##### 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, 2007
 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
(State or other jurisdiction of 
incorporation or organization)
    
    94-2647429
(I.R.S. Employer
Identification No.)1228 Titan Way, Sunnyvale, California
(Address of principal executive offices)
    
    94085
(Zip Code)
 
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  CLASS
    
    
    NUMBER OF SHARESCommon Stock
    
    
    
    18,567,826




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##### 



PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Consolidated Balance Sheets as of December 31, 2007 and June 30, 2007
    
    
    3Condensed Consolidated Statements of Income for the Three Months Ended December 31, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Income for the Six Months Ended December 31, 2007 and 2006
    
    
    5Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2007 and 2006
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7-14ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14-19ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19ITEM 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONITEM 1A. Risk Factors
    
    
    21-23ITEM 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 10.5EXHIBIT 10.6EXHIBIT 10.13EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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##### Table of Contents



December 31,
    
    
    June 30,2007
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    64,249
    
    
    $
    54,938Short-term investments
    
    
    1
    
    
    
    124Accounts receivable (net of allowance
for doubtful accounts of $885 at
December 31, 2007 and $610 at June
30, 2007)
    
    
    68,285
    
    
    
    65,990Inventories
    
    
    30,476
    
    
    
    28,626Deferred taxes
    
    
    9,265
    
    
    
    8,983Prepaid expenses and other
    
    
    11,629
    
    
    
    12,113Total current assets
    
    
    183,905
    
    
    
    170,774Property, plant and equipment, net
    
    
    64,611
    
    
    
    62,366Goodwill
    
    
    26,048
    
    
    
    25,443Intangible assets, net
    
    
    6,388
    
    
    
    6,955Other assets
    
    
    16,923
    
    
    
    6,231$
    297,875
    
    
    $
    271,769LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Notes payable
    
    $
    14,080
    
    
    $
    231Accounts payable
    
    
    12,548
    
    
    
    12,293Accrued liabilities
    
    
    28,261
    
    
    
    30,329Deferred revenue
    
    
    19,631
    
    
    
    18,617Income taxes payable
    
    
    302
    
    
    
    13,068Accrued product warranty
    
    
    3,181
    
    
    
    2,875Total current liabilities
    
    
    78,003
    
    
    
    77,413Deferred and other income taxes payable
    
    
    23,283
    
    
    
    5,060Other long-term liabilities
    
    
    3,494
    
    
    
    3,588Stockholders 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: 18,550,223
shares at December 31, 2007 and
18,845,802 shares at June 30, 2007)
    
    
    168,648
    
    
    
    161,409Retained earnings
    
    
    6,097
    
    
    
    13,223Accumulated other comprehensive income
    
    
    18,350
    
    
    
    11,076Total stockholders equity
    
    
    193,095
    
    
    
    185,708$
    297,875
    
    
    $
    271,769
  3




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Three Months EndedDecember 31,2007
    
    
    2006Net sales
    
    $
    98,038
    
    
    $
    83,519Cost of sales
    
    
    31,832
    
    
    
    27,655Gross profit
    
    
    66,206
    
    
    
    55,864Operating expenses:Selling, general and administrative
    
    
    35,888
    
    
    
    30,576Research and product development
    
    
    7,568
    
    
    
    6,101Total operating expenses
    
    
    43,456
    
    
    
    36,677Operating income
    
    
    22,750
    
    
    
    19,187Interest income
    
    
    581
    
    
    
    283Interest expense
    
    
    (318
    )
    
    
    (92
    )Other income (expense), net
    
    
    (640
    )
    
    
    262Income before taxes
    
    
    22,373
    
    
    
    19,640Taxes on income
    
    
    7,544
    
    
    
    6,373Net income
    
    $
    14,829
    
    
    $
    13,267Basic earnings per share
    
    $
    0.80
    
    
    $
    0.69Diluted earnings per share
    
    $
    0.77
    
    
    $
    0.68Shares used in computing per share amounts:Basic
    
    
    18,605
    
    
    
