##### 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 September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-11250
 DIONEX CORPORATION
  Delaware
    
    94-2647429(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1228 Titan Way, Sunnyvale, California
    
    94085(Address of principal executive offices)
    
    (Zip Code)
 
 þ o
 o o
  Large accelerated filer þ

    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    17,723,106




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##### 



Page (s)PART I. FINANCIAL INFORMATIONITEM 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets as of September 30, 2009 and June 30, 2009
    
    
    3Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19ITEM 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONITEM 1A. Risk Factors
    
    
    20ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23ITEM 6. Exhibits
    
    
    25SIGNATURES
    
    
    27Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  2




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CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    June 30,2009
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    78,234
    
    
    $
    69,684Short-term investments
    
    
    460
    
    
    
    641Accounts receivable (net of allowance for doubtful accounts of $443 at September 30, 2009 and
$560 at June 30, 2009)
    
    
    70,267
    
    
    
    70,535Inventories
    
    
    37,679
    
    
    
    31,274Deferred taxes
    
    
    12,255
    
    
    
    12,171Prepaid expenses and other current assets
    
    
    18,957
    
    
    
    21,917Total current assets
    
    
    217,852
    
    
    
    206,222Property, plant and equipment, net
    
    
    78,312
    
    
    
    71,927Goodwill
    
    
    36,375
    
    
    
    29,354Intangible assets, net
    
    
    15,548
    
    
    
    8,506Other assets
    
    
    13,891
    
    
    
    13,975$
    361,978
    
    
    $
    329,984LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    15,137
    
    
    $
    64Accounts payable
    
    
    18,003
    
    
    
    16,545Accrued liabilities
    
    
    31,203
    
    
    
    31,222Deferred revenue
    
    
    24,246
    
    
    
    22,559Income taxes payable
    
    
    9,101
    
    
    
    4,581Accrued product warranty
    
    
    2,987
    
    
    
    3,028Total current liabilities
    
    
    100,677
    
    
    
    77,999Deferred and other income taxes payable
    
    
    25,627
    
    
    
    24,348Other long-term liabilities
    
    
    3,685
    
    
    
    3,707Commitments and other contingencies (Note 13)Stockholders equity:Dionex Corporation stockholders equityPreferred 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:17,647,678 shares at September 30, 2009 and 17,759,690 shares at June 30, 2009)
    
    
    189,674
    
    
    
    186,649Retained earnings
    
    
    22,385
    
    
    
    21,459Accumulated other comprehensive income
    
    
    18,268
    
    
    
    14,306Total Dionex Corporation stockholders equity
    
    
    230,327
    
    
    
    222,414Noncontrolling interest
    
    
    1,662
    
    
    
    1,516Total stockholders equity
    
    
    231,989
    
    
    
    223,930$
    361,978
    
    
    $
    329,984
  3




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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 Three Months EndedSeptember 30,2009
    
    
    2008Net sales
    
    $
    90,664
    
    
    $
    93,435Cost of sales
    
    
    31,041
    
    
    
    30,724Gross profit
    
    
    59,623
    
    
    
    62,711Operating expenses:Selling, general and administrative
    
    
    35,983
    
    
    
    36,197Research and product development
    
    
    7,172
    
    
    
    7,029Total operating expenses
    
    
    43,155
    
    
    
    43,226Operating income
    
    
    16,468
    
    
    
    19,485Interest income
    
    
    83
    
    
    
    403Interest expense
    
    
    (36
    )
    
    
    (218
    )Other income (expense), net
    
    
    40
    
    
    
    (403
    )Income before taxes
    
    
    16,555
    
    
    
    19,267Taxes on income
    
    
    5,969
    
    
    
    7,241Net income
    
    
    10,586
    
    
    
    12,026Less: Net income attributable to noncontrolling interest
    
    
    250
    
    
    
    210Net income attributable to Dionex Corporation
    
    $
    10,336
    
    
    $
    11,816Basic earnings per share attributable to Dionex Corporation
    
    $
    0.58
    
    
    $
    0.65Diluted earnings per share attributable to Dionex Corporation
    
    $
    0.57
    
    
    $
    0.64Shares used in computing per share amounts:Basic
    
    
    17,712
    
    
    
