLIDATED BALANCE SHEETS AS OF December 31, 2005 and June 30, 2005
    
    
    3CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE Three Months Ended
December 31, 2005 and 2004
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE Six Months Ended December
31, 2005 and 2004
    
    
    5CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE Six Months Ended
December 31, 2005 and 2004
    
    
    6NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    7-12ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    13-19ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
    
    
    20ITEM 4. CONTROLS AND PROCEDURES
    
    
    20PART II. OTHER INFORMATIONITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    23ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    24ITEM 6. EXHIBITS
    
    
    25-26SIGNATURES
    
    
    27EXHIBITSEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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December 31,
    
    
    June 30,2005
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    46,903
    
    
    $
    42,679Short-term investments
    
    
    13,463
    
    
    
    11,102Accounts receivable (net of allowance for doubtful accounts of $862 at December 31, 2005 and $953
at June 30, 2005)
    
    
    57,141
    
    
    
    55,450Inventories
    
    
    25,728
    
    
    
    26,510Deferred taxes
    
    
    8,012
    
    
    
    9,978Prepaid expenses and other current assets
    
    
    5,972
    
    
    
    6,364Total current assets
    
    
    157,219
    
    
    
    152,083Property, plant and equipment, net
    
    
    55,935
    
    
    
    53,914Goodwill
    
    
    24,475
    
    
    
    24,638Intangible assets, net
    
    
    5,118
    
    
    
    2,917Other assets
    
    
    4,492
    
    
    
    4,601$
    247,239
    
    
    $
    238,153LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    9,513
    
    
    $
    10,031Accrued liabilities
    
    
    35,696
    
    
    
    34,939Income taxes payable
    
    
    2,506
    
    
    
    1,593Accrued product warranty
    
    
    3,549
    
    
    
    3,514Total current liabilities
    
    
    51,264
    
    
    
    50,077Deferred taxes
    
    
    3,022
    
    
    
    4,196Other long-term liabilities
    
    
    1,054
    
    
    
    831Stockholders 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; issued and outstanding:20,045,652 shares at December 31, 2005 and 20,161,092 shares at June 30, 2005)
    
    
    136,174
    
    
    
    120,359Retained earnings
    
    
    52,435
    
    
    
    57,451Accumulated other comprehensive income
    
    
    3,290
    
    
    
    5,239Total stockholders equity
    
    
    191,899
    
    
    
    183,049$
    247,239
    
    
    $
    238,153
  3




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Three Months EndedDecember 31,2005
    
    

2004Net sales
    
    $
    74,341
    
    
    $
    74,152Cost of sales
    
    
    24,529
    
    
    
    24,673Gross profit
    
    
    49,812
    
    
    
    49,479Operating expenses:Selling, general and administrative
    
    
    27,800
    
    
    
    25,417Research and product development
    
    
    5,440
    
    
    
    5,397Total operating expenses
    
    
    33,240
    
    
    
    30,814Operating income
    
    
    16,572
    
    
    
    18,665Interest income
    
    
    328
    
    
    
    337Interest expense
    
    
    (33
    )
    
    
    (80
    )Other income (expense), net
    
    
    65
    
    
    
    (142
    )Income before taxes
    
    
    16,932
    
    
    
    18,780Taxes on income
    
    
    6,032
    
    
    
    6,053Net income
    
    $
    10,900
    
    
    $
    12,727Basic earnings per share
    
    $
    0.54
    
    
    $
    0.61Diluted earnings per share
    
    $
    0.53
    
    
    $
    0.59Shares used in computing per share amounts:Basic
    
    
    20,038
    
    
    
    20,783Diluted
    
    
    20,554
    
    
    
    21,647
  4




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Six Months EndedDecember 31,2005
    
    

2004Net sales
    
    $
    142,441
    
    
    $
    137,360Cost of sales
    
    
    48,299
    
    
    
    46,249Gross profit
    
    
    94,142
    
    
    
    91,111Operating expenses:Selling, general and administrative
    
    
    54,480
    
    
    