    19,154Diluted
    
    
    19,242
    
    
    
    19,609
  4




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##### Table of Contents



Six Months EndedDecember 31,2007
    
    
    2006Net sales
    
    $
    180,461
    
    
    $
    156,376Cost of sales
    
    
    60,528
    
    
    
    52,614Gross profit
    
    
    119,933
    
    
    
    103,762Operating expenses:Selling, general and administrative
    
    
    67,044
    
    
    
    59,005Research and product development
    
    
    14,169
    
    
    
    11,849Total operating expenses
    
    
    81,213
    
    
    
    70,854Operating income
    
    
    38,720
    
    
    
    32,908Interest income
    
    
    1,210
    
    
    
    622Interest expense
    
    
    (480
    )
    
    
    (122
    )Other expense, net
    
    
    (1,391
    )
    
    
    (69
    )Income before taxes
    
    
    38,059
    
    
    
    33,339Taxes on income
    
    
    13,080
    
    
    
    11,401Net income
    
    $
    24,979
    
    
    $
    21,938Basic earnings per share
    
    $
    1.34
    
    
    $
    1.14Diluted earnings per share
    
    $
    1.30
    
    
    $
    1.11Shares used in computing per share amounts:Basic
    
    
    18,685
    
    
    
    19,297Diluted
    
    
    19,268
    
    
    
    19,732
  5




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Six Months EndedDecember 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    24,979
    
    
    $
    21,938Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    4,272
    
    
    
    3,403Stock-based compensation
    
    
    2,933
    
    
    
    2,508Allowance for bad debts
    
    
    203
    
    
    
    (128
    )Unrealized loss on securities
    
    
    5
    
    
    
    Loss on disposal of fixed assets
    
    
    223
    
    
    
    120Tax benefit related to stock transactions
    
    
    (1,833
    )
    
    
    (462
    )Deferred income taxes
    
    
    342
    
    
    
    (83
    )Changes in assets and liabilities:Accounts receivable
    
    
    622
    
    
    
    1,481Inventories
    
    
    185
    
    
    
    385Prepaid expenses and other assets
    
    
    1,713
    
    
    
    479Accounts payable
    
    
    (80
    )
    
    
    1,074Deferred revenue
    
    
    308
    
    
    
    263Accrued liabilities
    
    
    (829
    )
    
    
    823Income taxes payable
    
    
    (8,229
    )
    
    
    (1,090
    )Accrued product warranty
    
    
    350
    
    
    
    (262
    )Net cash provided by operating activities
    
    
    25,164
    
    
    
    30,449Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    
    
    
    
    9,700Purchase of marketable securities
    
    
    
    
    
    
    (2,600
    )Purchase of property, plant and equipment
    
    
    (3,579
    )
    
    
    (5,506
    )Purchase of intangible assets
    
    
    (2,071
    )
    
    
    (423
    )Net cash provided by (used for) investing activities
    
    
    (5,650
    )
    
    
    1,171Cash flows from financing activities:Net change in notes payable
    
    
    13,849
    
    
    
    5,938Proceeds from issuance of common stock pursuant
to stock-based compensation plans
    
    
    6,326
    
    
    
    3,118Tax benefit related to stock transactions
    
    
    1,833
    
    
    
    462Repurchase of common stock
    
    
    (34,536
    )
    
    
    (33,134
    )Net cash used for financing activities
    
    
    (12,528
    )
    
    
    (23,616
    )Effect of exchange rate changes on cash
    
    
    2,325
    
    
    
    543Net increase in cash and cash equivalents
    
    
    9,311
    
    
    
    8,547Cash and cash equivalents, beginning of period
    
    
    54,938
    
    
    
    43,524Cash and cash equivalents, end of period
    
    $
    64,249
    
    
    $
    52,071Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    19,584
    
    
    $
    12,471Interest expense paid
    
    
    428
    
    
    
    58Supplemental schedule of non-cash investing and
financing activities:Accrued purchases of property, plant and equipment
    
    
    316
    
    
    
