##### 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 March 31, 2006
 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
    
    19,991,771




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##### Table of Contents



PagePART I. FINANCIAL
INFORMATIONITEM
1.
    
    FINANCIAL
STATEMENTSCONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2006 and June 30, 2005
    

    2CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31,
2006 and 2005
    

    3CONDENSED CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended March 31, 2006
and 2005
    

    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31,
2006 and 2005
    

    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    

    6-12ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    

    13-18ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
    

    19ITEM 4.



    
    CONTROLS AND PROCEDURES
    

    19PART II. OTHER INFORMATION
    
    
    20ITEM
1A.
    
    RISK FACTORS
    

    20-22ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    

    22ITEM 6.
    
    EXHIBITS
    

    23-24SIGNATURES
    

    25EXHIBITSEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
 1




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March 31,
    
    
    June 30,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    47,888
    
    
    $
    42,679Short-term investments
    
    
    16,679
    
    
    
    11,102Accounts receivable (net of allowance for doubtful accounts of $910 at March 31, 2006 and
$953 at June 30, 2005)
    
    
    57,645
    
    
    
    55,450Inventories
    
    
    27,346
    
    
    
    26,510Deferred taxes
    
    
    7,907
    
    
    
    9,978Prepaid expenses and other
    
    
    7,532
    
    
    
    6,364Total current assets
    
    
    164,997
    
    
    
    152,083Property, plant and equipment, net
    
    
    57,349
    
    
    
    53,914Goodwill
    
    
    24,648
    
    
    
    24,638Intangible assets, net
    
    
    4,826
    
    
    
    2,917Other assets
    
    
    4,583
    
    
    
    4,601$
    256,403
    
    
    $
    238,153LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    10,083
    
    
    
    10,031Accrued liabilities
    
    
    37,373
    
    
    
    34,939Income taxes payable
    
    
    3,770
    
    
    
    1,593Accrued product warranty
    
    
    3,386
    
    
    
    3,514Total current liabilities
    
    
    54,612
    
    
    
    50,077Deferred taxes
    
    
    4,215
    
    
    
    4,196Other long-term liabilities
    
    
    1,195
    
    
    
    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:19,990,671 shares at March 31, 2006 and 20,161,092 shares at June 30, 2005)
    
    
    147,667
    
    
    
    120,359Retained earnings
    
    
    43,912
    
    
    
    57,451Accumulated other comprehensive income
    
    
    4,802
    
    
    
    5,239Total stockholders equity
    
    
    196,381
    
    
    
    183,049$
    256,403
    
    
    $
    238,153
  2




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Three Months EndedMarch 31,2006
    
    
    2005Net sales
    
    $
    73,674
    
    
    $
    70,801Cost of sales
    
    
    25,126
    
    
    
    22,941Gross profit
    
    
    48,548
    
    
    
    47,860Operating expenses:Selling, general and administrative
    
    
    27,739
    
    
    
    26,060Research and product development
    
    
    5,675
    
    
    
    4,801Total operating expenses
    
    
    33,414
    
    
    
    30,861Operating income
    
    
    15,134
    
    
    
    16,999Interest income
    
    
    495
    
    
    
    351Interest expense
    
    
    (36
    )
    
    
    (4
    )Other income (expense), net
    
    
    (73
    )
    
    
    67Income before taxes
    
    
    15,520
    
    
    
    17,413Taxes on income
    
    
    5,155
    
    
    
    5,453Net income
    
    $
    10,365
    
    
    $
    11,960Basic earnings per share
    
    $
    0.52
    
    
    $
    0.58Diluted earnings per share
    
    $
    0.50
    
    
    $
    0.56Shares used in computing per share amounts:Basic
    
    
    20,049
    
    
    
    20,763Diluted
    
    
    20,542
    
    
    
    21,543
  3




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Nine Months EndedMarch 31,2006
    
    
    2005Net sales
    
    $
    216,115
    
    
    $
    208,161Cost of sales
    
    
    73,425
    
    
    