    47,835Research and product development
    
    
    10,974
    
    
    
    10,326Total operating expenses
    
    
    65,454
    
    
    
    58,161Operating income
    
    
    28,688
    
    
    
    32,950Interest income
    
    
    639
    
    
    
    539Interest expense
    
    
    (86
    )
    
    
    (132
    )Other income (expense), net
    
    
    1,538
    
    
    
    313Income before taxes
    
    
    30,779
    
    
    
    33,670Taxes on income
    
    
    10,865
    
    
    
    11,279Net income
    
    $
    19,914
    
    
    $
    22,391Basic earnings per share
    
    $
    0.99
    
    
    $
    1.08Diluted earnings per share
    
    $
    0.97
    
    
    $
    1.04Shares used in computing per share amounts:Basic
    
    
    20,076
    
    
    
    20,750Diluted
    
    
    20,621
    
    
    
    21,570
  5




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Six Months EndedDecember 31,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    19,914
    
    
    $
    22,391Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    3,301
    
    
    
    3,051Gain on sale of marketable securities
    
    
    
    
    
    
    (646
    )Non-cash stock based compensation
    
    
    3,131
    
    
    
    Tax benefit related to stock option plans
    
    
    
    
    
    
    3,456Deferred taxes
    
    
    2,858
    
    
    
    (754
    )Changes in assets and liabilities:Accounts receivable
    
    
    (2,868
    )
    
    
    (243
    )Inventories
    
    
    239
    
    
    
    933Prepaid expenses and other assets
    
    
    393
    
    
    
    (2,075
    )Accounts payable
    
    
    (453
    )
    
    
    1,014Accrued liabilities
    
    
    1,424
    
    
    
    1,442Income taxes payable
    
    
    980
    
    
    
    (950
    )Accrued product warranty
    
    
    108
    
    
    
    157Net cash provided by operating activities
    
    
    29,027
    
    
    
    27,776Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    16,346
    
    
    
    23,842Purchase of marketable securities
    
    
    (18,700
    )
    
    
    (39,050
    )Purchase of property, plant and equipment
    
    
    (5,576
    )
    
    
    (3,707
    )Purchase of intangible assets
    
    
    (2,997
    )
    
    
    Other
    
    
    48
    
    
    
    20Net cash used for investing activities
    
    
    (10,879
    )
    
    
    (18,895
    )Cash flows from financing activities:Principal payments on debt
    
    
    
    
    
    
    (274
    )Sale of common stock
    
    
    12,605
    
    
    
    12,784Tax benefit related to stock option plans
    
    
    3,507
    
    
    
    Repurchase of common stock
    
    
    (28,418
    )
    
    
    (26,189
    )Net cash used for financing activities
    
    
    (12,306
    )
    
    
    (13,679
    )Effect of exchange rate changes on cash
    
    
    (1,618
    )
    
    
    3,048Net increase (decrease) in cash and equivalents
    
    
    4,224
    
    
    
    (1,750
    )Cash and equivalents, beginning of period
    
    
    42,679
    
    
    
    46,673Cash and equivalents, end of period
    
    $
    46,903
    
    
    $
    44,923Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    5,575
    
    
    $
    9,218Interest paid
    
    $
    21
    
    
    $
    93
  6




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7




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Three Months Ended
    
    
    Six Months EndedDecember 31, 2005
    
    

December 31, 2005Cost of Sales
    
    $
    117
    
    
    $
    172Selling, general and administrative expenses
    
    
    974
    
    
    
    2,172Research and development expenses
    
    
    363
    
    
    
    787Tax Benefit
    
    
    (351
    )
    
    
    (739
    )$
    1,103
    
    
    $
    2,392
    Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2004
    
    
    2004Net income, as reported
    
    $
    12,727
    
    
    $
    22,391Less: Total stock-based employee
compensation expense determined
under fair value method for all
awards, net of taxes
    
    
    2,064
    
    
    
    4,624Tax benefit (reduction)
    
    
    (837
    )
    
