##### 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, 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
    
    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
  þ o o
 o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    19,024,049




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##### 



PagePART I. FINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTSCONDENSED CONSOLIDATED BALANCE SHEETS AS OF March 31, 2007 and June 30, 2006
    
    
    3CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE Three Months Ended
March 31, 2007 and 2006
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE Nine Months Ended March
31, 2007 and 2006
    
    
    5CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE Nine Months Ended
March 31, 2007 and 2006
    
    
    6NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    7ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    13ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
    
    
    19ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    19PART II. OTHER INFORMATIONITEM 1A.
    
    RISK FACTORS
    
    
    20ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    22ITEM 6.
    
    EXHIBITS
    
    
    23SIGNATURES
    
    
    
    
    25EXHIBITS
    
    
    
    
    26EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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March 31,
    
    
    June 30,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    55,265
    
    
    $
    43,524Short-term investments
    
    
    236
    
    
    
    7,490Accounts receivable (net of allowance for doubtful accounts of $712 at March 31, 2007 and
$674 at June 30, 2006)
    
    
    67,951
    
    
    
    63,008Inventories
    
    
    28,289
    
    
    
    27,702Deferred taxes
    
    
    9,453
    
    
    
    9,915Prepaid expenses and other
    
    
    9,108
    
    
    
    5,791Total current assets
    
    
    170,302
    
    
    
    157,430Property, plant and equipment, net
    
    
    62,284
    
    
    
    58,700Goodwill
    
    
    25,334
    
    
    
    24,982Intangible assets, net
    
    
    3,991
    
    
    
    4,522Other assets
    
    
    4,233
    
    
    
    4,768$
    266,144
    
    
    $
    250,402LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    2,546
    
    
    $
    Accounts payable
    
    
    12,241
    
    
    
    9,395Accrued liabilities
    
    
    47,360
    
    
    
    39,673Income taxes payable
    
    
    9,018
    
    
    
    7,100Accrued product warranty
    
    
    3,313
    
    
    
    3,493Total current liabilities
    
    
    74,478
    
    
    
    59,661Deferred taxes
    
    
    4,213
    
    
    
    3,952Other long-term liabilities
    
    
    2,128
    
    
    
    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:18,941,757 shares at March 31, 2007 and 19,624,839 shares at June 30, 2006)
    
    
    154,081
    
    
    
    148,214Retained earnings
    
    
    19,257
    
    
    
    28,589Accumulated other comprehensive income
    
    
    11,987
    
    
    
    8,579Total stockholders equity
    
    
    185,325
    
    
    
    185,382$
    266,144
    
    
    $
    250,402
  3




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Three Months EndedMarch 31,2007
    
    
    2006Net sales
    
    $
    84,954
    
    
    $
    73,674Cost of sales
    
    
    29,172
    
    
    
    25,126Gross profit
    
    
    55,782
    
    
    
    48,548Operating expenses:Selling, general and administrative
    
    
    31,389
    
    
    
    27,739Research and product development
    
    
    6,360
    
    
    
    5,675Total operating expenses
    
    
    37,749
    
    
    
    33,414Operating income
    
    
    18,033
    
    
    
    15,134Interest income
    
    
    319
    
    
    
    495Interest expense
    
    
    (83
    )
    
    
    (36
    )Other income, net
    
    
    205
    
    
    
    (73
    )Income before taxes
    
    
    18,474
    
    
    
    15,520Taxes on income
    
    
    6,977
    
    
    
    5,155Net income
    
    $
    11,497
    
    
    $
    10,365Basic earnings per share
    
    $
    0.60
    
    
    $
    0.52Diluted earnings per share
    
    $
    0.59
    
    
    $
    0.50Shares used in computing per share amounts:Basic
    
    
    19,047
    
    
    
    20,049Diluted
    
    
    19,551
    
    
    
    20,542
  4




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Nine Months EndedMarch 31,2007
    