    18,068Diluted
    
    
    18,050
    
    
    
    18,547
  4




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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedSeptember 30,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    10,586
    
    
    $
    12,026Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,478
    
    
    
    2,320Stock-based compensation
    
    
    1,578
    
    
    
    1,485Provision (benefit) for bad debts
    
    
    (155
    )
    
    
    43Loss on disposal of fixed assets
    
    
    29
    
    
    
    34Tax benefit related to stock transactions
    
    
    (165
    )
    
    
    (111
    )Deferred income taxes
    
    
    (5
    )
    
    
    (85
    )Changes in assets and liabilities, net of acquired assets and assumed liabilities:Accounts receivable
    
    
    2,435
    
    
    
    978Inventories
    
    
    (1,656
    )
    
    
    (3,960
    )Prepaid expenses and other assets
    
    
    753
    
    
    
    578Prepaid income taxes
    
    
    2,521
    
    
    
    13Accounts payable
    
    
    783
    
    
    
    110Accrued liabilities
    
    
    (1,685
    )
    
    
    (3,360
    )Deferred revenue
    
    
    1,101
    
    
    
    76Income taxes payable
    
    
    4,457
    
    
    
    (1,476
    )Accrued product warranty
    
    
    (173
    )
    
    
    10Net cash provided by operating activities
    
    
    22,882
    
    
    
    8,681Cash flows from investing activities:Purchase of marketable securities
    
    
    
    
    
    
    (2,713
    )Proceeds from sale of marketable securities
    
    
    232
    
    
    
    Purchase of property, plant and equipment
    
    
    (2,751
    )
    
    
    (4,581
    )Purchase of business
    
    
    (21,100
    )
    
    
    (952
    )Net cash used for investing activities
    
    
    (23,619
    )
    
    
    (8,246
    )Cash flows from financing activities:Net change in notes payable
    
    
    15,075
    
    
    
    3,265Proceeds from issuance of common stock
    
    
    3,261
    
    
    
    1,657Tax benefit related to stock transactions
    
    
    165
    
    
    
    111Repurchase of common stock
    
    
    (11,175
    )
    
    
    (13,332
    )Dividends paid to noncontrolling interests
    
    
    (104
    )
    
    
    Net cash provided by (used for) financing activities
    
    
    7,222
    
    
    
    (8,299
    )Effect of exchange rate changes on cash
    
    
    2,065
    
    
    
    (4,712
    )Net increase (decrease) in cash and cash equivalents
    
    
    8,550
    
    
    
    (12,576
    )Cash and cash equivalents, beginning of period
    
    
    69,684
    
    
    
    75,624Cash and cash equivalents, end of period
    
    $
    78,234
    
    
    $
    63,048Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    1,803
    
    
    $
    8,325Interest expense paid
    
    
    28
    
    
    
    202Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    
    588
    
    
    
    526Accrued consideration of business purchase
    
    
    
    
    
    
    592Elimination of equity interest associated with step-acquisition of business
    
    
    
    
    
    
    760
  5




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          6




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e
     7




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WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Exercise
    
    
    Term
    
    
    ValueOutstanding
    
    
    Price
    
    
    (Years)
    
    
    (in 000s )Balance at June 30, 2009
    
    
    1,699,640
    
    
    $
    53.02Options granted
    
    
    
    
    
    $
    Options exercised
    
    
    (52,105
    )
    
    $
    42.23Options forfeited/canceled/expired
    
    
    (13,375
    )
    
    $
    69.48Balance at September 30, 2009
    
    
    1,634,160
    
    
    $
    53.23
    
    
    
    5.97
    
    
    $
    23,373Options vested and expected to vest at September 30, 2009
    
    
    1,625,535
    
    
    $
    53.17
    
    
    
    5.95
    
    
    $
    23,329Exercisable at September 30, 2009
    
    
    1,150,427
    
    
    $
    47.89
    
    
    
    4.96
    
    
    $
    21,282
     Three Months EndedSeptember 30,2009
    
    
    2008Cost of sales
    
    $
    158
    
    
    $
    185Selling, general and administrative expenses
    
    
    1,041
    
    
    