    
    (1,549
    )Pro forma net income
    
    $
    11,500
    
    
    $
    19,316Earnings per share:Basic  as reported
    
    $
    0.61
    
    
    $
    1.08Basic  pro forma
    
    $
    0.55
    
    
    $
    0.93Diluted  as reported
    
    $
    0.59
    
    
    $
    1.04Diluted  pro forma
    
    $
    0.53
    
    
    $
    0.89
  Six MonthsEnded December 31,2005
    
    
    2004Volatility for options
    
    
    40
    %
    
    
    47
    %Volatility for employee stock purchase plan
    
    
    29
    %
    
    
    28
    %Risk-free interest rate for options
    
    
    4 - 4.5
    %
    
    
    3.56
    %Risk-free interest rate for employee stock purchase plan
    
    
    3.60
    %
    
    
    1.74
    %Expected life of options
    
    4.75 years
    
    5.6 yearsExpected life of employee stock purchase plan
    
    6 months
    
    6 monthsExpected dividend
    
    $
    0.00
    
    
    $
    0.00
  8




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December 31,
    
    
    June 30,2005
    
    
    2005Finished goods
    
    $
    13,721
    
    
    $
    14,032Work in process
    
    
    1,893
    
    
    
    2,257Raw materials
    
    
    10,114
    
    
    
    10,221$
    25,728
    
    
    $
    26,510
    Consolidated Statement of Cash Flows
 Six Months EndedDecember 31, 2004As Previously
    
    
    
    
    
    
    AsReported
    
    
    Adjustments
    
    
    ReclassifiedProceeds from sale of marketable securities
    
    $
    960
    
    
    $
    22,882
    
    
    $
    23,842Purchase of marketable securities
    
    
    
    
    
    
    (39,050
    )
    
    
    (39,050
    )Net cash used for investing activities
    
    
    (2,727
    )
    
    
    (16,163
    )
    
    
    (18,895
    )Net increase(decrease) in cash and cash equivalents
    
    
    14,418
    
    
    
    (16,168
    )
    
    
    (1,750
    )
   FairValue ofGross
    
    
    Gross
    
    
    InvestmentsMarket
    
    
    Cost
    
    
    Unrealized
    
    
    Unrealized
    
    
    with UnrealizedValue
    
    
    Basis
    
    
    Gains
    
    
    Losses
    
    
    Losses(In thousands)December 31, 2005Available for Sale:Corporate Bonds and Notes(1)
    
    $
    313
    
    
    $
    335
    
    
    
    
    
    
    $
    (22
    )
    
    $
    313Held to Maturity:Auction Rate Securities
    
    
    13,150
    
    
    
    13,150
    
    
    
    
    
    
    
    
    
    
    
    $
    13,463
    
    
    $
    13,485
    
    
    $
    
    
    
    $
    (22
    )
    
    $
    313June 30, 2005Available for sale:Corporate Bonds and notes
    
    $
    977
    
    
    $
    1,013
    
    
    $
    
    
    
    $
    (36
    )
    
    $
    977Held to Maturity:Auction Rate Securities
    
    
    10,125
    
    
    
    10,125
    
    
    
    
    
    
    
    
    
    
    
    $
    11,102
    
    
    $
    11,138
    
    
    $
    
    
    
    $
    (36
    )
    
    $
    977
 
 (1)
    
    These short-term investments have been in a loss position for greater than 12 months. 9




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Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income, as reported
    
    $
    10,900
    
    
    $
    12,727
    
    
    $
    19,914
    
    
    $
    22,391Foreign currency translation adjustments, net of taxes
    
    
    (1,456
    )
    
    
    7,792
    
    
    
    (1,964
    )
    
    
    8,878Unrealized gain (loss) on securities available for sale, net of taxes
    
    
    2
    
    
    
    (100
    )
    
    
    15
    
    
    
    (216
    )Comprehensive income
    
    $
    9,446
    
    
    $
    16,664
    
    
    $
    17,965
    
    
    $
    31,053
        Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Numerator:Net Income
    