    418
  6




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Business Combinations
 Non-controlling Interest in Consolidated Financial
Statements.
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Fair Value Measurements
 7




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##### Table of Contents



Share-Based Payment
   WeightedAverage
    
    AggregateWeighted
    
    Remaining
    
    IntrinsicOptions
    
    Average
    
    Contractual
    
    ValueOutstanding
    
    Exercise Price
    
    Term (Years)
    
    (in 000s )Balance at June 30, 2007
    
    
    1,694,471
    
    
    $
    41.91Options granted
    
    
    329,750
    
    
    
    72.95Options exercised
    
    
    (133,522
    )
    
    
    40.82Options forfeited/cancelled/expired
    
    
    (10,127
    )
    
    
    49.73Balance at December 31, 2007
    
    
    1,880,572
    
    
    $
    47.39
    
    
    
    6.69
    
    
    $
    66,747Options vested and expected to vest at December 31, 2007
    
    
    1,842,204
    
    
    $
    47.13
    
    
    
    6.65
    
    
    $
    65,857Exercisable at December 31, 2007
    
    
    1,120,379
    
    
    $
    38.10
    
    
    
    5.29
    
    
    $
    50,150
     8




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Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Cost of sales
    
    $
    151
    
    
    $
    95
    
    
    $
    282
    
    
    $
    181Selling, general and administrative expenses
    
    
    962
    
    
    
    871
    
    
    
    1,889
    
    
    
    1,720Research and development expenses
    
    
    377
    
    
    
    312
    
    
    
    762
    
    
    
    607Total stock-based compensation expenses
    
    
    1,490
    
    
    
    1,278
    
    
    
    2,933
    
    
    
    2,508Tax effect on stock-based compensation
    
    
    (583
    )
    
    
    (295
    )
    
    
    (1,013
    )
    
    
    (649
    )Net effect on net income
    
    $
    907
    
    
    $
    983
    
    
    $
    1,920
    
    
    $
    1,859Excess tax benefit related to stock option plans:Cash flows from operations
    
    $
    (1,346
    )
    
    $
    (353
    )
    
    $
    (1,833
    )
    
    $
    (462
    )Cash flows from financing activities
    
    
    1,346
    
    
    
    353
    
    
    
    1,833
    
    
    
    462Effects on earnings per share:Basic
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.10
    
    
    $
    0.10Diluted
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.10
    
    
    $
    0.09
  Six Months EndedDecember 31,2007
    
    2006Volatility for option plan
    
    
    28.6%
    
    
    
    28.5%Volatility for ESPP
    
    
    22.9%
    
    
    
    27.8%Risk-free interest rate for option plan
    
    
    4.59%
    
    
    
    4.50%Risk-free interest rate for ESPP
    
    
    4.80%
    
    
    
    4.90%Expected life of ESPP
    
    
    6 months
    
    
    
    6 monthsExpected life of option plan
    
    
    4.75 years
    
    
    
    4.75 yearsExpected dividend
    
    
    $0.00
    
    
    
    $0.00
          9




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December 31,
    
    
    June 30,2007
    
    
    2007Finished goods
    
    $
    18,479
    
    
    $
    16,536Work in process
    
    
    1,541
    
    
    
    1,328Raw materials
    
    
    10,456
    
    
    
    10,762$
    30,476
    
    
    $
    28,626
    GrossCost
    
    
    Unrealized Losses
    
    
    Fair ValueDecember 31, 2007, Marketable securities
    
    $
    1
    
    
    $
    
    
    
    $
    1June 30, 2007, Corporate debt securities
    
    $
    127
    
    
    $
    (3
    )
    
    $
    124
   Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income, as reported
    
    $
    14,829
    
    
    $
    13,267
    
    
    $
    24,979
    
    
    $
    21,938Foreign currency translation adjustments, net of taxes
    
    
    2,167
    
    
    
    2,785
    
    
    
    7,269
    
    
    
    2,337Unrealized gain on securities available for sale, net of taxes
    
    
    1
    
    
    
    13
    
    
    
    5
    
    
    