    864Research and development expenses
    
    
    379
    
    
    
    436Total stock-based compensation expenses
    
    
    1,578
    
    
    
    1,485Tax effect on stock-based compensation
    
    
    (506
    )
    
    
    (487
    )Net effect on net income
    
    $
    1,331
    
    
    $
    998
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Three Months EndedSeptember 30,2009
    
    2008Volatility for Equity Incentive Plan
    
    
    
    
    
    
    29
    %Volatility for ESPP
    
    
    36
    %
    
    
    24
    %Risk-free interest rate for Equity Incentive Plan
    
    
    
    
    
    
    3.3
    %Risk-free interest rate for ESPP
    
    
    0.3
    %
    
    
    2.0
    %Expected life of Equity Incentive Plan
    
    
    
    
    
    4.70 yearsExpected life of ESPP
    
    6 months
    
    6 monthsExpected dividend
    
    $
    0.00
    
    
    $
    0.00
          September 30,
    
    
    June 30,2009
    
    
    2009Finished goods
    
    $
    23,817
    
    
    $
    19,070Work in process
    
    
    1,564
    
    
    
    1,119Raw materials
    
    
    12,298
    
    
    
    11,085$
    37,679
    
    
    $
    31,274
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September 30,
    
    
    June 30,2009
    
    
    2009Land
    
    $
    28,141
    
    
    $
    24,533Buildings and improvements
    
    
    48,298
    
    
    
    47,060Machinery, equipment and tooling
    
    
    42,872
    
    
    
    40,960Furniture and fixtures
    
    
    11,450
    
    
    
    10,884Construction-in-progress
    
    
    3,897
    
    
    
    2,408134,658
    
    
    
    125,845Accumulated depreciation and amortization
    
    
    (56,346
    )
    
    
    (53,918
    )Property, plant and equipment, net
    
    $
    78,312
    
    
    $
    71,927
    GrossUnrealized
    
    FairCost
    
    Losses
    
    ValueSeptember 30, 2009, Certificate of deposits
    
    $
    8
    
    
    $
    
    
    
    $
    8June 30, 2009, Certificate of deposits
    
    $
    8
    
    
    $
    
    
    
    $
    8
   Three Months EndedSeptember 30,2009
    
    
    2008Net income, as reported
    
    $
    10,336
    
    
    $
    11,816Foreign currency translation adjustments, net of taxes
    
    
    4,862
    
    
    
    (10,201
    )Unrealized
loss on net investment hedge
    
    
    (901
    )
    
    
    (110
    )Unrealized gain on securities available for sale, net of taxes
    
    
    1
    
    
    
    Comprehensive income
    
    
    14,298
    
    
    
    1,505Comprehensive income (loss) attributable to the noncontrolling interests
    
    
    250
    
    
    
    210Dividend attributable to noncontrolling interests
    
    
    (319
    )
    
    
    (459
    )Comprehensive income attributable to Dionex Corporation
    
    $
    14,229
    
    
    $
    1,256
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Three Months EndedSeptember 30,2009
    
    
    2008Numerator:Net income attributable to Dionex Corporation
    
    $
    10,336
    
    
    $
    11,816Denominator:Weighted average shares used to compute net income per common share  basic
    
    
    17,712
    
    
    
    18,068Effect of dilutive stock options
    
    
    338
    
    
    
    479Weighted average shares used to compute net income per common share  diluted
    
    
    18,050
    
    
    
    18,547Basic earnings per share attributable to Dionex Corporation
    
    $
    0.58
    
    
    $
    0.65Diluted earnings per share attributable to Dionex Corporation
    
    $
    0.57
    
    
    $
    0.64
     Accounts receivable and prepaid assets
    
    $
    110Inventory
    
    
    3,190Other assets
    
    
    26Property, plant, equipment
    
    
    3,986Identifiable intangible assets
    
    
    7,290Goodwill
    
    
    6,984Total assets acquired
    
    
    21,586Accounts payable and accrued liabilities
    
    
    (197
    )Deferred revenue
    
    
    (254
    )Warranty obligations
    
    
    (35
    )Total liabilities assumed
    
    
    (486
    )Total purchase price, net of liabilities assumed
    
    $
    21,100
    11




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TotalBalance as of July 1, 2009
    