    
    2006Net sales
    
    $
    241,330
    
    
    $
    216,115Cost of sales
    
    
    81,786
    
    
    
    73,425Gross profit
    
    
    159,544
    
    
    
    142,690Operating expenses:Selling, general and administrative
    
    
    90,394
    
    
    
    82,219Research and product development
    
    
    18,209
    
    
    
    16,649Total operating expenses
    
    
    108,603
    
    
    
    98,868Operating income
    
    
    50,941
    
    
    
    43,822Interest income
    
    
    941
    
    
    
    1,134Interest expense
    
    
    (205
    )
    
    
    (122
    )Other income, net
    
    
    136
    
    
    
    1,465Income before taxes
    
    
    51,813
    
    
    
    46,299Taxes on income
    
    
    18,378
    
    
    
    16,020Net income
    
    $
    33,435
    
    
    $
    30,279Basic earnings per share
    
    $
    1.74
    
    
    $
    1.51Diluted earnings per share
    
    $
    1.70
    
    
    $
    1.47Shares used in computing per share amounts:Basic
    
    
    19,214
    
    
    
    20,067Diluted
    
    
    19,672
    
    
    
    20,595
  5




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Nine Months EndedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    33,435
    
    
    $
    30,279Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    5,235
    
    
    
    4,810Stock based compensation
    
    
    3,797
    
    
    
    4,397Loss on disposal of fixed assets
    
    
    403
    
    
    
    399Excess tax benefit related to stock option plans
    
    
    (1,043
    )
    
    
    (5,752
    )Deferred income taxes
    
    
    726
    
    
    
    4,184Changes in assets and liabilities:Accounts receivable
    
    
    (3,590
    )
    
    
    (2,835
    )Inventories
    
    
    385
    
    
    
    (966
    )Prepaid expenses and other assets
    
    
    (1,696
    )
    
    
    (1,288
    )Accounts payable
    
    
    2,715
    
    
    
    67Accrued liabilities
    
    
    7,318
    
    
    
    2,976Income taxes payable
    
    
    2,737
    
    
    
    7,906Accrued product warranty
    
    
    (221
    )
    
    
    (105
    )Net cash provided by operating activities
    
    
    50,201
    
    
    
    44,072Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    9,700
    
    
    
    23,346Purchase of marketable securities
    
    
    (2,600
    )
    
    
    (28,800
    )Purchase of property, plant and equipment
    
    
    (7,446
    )
    
    
    (8,037
    )Purchase of intangible assets
    
    
    (439
    )
    
    
    (3,005
    )Proceeds of
property and equipment
    
    
    (26
    )
    
    
    Net cash used for investing activities
    
    
    (811
    )
    
    
    (16,496
    )Cash flows from financing activities:Net change in revolving line of credit
    
    
    2,546
    
    
    
    Proceeds from issuance of common stock
    
    
    7,730
    
    
    
    23,023Excess tax benefit related to stock option plans
    
    
    1,043
    
    
    
    5,752Repurchase of common stock
    
    
    (49,474
    )
    
    
    (49,722
    )Net cash used for financing activities
    
    
    (38,155
    )
    
    
    (20,947
    )Effect of exchange rate changes on cash
    
    
    506
    
    
    
    (1,420
    )Net increase in cash and cash equivalents
    
    
    11,741
    
    
    
    5,209Cash and cash equivalents, beginning of period
    
    
    43,524
    
    
    
    42,679Cash and cash equivalents, end of period
    
    $
    55,265
    
    
    $
    47,888Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    16,018
    
    
    $
    7,310Interest expense paid
    
    
    105
    
    
    
    41Other non-cash activities:Property and equipment purchased (but not paid for)
    
    $
    247
    
    
    $
    601
  6




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The Fair Value Option for Financial Assets and Financial Liabilities
 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements
 Fair Value Measurements
 Accounting for Uncertainty in Income Taxes
 7




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Accounting for Certain Hybrid Financial Instruments
  Share-Based Payment
  Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Cost of sales
    
