##### Table of Contents



UNITED STATESSECURITIES 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, 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
  Large accelerated filer þ
    
    Accelerated Filer o
    
    Non-accelerated filer o
  o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    19,096,955




---



##### 



PagePART I. FINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTSCONDENSED CONSOLIDATED BALANCE SHEETS AS OF December 31, 2006 and June 30, 2006
    
    
    3CONDENSED
CONSOLIDATED STATEMENTS OF INCOME FOR THE
Three Months Ended December 31, 2006 and 2005
    
    
    4CONDENSED
CONSOLIDATED STATEMENTS OF INCOME FOR THE
Six Months Ended December 31, 2006 and 2005
    
    
    5CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
Six Months Ended December 31, 2006 and 2005
    
    
    6NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    7-13ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    14-20ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
    
    
    21ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    21PART II. OTHER INFORMATIONITEM 1A.
    
    RISK FACTORS
    
    
    22-23ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    24ITEM 3.
    
    EXHIBITSITEM 6.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    24SIGNATURESEXHIBITSEXHIBIT 10.8EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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December 31,
    
    
    June 30,2006
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    52,071
    
    
    $
    43,524Short-term investments
    
    
    351
    
    
    
    7,490Accounts receivable (net of allowance for doubtful accounts of $686 at December 31, 2006
and $674 at June 30, 2006)
    
    
    62,422
    
    
    
    63,008Inventories
    
    
    27,867
    
    
    
    27,702Deferred taxes
    
    
    9,993
    
    
    
    9,915Prepaid expenses and other
    
    
    6,565
    
    
    
    5,791Total current assets
    
    
    159,269
    
    
    
    157,430Property, plant and equipment, net
    
    
    62,053
    
    
    
    58,700Goodwill
    
    
    25,218
    
    
    
    24,982Intangible assets, net
    
    
    4,308
    
    
    
    4,522Other assets
    
    
    4,221
    
    
    
    4,768$
    255,069
    
    
    $
    250,402LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    5,938
    
    
    $
    Accounts payable
    
    
    10,560
    
    
    
    9,395Accrued liabilities
    
    
    41,233
    
    
    
    39,673Income taxes payable
    
    
    5,713
    
    
    
    7,100Accrued product warranty
    
    
    3,259
    
    
    
    3,493Total current liabilities
    
    
    66,703
    
    
    
    59,661Deferred taxes
    
    
    3,982
    
    
    
    3,952Other long-term liabilities
    
    
    1,752
    
    
    
    1,407Stockholders 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:19,074,905 shares at December 31, 2006 and 19,624,839 shares at June 30, 2006)
    
    
    149,521
    
    
    
    148,214Retained earnings
    
    
    22,181
    
    
    
    28,589Accumulated other comprehensive income
    
    
    10,930
    
    
    
    8,579Total stockholders equity
    
    
    182,632
    
    
    
    185,382$
    255,069
    
    
    $
    250,402
  3




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Three Months EndedDecember 31,2006
    
    
    2005Net sales
    
    $
    83,519
    
    
    $
    74,341Cost of sales
    
    
    27,655
    
    
    
    24,529Gross profit
    
    
    55,864
    
    
    
    49,812Operating expenses:Selling, general and administrative
    
    
    30,576
    
    
    
    27,800Research and product development
    
    
    6,101
    
    
    
    5,440Total operating expenses
    
    
    36,677
    
    
    
    33,240Operating income
    
    
    19,187
    
    
    
    16,572Interest income
    
    
    283
    
    
    
    328Interest expense
    
    
    (92
    )
    
    
    (33
    )Other income, net
    
    
    262
    
    
    
    65Income before taxes
    
    
    19,640
    
    
    
    16,932Taxes on income
    
    
    6,373
    
    
    
    6,032Net income
    
    $
    13,267
    
    
    $
    10,900Basic earnings per share
    
    $
    .69
    
    
    $
    0.54Diluted earnings per share
    
    $
    .68
    
    
    $
    0.53Shares used in computing per share amounts:Basic
    
    
    19,154
    
    
    