    $
    29,354Translation adjustments
    
    
    443Additions
    
    
    6,578Balance as of September 30, 2009
    
    $
    36,375
   As of September 30, 2009
    
    
    As of June 30, 2009Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    5,958
    
    
    $
    (2,129
    )
    
    $
    3,829
    
    
    $
    7,088
    
    
    $
    (1,978
    )
    
    $
    5,110Developed technology
    
    
    15,738
    
    
    
    (10,613
    )
    
    
    5,125
    
    
    
    11,054
    
    
    
    (10,327
    )
    
    
    1,177Tradenames
    
    
    2,830
    
    
    
    
    
    
    
    2,830
    
    
    
    
    
    
    
    
    
    
    
    Customer lists
    
    
    5,121
    
    
    
    (1,357
    )
    
    
    3,764
    
    
    
    3,391
    
    
    
    (1,172
    )
    
    
    2,219Total
    
    $
    29,647
    
    
    $
    (14,099
    )
    
    $
    15,548
    
    
    $
    21,983
    
    
    $
    (13,477
    )
    
    $
    8,506
     RemainingAmortizationExpense2010 (remaining nine months)
    
    $
    1,9842011
    
    
    2,6812012
    
    
    2,4072013
    
    
    1,7272014
    
    
    1,217Thereafter
    
    
    2,702Total
    
    $
    12,718
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ActualBalance
    
    Provision
    
    Other
    
    Warranty
    
    BalanceBeginning
    
    For
    
    Adjustments
    
    Costs
    
    End ofOf Period
    
    Warranties
    
    Accounts (1)
    
    Incurred
    
    PeriodAccrued Product WarrantyThree Months Ended:September 30, 2009
    
    $
    3,028
    
    
    $
    881
    
    
    $
    98
    
    
    $
    (1,020
    )
    
    $
    2,987September 30, 2008
    
    $
    3,444
    
    
    $
    1,342
    
    
    $
    (206
    )
    
    $
    (1,325
    )
    
    $
    3,255
 
 (1)
    
    Effects of exchange rate changes         13




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Three Months EndedSeptember 30,2009
    
    
    2008Products
    
    $
    79,282
    
    
    $
    81,834Installation and Training Services
    
    
    2,480
    
    
    
    2,608Maintenance
    
    
    8,902
    
    
    
    8,993$
    90,664
    
    
    $
    93,435
           14




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Fair Value Measurements at September 30, 2009Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money market
    
    $
    7,151
    
    
    $
    7,151
    
    
    $
    
    
    
    $
    Equity indexed derivatives
    
    
    452
    
    
    
    
    
    
    
    452
    
    
    
    Total
    
    $
    7,603
    
    
    $
    7,151
    
    
    $
    452
    
    
    $
    
  Fair Value Measurements at September 30, 2009Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash equivalents (1)
    
    $
    7,151
    
    
    $
    7,151
    
    
    $
    
    
    
    $
    Short-term investments
    
    
    452
    
    
    
    
    
    
    
    452
    
    
    
    Total
    
    $
    7,603
    
    
    $
    7,151
    
    
    $
    452
    
    
    $
    
   15




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Three MonthsEndedSeptember 30, 2009Percentage change in net salesTotal:
    
    
    -3.0
    %By geographic region:North America
    
    
    -0.4
    %Europe
    
    
    -12.3
    %Asia/Pacific
    
    
    7.9
    %
  Three MonthsEndedSeptember 30, 2009Percentage change in net sales excluding currency fluctuationsTotal:
    
    
    -1.0
    %By geographic region:North America
    
    
    0.5
    %Europe
    
    
    -6.7
    %Asia/Pacific
    
    
    5.8
    %
       17




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsShort-Term Borrowings
    
    $
    15,137
    
    
    $
    15,137
    
    
    $
    
    
    
    $
    
    
    
    $
    Long-Term Debt Associated with Business Purchase
    
    
    580
    
    
    
    
    
    
    
    580
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    14,637
    
    
    
    5,796
    
    
    
    4,754
    
    
    
    1,549
    
    
    
    2,538Total
    
    $
    30,354
    
    
    $
    20,933
    
    
    $
    5,334
    
    
    $
    1,549
    
    
    $
    2,538
 18




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Foreign Currency Exchange.
  19




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Interest and Investment Income.
 Debt and Interest Expense.
 