    $
    106
    
    
    $
    106
    
    
    $
    287
    
    
    $
    278Selling, general and administrative expenses
    
    
    873
    
    
    
    852
    
    
    
    2,594
    
    
    
    3,024Research and development expenses
    
    
    313
    
    
    
    309
    
    
    
    920
    
    
    
    1,096Total stock-based compensation expenses
    
    
    1,293
    
    
    
    1,267
    
    
    
    3,801
    
    
    
    4,398Tax effect on stock-based compensation
    
    
    (472
    )
    
    
    (428
    )
    
    
    (1,389
    )
    
    
    (1,167
    )Net effect on net income
    
    $
    821
    
    
    $
    839
    
    
    $
    2,412
    
    
    $
    3,231Excess tax benefit related to stock option plans:Cash flows from operations
    
    $
    (581
    )
    
    $
    (2,245
    )
    
    $
    (1,043
    )
    
    $
    (5,752
    )Cash flows from financing activities
    
    
    581
    
    
    
    2,245
    
    
    
    1,043
    
    
    
    5,752Effects on earnings per share:Basic
    
    $
    0.05
    
    
    $
    0.04
    
    
    $
    0.13
    
    
    $
    0.16Diluted
    
    $
    0.05
    
    
    $
    0.04
    
    
    $
    0.12
    
    
    $
    0.16
  Nine Months EndedMarch 312007
    
    
    2006Volatility for option plan
    
    
    28.9
    %
    
    
    40
    %Volatility for ESPP
    
    
    34.2
    %
    
    
    29
    %Risk-free interest rate for option plan
    
    
    4.50  4.75
    %
    
    
    44.50
    %Risk-free interest rate for ESPP
    
    
    4.98
    %
    
    
    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
    
    
    326,250
    
    
    
    53.58Options exercised
    
    
    (181,210
    )
    
    
    33.27Options forfeited/cancelled/expired
    
    
    (17,111
    )
    
    
    48.14Balance at March 31, 2007
    
    
    1,864,522
    
    
    
    40.56
    
    
    
    6.58
    
    
    $
    51,368Options vested and expected to vest at March 31, 2007
    
    
    1,855,820
    
    
    
    40.51
    
    
    
    5.89
    
    
    $
    51,214Exercisable at March 31, 2007
    
    
    1,159,055
    
    
    
    34.92
    
    
    
    5.43
    
    
    $
    38,469
      March 31
    
    
    June 30,2007
    
    
    2006Finished goods
    
    $
    16,023
    
    
    $
    13,962Work in process
    
    
    1,856
    
    
    
    1,840Raw materials
    
    
    10,412
    
    
    
    11,900$
    28,289
    
    
    $
    27,702
   9




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GrossCost
    
    
    Unrealized Losses
    
    
    Fair ValueMarch 31, 2007Corporate debt securities (1)
    
    $
    246
    
    
    $
    (10
    )
    
    $
    236June 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
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income, as reported
    
    $
    11,497
    
    
    $
    10,365
    
    
    $
    33,435
    
    
    $
    30,279Foreign currency translation adjustments, net of taxes
    
    
    (1,051
    )
    
    
    1,518
    
    
    
    (3,388
    )
    
    
    (446
    )Unrealized gain on securities available for sale, net of taxes
    
    
    (6
    )
    
    
    (6
    )
    
    
    (20
    )
    
    
    9Comprehensive income
    
    $
    10,440
    
    
    $
    11,877
    
    
    $
    30,027
    
    
    $
    29,842
       Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    11,497
    
    
    $
    10,365
    
    
    $
    33,435
    
    
    $
    30,279Denominator:Weighted average shares used to
compute net income per common
share  basic
    
    
    19,047
    
    
    
    20,049
    
    
    
    19,214
    
    
    
    20,067Effect of dilutive stock options
    
    
    504
    
    
    
    493
    
    
    
    458
    
    
    
    528Weighted average shares used to
compute net income per common
share  diluted
    
    
    19,551
    
    
    