    $
    10,900
    
    
    $
    12,727
    
    
    $
    19,914
    
    
    $
    22,391Denominator:Weighted average shares used to
compute net income per common
share  basic
    
    
    20,038
    
    
    
    20,783
    
    
    
    20,076
    
    
    
    20,750Effect of dilutive stock options
    
    
    516
    
    
    
    864
    
    
    
    545
    
    
    
    820Weighted average shares used to
compute net income per common
share  diluted
    
    
    20,554
    
    
    
    21,647
    
    
    
    20,621
    
    
    
    21,570Basic earnings per share
    
    $
    0.54
    
    
    $
    0.61
    
    
    $
    0.99
    
    
    $
    1.08Diluted earnings per share
    
    $
    0.53
    
    
    $
    0.59
    
    
    $
    0.97
    
    
    $
    1.04
  10




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TotalBalance as of July 1, 2005
    
    $
    24,638Translation adjustments
    
    
    (163
    )Balance as of December 31, 2005
    
    $
    24,475
   As of December 31, 2005
    
    
    As of June 30, 2005Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and Trademarks
    
    $
    3,377
    
    
    
    (561
    )
    
    
    2,816
    
    
    $
    379
    
    
    $
    (379
    )
    
    
    Developed Technology
    
    
    9,604
    
    
    
    (8,324
    )
    
    
    1,280
    
    
    
    9,718
    
    
    
    (7,889
    )
    
    
    1,829Other
    
    
    1,338
    
    
    
    (316
    )
    
    
    1,022
    
    
    
    1,325
    
    
    
    (237
    )
    
    
    1,088Total
    
    $
    14,319
    
    
    $
    (9,201
    )
    
    $
    5,118
    
    
    $
    11,422
    
    
    $
    (8,505
    )
    
    $
    2,917
   RemainingYear Ending
    
    AmortizationJune 30,
    
    Expense2006
    
    $
    6442007
    
    
    1,2952008
    
    
    7892009
    
    
    5772010
    
    
    539Thereafter
    
    
    1,274Total
    
    $
    5,118
 11




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Balance
    
    
    Provision
    
    
    
    
    
    
    Actual
    
    
    BalanceBeginning
    
    
    for
    
    
    
    
    
    
    Warranty
    
    
    End ofof Period
    
    
    Warranties(2)
    
    
    Other(1)
    
    
    Costs Incurred(3)
    
    
    PeriodAccrued Product Warranty for Six Months Ended:December 31, 2005
    
    $
    3,514
    
    
    $
    2,157
    
    
    $
    (70
    )
    
    $
    (2.052
    )
    
    $
    3,549December 31, 2004
    
    $
    3,584
    
    
    $
    1,228
    
    
    $
    239
    
    
    $
    (1,070
    )
    
    $
    3,981
 
 (1)
    
    Effects of exchange rate changes(2)
    
    Provision for warranties related to products sold during the period(3)
    
    Costs of warranty claims processed during the period     12




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13




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Three Months Ended
    
    Three Months EndedDecember 31,
    
    December 31,2005
    
    2004Percentage change in net salesTotal:
    
    0%
    
    13%By geographic region:North America
    
    4%
    
    14%Europe
    
    -3%
    
    15%Asia/Pacific
    
    2%
    
    10%
 Three Months Ended
    
    Three Months EndedDecember 31,
    
    December 31,2005
    
    2004Percentage change in net sales excluding currency fluctuationsTotal:
    
    4%
    
    8%By geographic region:North America
    
    4%
    
    13%Europe
    
    3%
    
    5%Asia/Pacific
    
    5%
    
    8%
     14




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15




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Six Months Ended
    
    Six Months EndedDecember 31,
    
    December 31,2005
    
    2004Percentage change in net salesTotal:
    
    4%
    
    16%By geographic region:North America
    
    2%
    
    11%Europe
    
    2%
    
    16%Asia/Pacific
    
    9%
    
    23%
 Six Months Ended
    
    Six Months EndedDecember 31,
    
    December 31,2005
    
    2004Percentage change in net sales excluding currency fluctuationsTotal:
    