    20,038Diluted
    
    
    19,609
    
    
    
    20,554
  4




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Six Months EndedDecember 31,2006
    
    
    2005Net sales
    
    $
    156,376
    
    
    $
    142,441Cost of sales
    
    
    52,614
    
    
    
    48,299Gross profit
    
    
    103,762
    
    
    
    94,142Operating expenses:Selling, general and administrative
    
    
    59,005
    
    
    
    54,480Research and product development
    
    
    11,849
    
    
    
    10,974Total operating expenses
    
    
    70,854
    
    
    
    65,454Operating income
    
    
    32,908
    
    
    
    28,688Interest income
    
    
    622
    
    
    
    639Interest expense
    
    
    (122
    )
    
    
    (86
    )Other income (expense), net
    
    
    (69
    )
    
    
    1,538Income before taxes
    
    
    33,339
    
    
    
    30,779Taxes on income
    
    
    11,401
    
    
    
    10,865Net income
    
    $
    21,938
    
    
    $
    19,914Basic earnings per share
    
    $
    1.14
    
    
    $
    0.99Diluted earnings per share
    
    $
    1.11
    
    
    $
    0.97Shares used in computing per share amounts:Basic
    
    
    19,297
    
    
    
    20,076Diluted
    
    
    19,732
    
    
    
    20,621
  5




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Six Months EndedDecember 31,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    21,938
    
    
    $
    19,914Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    3,403
    
    
    
    3,301Stock based compensation
    
    
    2,508
    
    
    
    3,131Loss on disposal of fixed assets
    
    
    120
    
    
    
    Excess tax benefit related to stock option plans
    
    
    (462
    )
    
    
    (3,507
    )Deferred income taxes
    
    
    (83
    )
    
    
    2,858Changes in assets and liabilities:Accounts receivable
    
    
    1,353
    
    
    
    (2,868
    )Inventories
    
    
    385
    
    
    
    239Prepaid expenses and other assets
    
    
    479
    
    
    
    393Accounts payable
    
    
    1,074
    
    
    
    (453
    )Accrued liabilities
    
    
    1,086
    
    
    
    1,424Income taxes payable
    
    
    (1,090
    )
    
    
    4,487Accrued product warranty
    
    
    (262
    )
    
    
    108Net cash provided by operating activities
    
    
    30,449
    
    
    
    29,027Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    9,700
    
    
    
    16,346Purchase of marketable securities
    
    
    (2,600
    )
    
    
    (18,700
    )Purchase of property, plant and equipment
    
    
    (5,506
    )
    
    
    (5,576
    )Purchase of intangible assets
    
    
    (423
    )
    
    
    (2,997
    )Other
    
    
    
    
    
    
    48Net cash provided by (used for) investing activities
    
    
    1,171
    
    
    
    (10,879
    )Cash flows from financing activities:Net change in revolving line of credit
    
    
    5,938
    
    
    
    Proceeds from issuance of common stock
    
    
    3,118
    
    
    
    12,605Excess tax benefit related to stock option plans
    
    
    462
    
    
    
    3,507Repurchase of common stock
    
    
    (33,134
    )
    
    
    (28,418
    )Net cash used for financing activities
    
    
    (23,616
    )
    
    
    (12,306
    )Effect of exchange rate changes on cash
    
    
    543
    
    
    
    (1,618
    )Net increase in cash and cash equivalents
    
    
    8,547
    
    
    
    4,224Cash and cash equivalents, beginning of period
    
    
    43,524
    
    
    
    42,679Cash and cash equivalents, end of period
    
    $
    52,071
    
    
    $
    46,903Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    12,471
    
    
    $
    5,575Interest expense paid
    
    
    58
    
    
    
    21Other non-cash activities:Property and equipment purchased (but not paid for)
    
    $
    418
    
    
    $
    384
  6




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Share-Based
Payment
  Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31, 20052006
    