    69,190Gross profit
    
    
    142,690
    
    
    
    138,971Operating expenses:Selling, general and administrative
    
    
    82,219
    
    
    
    73,895Research and product development
    
    
    16,649
    
    
    
    15,127Total operating expenses
    
    
    98,868
    
    
    
    89,022Operating income
    
    
    43,822
    
    
    
    49,949Interest income
    
    
    1,134
    
    
    
    890Interest expense
    
    
    (122
    )
    
    
    (136
    )Other income, net
    
    
    1,465
    
    
    
    380Income before taxes
    
    
    46,299
    
    
    
    51,083Taxes on income
    
    
    16,020
    
    
    
    16,732Net income
    
    $
    30,279
    
    
    $
    34,351Basic earnings per share
    
    $
    1.51
    
    
    $
    1.66Diluted earnings per share
    
    $
    1.47
    
    
    $
    1.59Shares used in computing per share amounts:Basic
    
    
    20,067
    
    
    
    20,755Diluted
    
    
    20,595
    
    
    
    21,561
  4




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Nine Months EndedMarch 31,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    30,279
    
    
    $
    34,351Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    4,810
    
    
    
    4,528Stock based compensation
    
    
    4,397
    
    
    
    Gain on sale of marketable securities
    
    
    
    
    
    
    (644
    )Loss on
disposal of fixed assets
    
    
    399
    
    
    
    Tax benefit related to stock option plans
    
    
    
    
    
    
    5,177Deferred taxes
    
    
    4,184
    
    
    
    (120
    )Changes in assets and liabilities:Accounts receivable
    
    
    (2,835
    )
    
    
    (1,788
    )Inventories
    
    
    (966
    )
    
    
    (1,074
    )Prepaid expenses and other assets
    
    
    (1,288
    )
    
    
    (1,045
    )Accounts payable
    
    
    67
    
    
    
    122Accrued liabilities
    
    
    2,976
    
    
    
    1,450Income taxes payable
    
    
    2,154
    
    
    
    (2,500
    )Accrued product warranty
    
    
    (105
    )
    
    
    107Net cash provided by operating activities
    
    
    44,072
    
    
    
    38,564Cash flows from investing activities:Earnout provision of LC Packings
    
    
    
    
    
    
    (3,500
    )Proceeds from sale of marketable securities
    
    
    23,346
    
    
    
    39,522Purchase of marketable securities
    
    
    (28,800
    )
    
    
    (50,475
    )Purchase of property, plant and equipment
    
    
    (8,037
    )
    
    
    (5,175
    )Purchase of intangible assets
    
    
    (3,005
    )
    
    
    Other
    
    
    
    
    
    
    68Net cash used for investing activities
    
    
    (16,496
    )
    
    
    (19,560
    )Cash flows from financing activities:Net change in revolving line of credit
    
    
    
    
    
    
    (942
    )Principal payments on debt
    
    
    
    
    
    
    (423
    )Sale of common stock
    
    
    23,023
    
    
    
    17,365Tax benefit related to stock option plans
    
    
    5,752
    
    
    
    Repurchase of common stock
    
    
    (49,722
    )
    
    
    (40,520
    )Net cash used for financing activities
    
    
    (20,947
    )
    
    
    (24,520
    )Effect of exchange rate changes on cash
    
    
    (1,420
    )
    
    
    1,770Net increase (decrease) in cash and equivalents
    
    
    5,209
    
    
    
    (3,746
    )Cash and equivalents, beginning of period
    
    
    42,679
    
    
    
    46,673Cash and equivalents, end of period
    
    $
    47,888
    
    
    $
    42,927Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    7,310
    
    
    $
    13,470Interest paid
    
    $
    41
    
    
    $
    93
  5




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6




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Three Months Ended
    
    
    Nine Months EndedMarch 31, 2006
    
    
    March 31, 2006Cost of sales
    
    $
    106
    
    
    $
    278Selling, general and administrative expenses
    
    
    852
    
    
    