    5%
    
    10%By geographic region:North America
    
    1%
    
    10%Europe
    
    5%
    
    5%Asia/Pacific
    
    11%
    
    20%
      16




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsLines of Credit
    
    $
    917
    
    
    $
    917
    
    
    $
    
    
    
    $
    
    
    
    $
    Mortgage Note Payable
    
    
    551
    
    
    
    551
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    15,307
    
    
    
    3,752
    
    
    
    4,655
    
    
    
    2,521
    
    
    
    4,379Other Obligations
    
    
    3,500
    
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Commitments
    
    $
    20,275
    
    
    $
    8,720
    
    
    $
    4,655
    
    
    $
    2,521
    
    
    $
    4,379
  17




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18




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
    
    significant underperformance relative to historical or projected future operating results;
    
    significant negative industry or economic trends; and
    
    significant changes or developments in strategic technology.
       19




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Foreign Currency Exchange
  Interest and Investment Income
 Debt and Interest Expense
 
    20




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Planned Remediation Steps to address the Material Weakness.
 
    
    reviewed with senior management and the audit committee of its board of directors the
issues which led to the material weakness;
    
    is making enhancements to provide more accurate account in variance analysis
    
    is establishing clear responsibilities among the
Companys world-wide accounting personnel and increased their formal
interaction and coordination to reflect better segregation of duties
    
    is implementing the use of monthly checklists and journal entry logs at the Companys subsidiaries
    
    has set up a steering committee that meets weekly to discuss progress of remediation
plans relating to deficiencies which led to material weakness, and to monitor the Companys
FY06 internal control plans and status;
  
  
   The continuation or expansion of the current economic uncertainty in key markets would likely harm
the Companys operating results.
  Foreign currency fluctuations and other risks related to international operations may adversely
affect the Companys operating results.
  Fluctuation in worldwide demand for analytical instrumentation could affect the Companys operating
results.
  21




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Fluctuations in the Companys quarterly operating results may cause the Companys stock price to
decline.
  If the Company does not introduce new products that are attractive to its customers on a timely
basis, the Companys products may become obsolete.
  The Companys revenues depend on successfully competing for market share in a highly competitive
market.
   The Companys ability to maintain inventories and meet customer demand for its products is critical
to its operating results.
   The Companys executive officers and other key employees are critical to its business, they may not
remain with the Company in the future and finding talented replacements would be difficult.
  The success of the Companys business is dependent in part on protecting its proprietary
information and inventions. Obtaining and protecting the Companys proprietary products, processes
and technologies can be difficult and expensive.
  22




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The Companys failure to achieve and maintain effective internal controls in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on its stock
price.
  
     Total
    
    
    
    MaximumShares
    
    
    
    Number ofPurchased
    
    Additional
    
    Shares thatTotal
    
    
    
    as Part of
    
    Shares
    
    May Yet BeNumber
    
    Avg.
    
    Publicly
    
    Authorized
    
    Purchasedof Shares
    
    Price Paid
    
    Announced
    
    for
    
    Under thePeriod
    
    Purchased
    
    per Share
    
    Program(1)
    
    Purchase (1)
    
    Program (1)Oct. 1 - 31, 2005
    
    
    
    
    
    3,885,600
    
    
    
    915,978Nov. 1 - 30, 2005
    
    199,283
    
    $48.42
    
    4,084,883
    
    210,325
    
    927,020Dec. 1 - 31, 2005
    
    
    
    
    
    4,084,883
    
    
    
    927,020
 
 (1)
    
    The current repurchase of 1.5 million shares of common stock plus that number of shares of
common stock equal to the number of shares issued pursuant to employee stock plans subsequent
to that date. 23




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For
    
    WithheldDavid L. Anderson
    
    17,216,223
    
    A. Blaine Bowman
    
    17,190,944
    
    Lukas Braunschweiler
    
    17,192,078
    
    Roderick McGeary
    
    17,211,480
    
    Ricardo Pigliucci
    
    17,185,832
    
    Michael W. Pope
    
    16,387,453
    
    
  1.
    