    13Comprehensive income
    
    $
    16,997
    
    
    $
    16,065
    
    
    $
    32,253
    
    
    $
    24,288
     10




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Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    14,829
    
    
    $
    13,267
    
    
    $
    24,979
    
    
    $
    21,938Denominator:Weighted average shares used to compute net income per
common share  basic
    
    
    18,605
    
    
    
    19,154
    
    
    
    18,685
    
    
    
    19,297Effect of dilutive stock options
    
    
    637
    
    
    
    455
    
    
    
    583
    
    
    
    435Weighted average shares used to compute net income per
common share  diluted
    
    
    19,242
    
    
    
    19,609
    
    
    
    19,268
    
    
    
    19,732Basic earnings per share
    
    $
    0.80
    
    
    $
    0.69
    
    
    $
    1.34
    
    
    $
    1.14Diluted earnings per share
    
    $
    0.77
    
    
    $
    0.68
    
    
    $
    1.30
    
    
    $
    1.11
     TotalBalance as of July 1, 2007
    
    $
    25,443Translation adjustments
    
    
    605Balance as of December 31, 2007
    
    $
    26,048
 Goodwill and Other Intangible Assets
  As of December 31, 2007
    
    
    As of June 30, 2007Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    5,958
    
    
    $
    (1,076
    )
    
    $
    4,882
    
    
    $
    5,958
    
    
    $
    (779
    )
    
    $
    5,179Developed technology
    
    
    10,413
    
    
    
    (10,413
    )
    
    
    
    
    
    
    10,013
    
    
    
    (9,805
    )
    
    
    208Other
    
    
    2,266
    
    
    
    (760
    )
    
    
    1,506
    
    
    
    2,205
    
    
    
    (637
    )
    
    
    1,568Total
    
    $
    18,637
    
    
    $
    (12,249
    )
    
    $
    6,388
    
    
    $
    18,176
    
    
    $
    (11,221
    )
    
    $
    6,955
    11




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RemainingEnding
    
    AmortizationDecember 31,
    
    Expense2008 (remaining six months)
    
    $
    4182009
    
    
    8442010
    
    
    8132011
    
    
    8002012
    
    
    800Thereafter
    
    
    2,713Total
    
    $
    6,388
    Balance
    
    
    
    
    
    Other
    
    Actual
    
    BalanceBeginning
    
    Provision
    
    Adjustments
    
    Warranty
    
    End ofof Period
    
    For Warranties
    
    Accounts
    
    Costs Incurred
    
    Period(1)Accrued Product WarrantySix Months Ended:December 31, 2007
    
    $
    2,875
    
    
    $
    1,624
    
    
    $
    143
    
    
    $
    (1,461
    )
    
    $
    3,181December 31, 2006
    
    $
    3,493
    
    
    $
    1,398
    
    
    $
    48
    
    
    $
    (1,680
    )
    
    $
    3,259
 
 (1)
    
    Effects of exchange rate changes    12




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Disclosures about Segments of an Enterprise and Related Information
   Three Months EndedDecember 31,2007
    
    
    2006Products
    
    $
    84,992
    
    
    $
    73,137Installation and Training Services
    
    
    3,297
    
    
    
    2,589Maintenance
    
    
    9,749
    
    
    
    7,793$
    98,038
    
    
    $
    83,519
  Accounting for Uncertainty in Income Taxes
     13




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14




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Three Months
    
    Six MonthsEnded
    
    EndedDecember 31, 2007
    
    December 31, 2007Percentage change in net salesTotal:
    
    
    17
    %
    
    
    15
    %By geographic region:North America
    
    
    21
    %
    
    
    18
    %Europe
    
    
    17
    %
    
    
    14
    %Asia/Pacific
    
    
    15
    %
    
    
    15
    %
  Three Months
    
    Six MonthsEnded
    
    EndedDecember 31, 2007
    
    December 31, 2007Percentage change in net sales
excluding currency fluctuationsTotal:
    