    20,542
    
    
    
    19,672
    
    
    
    20,595Basic earnings per share
    
    $
    0.60
    
    
    $
    0.52
    
    
    $
    1.74
    
    
    $
    1.51Diluted earnings per share
    
    $
    0.59
    
    
    $
    0.50
    
    
    $
    1.70
    
    
    $
    1.47
 10




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TotalBalance as of July 1, 2006
    
    $
    24,982Translation adjustments
    
    
    352Balance as of March 31, 2007
    
    $
    25,334
   As of March 31, 2007
    
    
    As of June 30, 2006Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    2,958
    
    
    $
    (674
    )
    
    $
    2,284
    
    
    $
    3,337
    
    
    $
    (735
    )
    
    $
    2,602Developed technology
    
    
    9,941
    
    
    
    (9,554
    )
    
    
    387
    
    
    
    9,695
    
    
    
    (8,773
    )
    
    
    922Other
    
    
    1,890
    
    
    
    (570
    )
    
    
    1,320
    
    
    
    1,411
    
    
    
    (413
    )
    
    
    998Total
    
    $
    14,789
    
    
    $
    (10,798
    )
    
    $
    3,991
    
    
    $
    14,443
    
    
    $
    (9,921
    )
    
    $
    4,522
   RemainingYear Ending
    
    AmortizationJune 30,
    
    Expense2007 (remaining three months)
    
    $
    3362008
    
    
    8392009
    
    
    6322010
    
    
    5852011
    
    
    585Thereafter
    
    
    1,014Total
    
    $
    3,991
   11




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Balance
    
    
    
    
    
    
    
    
    
    Actual
    
    BalanceBeginning
    
    Provision
    
    Other Adjustments
    
    Warranty
    
    End ofof Period
    
    For Warranties
    
    Accounts (1)
    
    Costs Incurred
    
    PeriodAccrued Product WarrantyNine Months Ended:March 31, 2007
    
    $
    3,493
    
    
    $
    2,151
    
    
    $
    74
    
    
    $
    (2,406
    )
    
    $
    3,313March 31, 2006
    
    $
    3,514
    
    
    $
    2,555
    
    
    $
    (22
    )
    
    $
    (2,661
    )
    
    $
    3,386
 
 (1)
    
    Effects of exchange rate changes      Disclosures about Segments of an Enterprise and Related Information
   Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Products
    
    $
    74,191
    
    
    $
    64,359
    
    
    $
    211,628
    
    
    $
    188,692Installation and Training Services
    
    
    2,250
    
    
    
    2,030
    
    
    
    6,755
    
    
    
    6,598Maintenance
    
    
    8,513
    
    
    
    7,285
    
    
    
    22,947
    
    
    
    20,825$
    84,954
    
    
    $
    73,674
    
    
    $
    241,330
    
    
    $
    216,115
 12




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13




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Three Months
    
    
    Nine MonthsEnded
    
    
    EndedMarch 31, 2007
    
    
    March 31, 2007Percentage change in net salesTotal:
    
    
    15%
    
    
    
    12%By geographic region:North America
    
    
    13%
    
    
    
    4%Europe
    
    
    19%
    
    
    
    16%Asia/Pacific
    
    
    12%
    
    
    
    14%
  Three Months
    
    
    Nine MonthsEnded
    
    
    EndedMarch 31, 2007
    
    
    March 31, 2007Percentage change in net sales excluding currency fluctuationsTotal:
    
    
    12%
    
    
    
    9%By geographic region:North America
    
    
    13%
    
    
    
    4%Europe
    
    
    11%
    
    
    
    9%Asia/Pacific
    
    
    12%
    
    
    
    15%
     14




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsOperating Lease Obligations
    
    $
    17,760
    
    
    $
    4,505
    
    
    $
    6,347
    
    
    $
    4,054
    
    
    $
    2,854
   The Fair Value Option for Financial Assets and Financial Liabilities
 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements
 Fair Value Measurements
 Accounting for Uncertainty in Income Taxes
 Accounting for Certain Hybrid Financial Instruments
 16