    To ratify the selection of Deloitte & Touche LLP as the independent auditors of the Company
for the fiscal year ending June 30, 2006.
 For
    
    Against
    
    
    Abstained17,342,500
    
    
    322,982
    
    
    
    1,135,000
 24




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##### Table of Contents



Item 6. EXHIBITS
 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
    
    Shareholder Rights Agreement dated January 21, 1999, between the Registrant and BankBoston N.A.
    
    (3)10.1
    
    Agreement, effective as of January 1, 1975, between The Dow Chemical Company and InternationalPlasma Corporation
    
    (1)10.2
    
    Agreement, dated March 6, 1975, between International Plasma Corporation and the former DionexCorporation
    
    (1)10.3
    
    Memorandum agreement, dated March 14, 1975, between The Dow Chemical Company and InternationalPlasma
    
    (1)10.4
    
    Consent to Assignment executed as of March 26, 1980, between the Dow Chemical Company and theformer Dionex Corporation
    
    (1)10.5
    
    Amendatory Agreement, effective as of November 1, 1981,between The Dow Chemical Company andthe Registrant (with certain confidential information deleted)
    
    (1)10.6
    
    Amendatory Agreement, effective as of July 1, 1982, between The Dow Chemical Company and theRegistrant (with certain confidential information deleted)
    
    (1)10.7
    
    Registrants Medical Care Reimbursement Plan (Exhibit 10.17)
    
    (1)10.8
    
    Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Registrant (Exhibit10.15)
    
    (4)10.9
    
    First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and theRegistrant
    
    (6)10.10
    
    Registrants Employee Stock Participation Plan (Exhibit 10.13)
    
    (7)10.10
    
    Registrants 2004 Equity Incentive Plan (Exhibit 99.1)
    
    (8)10.11
    
    Registrants Form of Stock Option Agreement for non-employee directors (Exhibit 99.2)
    
    (8)
 25




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference10.12
    
    Registrants Form of Stock Option Agreement for other than non-employee directors  (Exhibit 99.3)
    
    (8)10.14
    
    Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and theRegistrant (Exhibit 10.1)
    
    (9)10.15
    
    Change in Control Severance Benefit Plan
    
    (10)10.16
    
    Summary of severance bonus arrangement with A. Blaine Bowman
    
    (11)10.17
    
    Summary of compensation arrangements with Registrants executive officers
    
    (12)21.1
    
    Subsidiaries of Registrant31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Incorporated by reference to the indicated exhibit in Amendment No. 1 of the Registrants
Registration Statement on Form S-1 filed December 7, 1982.(2)
    
    Incorporated by reference to the corresponding exhibit in the Registrants Annual Report on
Form 10-Q filed February 13, 1997.(3)
    
    Incorporated by reference to the corresponding exhibit in the Registrants Quarterly Report
on Form 10-Q filed February 16, 1999.(4)
    
    Incorporated by reference to the indicated exhibit in the Registrants Quarterly Report on
Form 10-Q filed February 14, 2001.(5)
    
    Incorporated by reference to the indicated exhibit in the Registrants Annual Report on Form
10-K filed August 28, 2002.(6)
    
    Incorporated by reference to the indicated exhibit in the Registrants Annual Report on Form
10-K filed September 24, 2003.(7)
    
    Incorporated by reference to the indicated exhibit in the Registrants Annual Report on Form
10-K filed September 10, 2004.(8)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-8 filed
December 8, 2004.(9)
    
    Incorporated by reference to the indicated exhibit in the Registrants Current Report on Form
8-K filed December 22, 2004.(10)
    
    Incorporated by reference to the indicated exhibit in the Registrants Quarterly Report on
Form 10Q filed May 10, 2005.(11)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed January 31,
2006.(12)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed August 3, 2005. 26




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DIONEX CORPORATION
(Registrant)Date: February 9, 2006
    By:
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive Officer and DirectorBy:
    /s/ Craig A. McCollamCraig A. McCollamVice President and Chief Financial Officer 27




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Exhibit Index