    
  
   A downturn in economic conditions could affect our operating results.
  20




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Foreign currency fluctuations related to international operations may adversely affect our
operating results.
  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 economic, political 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.
 Credit risks associated with our customers may adversely affect our financial position or result of
operations.
  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.
  A significant portion of our cash position is maintained overseas.
  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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##### Table of Contents



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
    
    Avg.
    
    as Part of
    
    Shares
    
    May Yet BeNumber
    
    Price
    
    Publicly
    
    Authorized
    
    Purchasedof Shares
    
    Paid
    
    Announced
    
    for
    
    Under thePeriod
    
    Purchased
    
    per Share
    
    Program
    
    Purchase (1)
    
    Program (2)July 1 to July 31, 2009
    
    
    
    
    
    
    
    
    
    
    7,814,025
    
    
    
    
    
    
    
    1,141,058August 1 to August 31, 2009
    
    
    101,586
    
    
    $
    58.46
    
    
    
    7,915,611
    
    
    
    29,611
    
    
    
    1,069,083September 1 to September 30, 2009
    
    
    86,667
    
    
    $
    60.40
    
    
    
    8,002,278
    
    
    
    46,630
    
    
    
    1,029,046Total
    
    
    188,253
    
    
    $
    59.36
    
    
    
    8,002,278
    
    
    
    76,241
    
    
    
    1,029,046
 
 (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 (i) 1.0 million shares of common stock approved for repurchases
in October 2008, plus (ii) that 23




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number of shares of common stock equal to the number of shares issued pursuant to employee stock
plans subsequent to October 2008 minus the number of shares repurchased, plus (iii) the number of
shares remaining from the repurchase authorization in August 2006.   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)
    
    
    (11
    )3.3
    
    Amended and Restated Bylaws, dated August 6, 2008 (Exhibit 99.1)
    
    
    (4
    )*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 2007 (Exhibit 10.1)
    
    
    (12
    )*10.5
    
    Form of Stock Option Agreement for non-employee directors (Exhibit 10.5)
    
    
    (13
    )*10.6
    
    Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)
    
    
    (13
    )*10.7
    
    Form of Stock Unit Award Agreement for non-employee directors (Exhibit 10.2)
    
    
    (12
    )*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, as amended October 26, 2009 (Exhibit 99.1)
    
    
    (2
    )10.12
    
    Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex
Corporation (Exhibit 10.8)
    
    
    (10
    )*10.13
    
    Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)
    
    
    (9
    )*10.14
    
    Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)
    
    
    (9
    )*10.15
    
    Form of Indemnification Agreement (Exhibit 10.1)
    
    
    (14
    )*10.16
    
    Management Incentive Bonus Plan dated August 4, 2009 (Exhibit 99.1)
    
    
    (15
    )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 corresponding exhibit in our Annual Report on Form 10-K
filed September 20, 1989. (file no. 000-11250).(2)
    
    Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form 8-K
filed October 30, 2009.(3)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 14, 2001. (file no. 000-11250).(4)
    
    Incorporated by reference to the indicated Exhibit in our Form 8-K filed August 11, 2008.(5)
    
    Incorporated by reference to the indicated Exhibit in our Annual Report on Form 10-K filed
September 24, 2003. (file no. 000-11250).(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 Annual Report on Form 10-K filed
August 29, 2008.(10)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 9, 2007.(11)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007. 25




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##### Table of Contents



(12)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007.(13)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 8, 2008.(14)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed November 3, 2008.(15)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed August 10, 2009.*
    
    Management contract or compensatory plan or agreement. 26




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##### Table of Contents



Date: November 6, 2009
    DIONEX CORPORATION
(Registrant)By:
    /s/ Craig A. McCollamCraig A. McCollamExecutive Vice President and Chief Financial Officer (Signing as Principal Financial and
Accounting
Officer, and as Authorized Signatory of Registrant) 27




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##### Table of Contents



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
 28