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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.
       18




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Foreign Currency Exchange
  Debt and Interest Expense
 
    19




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Economic, political and other risks associated with
international sales and operations could adversely affect our results
of operations.
           Foreign currency fluctuations and other risks related to international operations may adversely
affect our operating results.
  Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.
  Fluctuations in our quarterly operating results may cause our stock price to decline.
  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 instrument market is highly competitive, and our inability to compete effectively in
this market would adversely affect our results of operations and financial condition.
  20




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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 would be difficult.
  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.
   21




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##### Table of Contents



Total
    
    
    
    
    
    MaximumNumber of Shares
    
    
    
    
    
    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 (2)January 1  31, 2007
    
    
    
    
    
    
    
    
    
    
    5,553,843
    
    
    
    2,062
    
    
    
    1,458,335February 1  28, 2007
    
    
    128,079
    
    
    
    63.53
    
    
    
    5,681,922
    
    
    
    97,866
    
    
    
    1,428,122March 1  31, 2007
    
    
    130,231
    
    
    
    63.10
    
    
    
    5,812,153
    
    
    
    25,234
    
    
    
    1,323,125
 
 (1)
    
    The number of shares represents the number of shares issued pursuant to employee stock plans that are authorized
for purchase but does not include the current repurchase of 1.5 million shares of common stock approved in August 2006.(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. 22




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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
    )3.3
    
    Amendment to Bylaws on January 11, 2007
    
    
    (11
    )4.1
    
    Stockholder Rights Agreement dated January 21, 1999, between Dionex Corporation 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 Dionex Corporation (Exhibit
    
    
    (4
    )10.15)10.3
    
    First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex
    
    
    (6
    )Corporation10.4
    
    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 Dionex
    
    
    (10
    )Corporation10.9
    
    Change in Control Severance Benefit Plan (Exhibit 10.15)
    
    
    (9
    )10.10
    
    Executive Employment Agreement for
Lukas Braunschweiler dated November 20, 2006
    
    
    (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 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 Dionex Corporations
Registration Statement on Form S-1 filed December 7, 1982.(2)
    
    Incorporated by reference to the corresponding exhibit in Dionex Corporations Annual Report
on Form 10-Q filed February 13, 1997.(3)
    
    Incorporated by reference to the corresponding exhibit in Dionex Corporations Quarterly
Report on Form 10-Q filed February 16, 1999.(4)
    
    Incorporated by reference to the indicated exhibit in Dionex Corporations Quarterly Report
on Form 10-Q filed February 14, 2001.(5)
    
    Incorporated by reference to the indicated Exhibit 10.17 in Dionex Corporations Annual
Report on Form 10-K filed August 28, 2002.(6)
    
    Incorporated by reference to the indicated Exhibit in Dionex Corporations Annual Report on
Form 10-K filed September 24, 2003. 23




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##### Table of Contents



(7)
    
    Incorporated by reference to the indicated exhibit in Dionex Corporations Annual Report on
Form 10-K filed September 10, 2004.(8)
    
    Incorporated by reference to Dionex Corporations Registration Statement on Form S-8 filed
December 8, 2004.(9)
    
    Incorporated by reference to the indicated exhibit in Dionex Corporations Quarterly Report on
Form 10-Q filed May 10, 2005.(10)
    
    Incorporated by reference to the indicated exhibit in Dionex Corporations Quarterly Report on
Form 10-Q filed February 9, 2007.(11)
    
    Incorporated by reference to the indicated exhibit in Dionex Corporations Form 8-K filed
January 17, 2007.(12)
    
    Incorporated by reference to the indicated exhibit in Dionex
Corporations Form 8-K filed November 21, 2006. 24




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##### Table of Contents



DIONEX CORPORATION
(Registrant)Date: May 10, 2007
    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.
 26