    
    11
    %
    
    
    11
    %By geographic region:North America
    
    
    19
    %
    
    
    17
    %Europe
    
    
    6
    %
    
    
    5
    %Asia/Pacific
    
    
    11
    %
    
    
    13
    %
 15




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16




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsOperating Lease Obligations
    
    $
    15,106
    
    
    $
    4,467
    
    
    $
    5,646
    
    
    $
    2,367
    
    
    $
    2,627
  17




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##### Table of Contents



Business Combinations
 Non-controlling Interest in Consolidated Financial
Statements.
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Fair Value Measurements
     Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109
 18




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Accounting for Income Taxes .
 Accounting for Uncertainty in Income Taxes  an
Interpretation of FASB Statement No. 109 Accounting for Income Taxes
 
   Foreign Currency Exchange.
 19




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Interest and Investment Income.
 Debt and Interest Expense.
 
    20




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Economic, political and other risks associated with international sales and operations could
adversely affect our results of operations.
  
    
    interruption to transportation flows for delivery of parts to us and finished goods to our
customers;
    
    changes in a specific countrys or regions political, economic or other conditions;
    
    trade protection measures and import or export licensing requirements;
    
    negative consequences from changes in tax laws;
    
    difficulty in staffing and managing widespread operations;
    
    differing labor regulations;
    
    differing protection of intellectual property;
    
    unexpected changes in regulatory requirements; and
    
    geopolitical turmoil, including terrorism and war.
 Foreign currency fluctuations related to international operations may adversely affect our
operating results.
  Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.
  21




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Fluctuations in our quarterly operating results may cause our stock price to decline.
  Downturn in economic conditions could affect our operating results
  Our results of operations and financial condition will suffer if we do not introduce new products
that are attractive to our customers on a timely basis.
  The analytical instrumentation market is highly competitive, and our inability to compete
effectively in this market would adversely affect our results of operations and financial
condition.
  We may experience difficulties with obtaining components from sole- or limited-source suppliers, or
manufacturing delays, either of which could adversely affect our results of operations.
   Our executive officers and other key employees are critical to our business, they may not remain
with us in the future and finding talented replacements may be difficult.
  22




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We may be unable to protect our intellectual property rights and may face intellectual property
infringement claims.
  
    
    any of our pending patent applications or any future patent applications will result in issued
patents;
    
    the scope of our patent protection will exclude competitors or provide competitive advantages
to us;
    
    any of our patents will be held valid if subsequently challenged; or
    
    others will not claim rights in or ownership of the patents and other proprietary rights held
by us.
   
      TotalNumber of
    
    
    
    
    
    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
    
    Purchase (1)
    
    Program (2)October 1-31, 2007
    
    
    
    
    
    
    
    
    
    
    6,352,202
    
    
    
    2,698
    
    
    
    1,030,657November 1-30, 2007
    
    
    154,335
    
    
    
    85.01
    
    
    
    6,506,537
    
    
    
    78,069
    
    
    
    954,391December 1-31, 2007
    
    
    33,307
    
    
    
    84.92
    
    
    
    6,539,844
    
    
    
    10,507
    
    
    
    931,591
 
 (1)
    
    The number of shares represents the number of shares issued pursuant to employee stock plans
that are authorized for purchase.(2)
    
    The number of shares includes current repurchase of 1.5 million shares of common stock
approved in August 2006 plus that number of shares of common stock equal to the number of
shares issued pursuant to employee stock plans subsequent to August 2006 minus the number of
shares purchased. 23




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##### Table of Contents



For
    
    WithheldDavid L. Anderson
    
    
    17,004,467
    
    
    
    295,467A. Blaine Bowman
    
    
    17,029,344
    
    
    
    270,590Lukas Braunschweiler
    
    
    17,035,664
    
    
    
    264,270Roderick McGeary
    
    
    16,895,147
    
    
    
    404,787Ricardo Pigliucci
    
    
    17,005,456
    
    
    
    294,478Michael W. Pope
    
    
    16,967,397
    
    
    
    332,537
  1.
    