    3,024Research and development expenses
    
    
    309
    
    
    
    1,096Tax benefit
    
    
    (428
    )
    
    
    (1,167
    )$
    839
    
    
    $
    3,231
  a)
    
    Income from continuing operations would have been $1.3 million and $4.4 million
higher for the three and nine months ended March 31, 2006, respectively.b)
    
    Net income would have been $839,000 and $3.2 million higher for the three and nine
months ended March 31, 2006, respectively.c)
    
    Cash flows from operations would have been $2.2 million
and $5.8 million higher for the
three and nine months ended March 31, 2006, respectively.d)
    
    Cash flows from financing activities would have been $2.2 million and $5.8 million
lower for the three and nine months ended March 31, 2006, respectively.e)
    
    Basic and diluted earnings per share would have been $0.04 and $0.05 higher for the
three months ended March 31, 2006, respectively.f)
    
    Basic and diluted earnings per share would have been $0.16
higher for the nine months ended March 31, 2006, respectively.
   Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2005
    
    
    2005Net income, as reported
    
    $
    11,960
    
    
    $
    34,351Less: Total stock-based
employee compensation expense
determined under fair value
method for all awards, net of
taxes
    
    
    1,988
    
    
    
    6,612Tax benefit (reduction)
    
    
    (723
    )
    
    
    (2,272
    )Pro forma net income
    
    $
    10,695
    
    
    $
    30,011Earnings per share:Basic  as reported
    
    $
    0.58
    
    
    $
    1.66Basic  pro forma
    
    $
    0.52
    
    
    $
    1.45Diluted  as reported
    
    $
    0.56
    
    
    $
    1.59Diluted  pro forma
    
    $
    0.50
    
    
    $
    1.39
  Nine MonthsEnded March 31,2006
    
    2005Volatility for options
    
    
    40
    %
    
    
    47
    %Volatility for employee stock purchase plan
    
    
    30
    %
    
    
    28
    %Risk-free interest rate for options
    
    
    4  4.5
    %
    
    
    3.56
    %Risk-free interest rate for employee stock purchase plan
    
    
    3.6  4.4
    %
    
    
    1.74  2.71
    %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
  Determining Fair Value
      7




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WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise Price
    
    
    Contractual
    
    
    Intrinsic ValueOptions
    
    
    Per Share
    
    
    Term (years)
    
    
    (in 000s)Outstanding July 1, 2005
    
    
    2,261,542
    
    
    $
    32.65Granted
    
    
    314,650
    
    
    
    48.05Exercised
    
    
    (238,265
    )
    
    
    25.29Forfeited or expired
    
    
    (6,338
    )
    
    
    41.11Outstanding at October 1, 2005
    
    
    2,331,589
    
    
    
    35.45
    
    
    
    6.80
    
    
    
    43,834Granted
    
    
    37,000
    
    
    
    49.74Exercised
    
    
    (210,325
    )
    
    
    27.33Forfeited or expired
    
    
    (14,878
    )
    
    
    45.64Outstanding at January 1, 2006
    
    
    2,143,386
    
    
    
    36.43
    
    
    
    6.75
    
    
    
    27,114Granted
    
    
    5,000
    
    
    
    48.19Exercised
    
    
    (318,867
    )
    
    
    30.09Forfeited or expired
    
    
    (23,136
    )
    
    
    43.03Outstanding March 31, 2006
    
    
    1,806,383
    
    
    
    37.49
    
    
    
    6.86
    
    
    
    43,335Exercisable at September 30, 2005
    
    
    1,404,823
    
    
    
    30.54
    
    
    
    5.69
    
    
    
    33,308Exercisable at December 31, 2005
    
    
    1,309,368
    
    
    
    31.36
    
    
    
    5.62
    
    
    
    23,202Exercisable at January 31, 2006
    
    
    1,054,969
    
    
    