    
    2005
    
    
    2006
    
    
    2005Cost of sales
    
    $
    95
    
    
    $
    117
    
    
    $
    181
    
    
    $
    172Selling, general and administrative expenses
    
    
    871
    
    
    
    974
    
    
    
    1,720
    
    
    
    2,172Research and development expenses
    
    
    312
    
    
    
    363
    
    
    
    607
    
    
    
    787Total stock-based compensation expenses
    
    
    1,278
    
    
    
    1,454
    
    
    
    2,508
    
    
    
    3,131Tax effect on stock-based compensation
    
    
    (295
    )
    
    
    (351
    )
    
    
    (649
    )
    
    
    (739
    )Net effect on net income
    
    $
    983
    
    
    $
    1,103
    
    
    $
    1,859
    
    
    $
    2,392Excess tax benefit related to stock option plans:Cash flows from operations
    
    $
    (353
    )
    
    $
    (1,580
    )
    
    $
    (462
    )
    
    $
    (3,507
    )Cash flows from financing activities
    
    
    353
    
    
    
    1,580
    
    
    
    462
    
    
    
    3,507Effects on earnings per share:Basic
    
    $
    0.05
    
    
    $
    0.06
    
    
    $
    0.10
    
    
    $
    0.12Diluted
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.09
    
    
    $
    0.12
  Six Months EndedDecember 31,2006
    
    2005Volatility for option plan
    
    
    28.5
    %
    
    
    40
    %Volatility for ESPP
    
    
    27.8
    %
    
    
    29
    %Risk-free interest rate for option plan
    
    
    4.50
    %
    
    
    44.50
    %Risk-free interest rate for ESPP
    
    
    4.9
    %
    
    
    3.6
    %Expected life of option plan
    
    4.04
    years
    
    4.75
    yearsExpected life of ESPP
    
    6
    months
    
    6
    monthsExpected dividend
    
    $
    0.00
    
    
    $
    0.00
    8




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WeightedAverage
    
    
    AggregateWeighted
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Average
    
    
    Contractual
    
    
    ValueOutstanding
    
    
    Exercise Price
    
    
    Term (Years)
    
    
    (in 000s )Balance at June 30, 2006
    
    
    1,736,593
    
    
    $
    37.43Options granted
    
    
    320,250
    
    
    
    53.76Options exercised
    
    
    (75,126
    )
    
    
    30.67Options forfeited/cancelled/expired
    
    
    (12,300
    )
    
    
    49.32Balance at December 31, 2006
    
    
    1,969,417
    
    
    $
    40.25
    
    
    
    6.74
    
    
    $
    32,422Exercisable at December 31, 2006
    
    
    1,199,962
    
    
    $
    34.48
    
    
    
    5.55
    
    
    $
    26,678
    9




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December 31,
    
    
    June 30,2006
    
    
    2006Finished goods
    
    $
    15,211
    
    
    $
    13,962Work in process
    
    
    2,018
    
    
    
    1,840Raw materials
    
    
    10,638
    
    
    
    11,900$
    27,867
    
    
    $
    27,702
   
 GrossCost
    
    
    Unrealized Losses
    
    
    Fair ValueDecember 31, 2006Corporate debt securities(1)
    
    $
    364
    
    
    $
    (13
    )
    
    $
    351$
    364
    
    
    $
    (13
    )
    
    $
    351June 30, 2006Auction rate securities
    
    $
    7,100
    
    
    $
    
    
    
    $
    7,100Corporate debt securities (1)
    
    
    415
    
    
    
    (25
    )
    
    
    390$
    7,515
    
    
    $
    (25
    )
    
    $
    7,490
 
 (1)
    
    These short-term investments have been in a loss position for greater than 12 months.   Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income, as reported
    
    $
    13,266
    
    
    $
    10,900
    
    
    $
    21,938
    
    
    $
    19,914Foreign currency translation adjustments, net of taxes
    
    
    2,785
    
    
    