    To ratify the selection of Deloitte & Touche LLP as the independent auditors of Dionex for
the fiscal year ending June 30, 2008.
 For
    

Against
    
    Abstained
    

Broker
Non-votes17,181,466
    
    
    117,940
    
    
    
    528
    
    
    
    0
 24




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference3.1
    
    Restated Certificate of Incorporation, filed
December 12, 1988
    
    
    (1
    )3.2
    
    Certificate of Amendment of Restated Certificate
of Incorporation, filed December 1, 1999
(Exhibit 3.2)
    
    
    (12
    )3.3
    
    Bylaws, as amended on July 29, 2002 (Exhibit 3.2)
    
    
    (4
    )3.4
    
    Amendment to Bylaws, adopted on January 11, 2007
(Exhibit 3.1)
    
    
    (10
    )4.1
    
    Stockholder Rights Agreement dated January 21,
1999, between Dionex Corporation and Bank Boston
N.A.
    
    
    (2
    )10.1
    
    Medical Care Reimbursement Plan as amended
October 30, 2007 (Exhibit 10.1)
    
    
    (7
    )10.2
    
    Credit Agreement dated November 13, 2000 between
Wells Fargo Bank and Dionex Corporation (Exhibit
10.15)
    
    
    (3
    )10.3
    
    First amendment to Credit Agreement dated
November 13, 2000 between Wells Fargo Bank and
Dionex Corporation (Exhibit 10.17)
    
    
    (5
    )10.4
    
    Dionex Corporation 2004 Equity Incentive Plan,
as amended October 2006 (Exhibit 10.1)
    
    
    (13
    )10.5
    
    Form of Stock Option Agreement for non-employee
directors10.6
    
    Form of Stock Option Agreement for other than
non-employee directors10.7
    
    Form of Stock Unit Award Agreement (Exhibit 10.2)
    
    
    (13
    )10.8
    
    Form of International Stock Option Agreement
(Exhibit 10.8)
    
    
    (7
    )10.9
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    
    (6
    )10.10
    
    Second amendment to Credit Agreement dated
November 13, 2000 between Wells Fargo Bank and
Dionex Corporation (Exhibit 10.1)
    
    
    (8
    )10.11
    
    Change in Control Severance Benefit Plan
(Exhibit 10.15)
    
    
    (9
    )10.12
    
    Third amendment to Credit Agreement dated
December 1, 2006 between Wells Fargo Bank and
Dionex Corporation (Exhibit 10.8)
    
    
    (11
    )10.13
    
    Amended Executive Employment Agreement for Lukas
Braunschweiler dated January 30, 200824.1
    
    Power of Attorney (reference is made to the
signature page of this report on Form 10-K)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
 25




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##### Table of Contents



(1)
    
    Incorporated by reference to the corresponding exhibit in our Annual Report on Form 10-Q
filed September 20, 1989.(2)
    
    Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form 10-Q
filed February 16, 1999.(3)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 14, 2001.(4)
    
    Incorporated by reference to the indicated Exhibit 10.17 in our Annual Report on Form 10-K
filed August 28, 2002.(5)
    
    Incorporated by reference to the indicated Exhibit in our Annual Report on Form 10-K filed
September 24, 2003.(6)
    
    Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed
September 10, 2004.(7)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed November 9, 2007.(8)
    
    Incorporated by reference to the indicated exhibit in our current Report on Form 8-K filed
December 22, 2004.(9)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
May 10, 2005.(10)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed January 17, 2007.(11)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 9, 2007.(12)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007.(13)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007. 26




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##### Table of Contents



DIONEX CORPORATION
(Registrant)  By:
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive Officer And Director By:
    /s/ Craig A. McCollamCraig A. McCollamVice President and Chief Financial Officer 27




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##### Table of Contents



10.5
    
    Form of Stock Option Agreement for non-employee directors10.6
    
    Form of Stock Option Agreement for other than non-employee directors10.13
    
    Amended Executive Employment Agreement for Lukas Braunschweiler
dated January 30, 200831.1
    
    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