    32.17
    
    
    
    5.76
    
    
    
    30,921
    8




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March 31,
    
    
    June 30,2006
    
    
    2005Finished goods
    
    $
    14,520
    
    
    $
    14,032Work in process
    
    
    1,826
    
    
    
    2,257Raw materials
    
    
    11,000
    
    
    
    10,221$
    27,346
    
    
    $
    26,510
    FairValue ofGross
    
    
    Gross
    
    
    InvestmentsMarket
    
    
    Cost
    
    
    Unrealized
    
    
    Unrealized
    
    
    with UnrealizedValue
    
    
    Basis
    
    
    Gains
    
    
    Losses
    
    
    Losses(In thousands)March 31, 2006Available for Sale:Corporate Bonds and Notes(1)
    
    $
    429
    
    
    $
    458
    
    
    
    
    
    
    $
    (29
    )
    
    $
    429Held to Maturity:Auction Rate Securities
    
    
    16,250
    
    
    
    16,250
    
    
    
    
    
    
    
    
    
    
    
    $
    16,679
    
    
    $
    16,708
    
    
    $
    
    
    
    $
    (29
    )
    
    $
    429June 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.   Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income, as reported
    
    $
    10,365
    
    
    $
    11,960
    
    
    $
    30,279
    
    
    $
    34,351Foreign currency translation adjustments
    
    
    1,518
    
    
    
    (4,147
    )
    
    
    (446
    )
    
    
    4,731Unrealized gain/(loss) on securities available for sale, net
    
    
    (6
    )
    
    
    (32
    )
    
    
    9
    
    
    
    (249
    )Comprehensive income
    
    $
    11,877
    
    
    $
    7,781
    
    
    $
    29,842
    
    
    $
    38,833
 9




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Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Numerator:Net income
    
    $
    10,365
    
    
    $
    11,960
    
    
    $
    30,279
    
    
    $
    34,351Denominator:Weighted average shares used to
compute net income per common
share  basic
    
    
    20,049
    
    
    
    20,763
    
    
    
    20,067
    
    
    
    20,755Effect of dilutive stock options
    
    
    493
    
    
    
    780
    
    
    
    528
    
    
    
    806Weighted average shares used to
compute net income per common
share  diluted
    
    
    20,542
    
    
    
    21,543
    
    
    
    20,595
    
    
    
    21,561Basic earnings per share
    
    $
    0.52
    
    
    $
    0.58
    
    
    $
    1.51
    
    
    $
    1.66Diluted earnings per share
    
    $
    0.50
    
    
    $
    0.56
    
    
    $
    1.47
    
    
    $
    1.59
     TotalBalance as of July 1, 2005
    
    $
    24,638Translation adjustments
    
    
    10Balance as of March 31, 2006
    
    $
    24,648
  10




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As of March 31, 2006
    
    
    As of June 30, 2005Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and Trademarks
    
    $
    3,384
    
    
    $
    (670
    )
    
    $
    2,714
    
    
    $
    379
    
    
    $
    (379
    )
    
    $
    Developed technology
    
    
    9,725
    
    
    
    (8,623
    )
    
    
    1,102
    
    
    
    9,718
    
    
    
    (7,889
    )
    
    
    1,829Other
    
    
    1,373
    
    
    
    (363
    )
    
    
    1,010
    
    
    
    1,325
    
    
    
    (237
    )
    
    
    1,088Total
    
    
    14,482
    
    
    $
    (9,656
    )
    
    $
    4,826
    
    
    $
    11,422
    
    
    $
    (8,505
    )
    
    $
    2,917
     RemainingYear Ending
    
    AmortizationJune 30,
    
    Expense2006
    
    $
    3422007
    
    
    1,2452008
    
    
    7392009
    
    
    5312010
    
    
    531Thereafter
    
    
    1,438Total
    
    $
    4,826
 11




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Balance
    
    
    Provision
    
    
    
    
    