    (1,456
    )
    
    
    2,337
    
    
    
    (1,964
    )Unrealized gain on securities available for sale, net of taxes
    
    
    13
    
    
    
    2
    
    
    
    13
    
    
    
    15Comprehensive income
    
    $
    16,064
    
    
    $
    9,446
    
    
    $
    24,288
    
    
    $
    17,965
    10




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Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Numerator:Net income
    
    $
    13,266
    
    
    $
    10,900
    
    
    $
    21,938
    
    
    $
    19,914Denominator:Weighted average shares used to compute net income
per common share  basic
    
    
    19,154
    
    
    
    20,038
    
    
    
    19,297
    
    
    
    20,076Effect of dilutive stock options
    
    
    455
    
    
    
    516
    
    
    
    435
    
    
    
    545Weighted average shares used to compute net income
per common share  diluted
    
    
    19,609
    
    
    
    20,554
    
    
    
    19,732
    
    
    
    20,621Basic earnings per share
    
    $
    0.69
    
    
    $
    0.54
    
    
    $
    1.14
    
    
    $
    0.99Diluted earnings per share
    
    $
    0.68
    
    
    $
    0.53
    
    
    $
    1.11
    
    
    $
    0.97
     TotalBalance as of July 1, 2006
    
    $
    24,982Translation adjustments
    
    
    236Balance as of December 31, 2006
    
    $
    25,218
   As of December 31, 2006
    
    
    As of June 30, 2006Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    2,958
    
    
    
    (568
    )
    
    
    2,390
    
    
    $
    3,337
    
    
    $
    (735
    )
    
    $
    2,602Developed technology
    
    
    9,865
    
    
    
    (9,299
    )
    
    
    566
    
    
    
    9,695
    
    
    
    (8,773
    )
    
    
    922Other
    
    
    1,872
    
    
    
    (520
    )
    
    
    1,352
    
    
    
    1,411
    
    
    
    (413
    )
    
    
    998Total
    
    $
    14,695
    
    
    
    (10,387
    )
    
    
    4,308
    
    
    $
    14,443
    
    
    $
    (9,921
    )
    
    $
    4,522
  11




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RemainingYear Ending
    
    AmortizationJune 30,
    
    Expense2007 (remaining six months)
    
    $
    7522008
    
    
    9182009
    
    
    5892010
    
    
    5852011
    
    
    585Thereafter
    
    
    879Total
    
    $
    4,308
    Balance
    
    
    
    
    
    
    Credited
    
    
    Actual
    
    
    BalanceBeginning
    
    
    Provision
    
    
    to Other
    
    
    Warranty
    
    
    End ofof Period
    
    
    For Warranties
    
    
    Accounts (1)
    
    
    Costs Incurred
    
    
    PeriodAccrued Product WarrantySix Months Ended:
    
    $
    3,493
    
    
    $
    1,398
    
    
    $
    48
    
    
    $
    ( 1,680
    )
    
    $
    3,259December 31, 2006December 31, 2005
    
    $
    3,514
    
    
    $
    2,157
    
    
    $
    (70
    )
    
    $
    (2,052
    )
    
    $
    3,549
 
 (1)
    
    Effects of exchange rate changes     12




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Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Products
    
    $
    73,136
    
    
    $
    64,391
    
    
    $
    137,346
    
    
    $
    124,332Installation and Training Services
    
    
    2,589
    
    
    
    2,597
    
    
    
    4,506
    
    
    
    4,569Maintenance
    
    
    7,793
    
    
    
    7,353
    
    
    
    14,523
    
    
    
    13,540$
    83,518
    
    
    $
    74,341
    
    
    $
    156,375
    
    
    $
    142,441
 13




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Three Months
    
    Six MonthsEnded
    
    EndedDecember 31, 2006
    
    December 31, 2006Percentage change in net salesTotal:
    
    
    12
    %
    
    
    10
    %By geographic region:North America
    
    
    (2
    %)
    