    
    Actual
    
    
    BalanceBeginning
    
    
    for
    
    
    
    
    
    
    Warranty
    
    
    End ofof Period
    
    
    Warranties(2)
    
    
    Other(1)
    
    
    Costs Incurred(3)
    
    
    PeriodAccrued Product Warranty
Nine Months Ended:March 31, 2006
    
    $
    3,514
    
    
    $
    2,555
    
    
    $
    (22
    )
    
    $
    (2,661
    )
    
    $
    3,386March, 31, 2005
    
    $
    3,584
    
    
    $
    1,705
    
    
    $
    134
    
    
    $
    (1,603
    )
    
    $
    3,820
 
 (1)
    
    Provision for warranties related to products sold during the period(2)
    
    Effects of exchange rate changes(3)
    
    Costs of warranty claims processed during the period     12




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Three MonthsEndedMarch 31, 2006Percentage change in net salesTotal:
    
    
    4
    %By geographic region:North America
    
    
    3
    %Europe
    
    
    6
    %Asia/Pacific
    
    
    3
    %
  Three MonthsEndedMarch 31, 2006Percentage change in net sales excluding currency fluctuationsTotal:
    
    
    10
    %By geographic region:North America
    
    
    2
    %Europe
    
    
    17
    %Asia/Pacific
    
    
    10
    %
 13




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14




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Nine Months EndedMarch 31, 2006Percentage change in net salesTotal:
    
    
    4
    %By geographic region:North America
    
    
    2
    %Europe
    
    
    3
    %Asia/Pacific
    
    
    7
    %
 Nine Months EndedMarch 31, 2006Percentage change in net sales excluding current fluctuationsTotal:
    
    
    7
    %By geographic region:North America
    
    
    2
    %Europe
    
    
    9
    %Asia/Pacific
    
    
    10
    %
      15




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsOperating Lease Obligations
    
    $
    17,895
    
    
    $
    4,193
    
    
    $
    6,299
    
    
    $
    3,996
    
    
    $
    3,407
  16




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17




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##### Table of Contents




    
    significant underperformance relative to historical or projected future operating results;
    
    significant negative industry or economic trends; and
    
    significant changes or developments in strategic technology.
       18




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Foreign Currency Exchange
  Interest and Investment Income
 Debt and Interest Expense
 
    19




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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.
  20




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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.
  21




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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.
    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)January 1  31, 2006
    
    
    
    
    
    
    
    
    
    
    4,084,833
    
    
    
    13,402
    
    
    
    940,422February 1  28, 2006
    
    
    257,325
    
    
    $
    53.62
    
    
    
    4,342,208
    
    
    
    295,654
    
    
    
    978,751March 1  31, 2006
    
    
    137,347
    
    
    $
    54.66
    
    
    
    4,479,555
    
    
    
    30,635
    
    
    
    872,039
 
 (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. 22




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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 International
Plasma Corporation
    
    
    (1
    )10.2
    
    
    Agreement, dated March 6, 1975, between International Plasma Corporation and the former Dionex
Corporation
    
    
    (1
    )10.3
    
    
    Memorandum agreement, dated March 14, 1975, between The Dow Chemical Company and International
Plasma
    
    
    (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
Registrant (with certain confidential information deleted)
    
    
    (1
    )10.6
    
    
    Amendatory Agreement, effective as of July 1, 1982, between The Dow Chemical Company and the
Registrant (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 (Exhibit 10.15)
    
    
    (4
    )10.9
    
    
    First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the
Registrant
    
    
    (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
    )10.12
    
    
    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 the
Registrant (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
    )31.1
    
    
    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. 23




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##### Table of Contents



(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. 24




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##### Table of Contents



DIONEX CORPORATION(Registrant)Date: May 10, 2006
    
    By:
    
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive Officer And DirectorBy:
    
    /s/ Craig A. McCollamCraig A. McCollamVice President, and Chief Financial Officer
 25




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##### Table of Contents



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.