    
    0
    %Europe
    
    
    15
    %
    
    
    14
    %Asia/Pacific
    
    
    27
    %
    
    
    15
    %
  Three Months
    
    Six MonthsEnded
    
    EndedDecember 31, 2006
    
    December 31, 2005Percentage change in net sales excluding currency fluctuationsTotal:
    
    
    9
    %
    
    
    7
    %By geographic region:North America
    
    
    (2
    %)
    
    
    (1
    %)Europe
    
    
    7
    %
    
    
    8
    %Asia/Pacific
    
    
    27
    %
    
    
    16
    %
   15




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsOperating Lease Obligations
    
    $
    17,717
    
    
    $
    4,505
    
    
    $
    6,304
    
    
    $
    4,054
    
    
    $
    2,854
  17




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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.
       20




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Foreign Currency Exchange
  Debt and Interest Expense
 
    21




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The continuation or spread 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.
  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.
  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.
  22




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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 the Companys business,
they may not remain with the Company, 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.
    23




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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)October 1  October 31, 2006
    
    
    
    
    
    
    
    
    
    
    5,346,277
    
    
    
    9,126
    
    
    
    1,605,184November 1 - November 30, 2006
    
    
    184,505
    
    
    $
    56.05
    
    
    
    5,530,782
    
    
    
    41,043
    
    
    
    1,461,722December 1  December 31, 2006
    
    
    23,061
    
    
    $
    57.35
    
    
    
    5,553,843
    
    
    
    8,486
    
    
    
    1,456,273
 
 (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. 
   For
    
    WithheldDavid L. Anderson
    
    
    16,976,526
    
    
    
    582,407A. Blaine Bowman
    
    
    16,998,842
    
    
    
    560,091Lukas Braunschweiler
    
    
    17,059,285
    
    
    
    499,648Roderick McGeary
    
    
    16,971,959
    
    
    
    586,974Ricardo Pigliucci
    
    
    17,039,845
    
    
    
    519,088Michael W. Pope
    
    
    16,270,132
    
    
    
    1,288,801
  1.
    
    Increase the number of shares of common stock authorized for issuance under the Dionex
Corporation 2004 Equity Incentive Plan by 1.5 million.
 For
    
    Against
    
    Abstained11,344,617
    
    3,650,871
    
    9,775
 2.
    
    To ratify the selection of Deloitte & Touche LLP as the independent auditors of the Company
for the fiscal year ending June 30, 2007.
 For
    
    Against
    
    Abstained17,342,675
    
    212,109
    
    4,149
 24




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##### 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 Bank Boston N.A.
    
    
    (3
    )10.1
    
    Medical Care Reimbursement Plan (Exhibit 10.17)
    
    
    (1
    )10.2
    
    Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Company (Exhibit 10.15)
    
    
    (4
    )10.3
    
    First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Company
    
    
    (6
    )10.4
    
    Dionex Corporation 2004 Equity Incentive Plan (Exhibit 99.1)
    
    
    (8
    )10.5
    
    Form of Stock Option Agreement for non-employee directors (Exhibit 99.2)
    
    
    (8
    )10.6
    
    Form of Stock Option Agreement for other than non-employee directors (Exhibit 99.3)
    
    
    (8
    )10.7
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    
    (7
    )10.8
    
    Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and the Company10.9
    
    Change in Control Severance Benefit Plan (Exhibit 10.15)
    
    
    (9
    )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 the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the 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 Companys
Registration Statement on Form S-1 filed 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 Quarterly Report on Form
10-Q filed May 10, 2005. 25




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##### Table of Contents



DIONEX CORPORATION
(Registrant)Date:  February 9, 2007
    By:
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive Officer And DirectorBy:
    /s/ Craig A. McCollamCraig A. McCollamVice President and Chief Financial Officer 26




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##### Table of Contents



10.8
    
    Third amendment to Credit Agreement dated December 1,
2006 between Wells Fargo Bank and the Company.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.