##### 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, 2008
 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
  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
    
    18,319,093




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##### 



Page (s)PART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2008 and June 30, 2007
    
    
    3Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Income for the Nine Months Ended March 31, 2008 and 2007
    
    
    5Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2008 and 2007
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7-14ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15-20ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    20ITEM 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONITEM 1A. Risk Factors
    
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25ITEM 6. Exhibits
    
    
    26SIGNATURES
    
    
    28EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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March 31,
    
    
    June 30,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    72,033
    
    
    $
    54,938Short-term investments
    
    
    1
    
    
    
    124Accounts receivable (net of allowance
for doubtful accounts of $750 at
March 31, 2008 and $610 at June 30,
2007)
    
    
    74,258
    
    
    
    65,990Inventories
    
    
    32,120
    
    
    
    28,626Deferred taxes
    
    
    9,552
    
    
    
    8,983Prepaid expenses and other
    
    
    15,117
    
    
    
    12,113Total current assets
    
    
    203,081
    
    
    
    170,774Property, plant and equipment, net
    
    
    69,044
    
    
    
    62,366Goodwill
    
    
    26,654
    
    
    
    25,443Intangible assets, net
    
    
    6,739
    
    
    
    6,955Other assets
    
    
    14,732
    
    
    
    6,231$
    320,250
    
    
    $
    271,769LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    17,969
    
    
    $
    231Accounts payable
    
    
    15,239
    
    
    
    12,293Accrued liabilities
    
    
    31,046
    
    
    
    30,329Deferred revenue
    
    
    21,654
    
    
    
    18,617Income taxes payable
    
    
    6,777
    
    
    
    13,068Accrued product warranty
    
    
    3,585
    
    
    
    2,875Total current liabilities
    
    
    96,270
    
    
    
    77,413Deferred and other income taxes payable
    
    
    21,978
    
    
    
    5,060Other long-term liabilities
    
    
    6,171
    
    
    
    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: 18,314,542
shares at March 31, 2008 and
18,845,802 shares at June 30, 2007)
    
    
    169,845
    
    
    
    161,409Retained earnings
    
    
    1,275
    
    
    
    13,223Accumulated other comprehensive income
    
    
    24,711
    
    
    
    11,076Total stockholders equity
    
    
    195,831
    
    
    
    185,708$
    320,250
    
    
    $
    271,769
  3




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Three Months EndedMarch 31,2008
    
    
    2007Net sales
    
    $
    98,356
    
    
    $
    84,954Cost of sales
    
    
    33,831
    
    
    
    29,172Gross profit
    
    
    64,525
    
    
    
    55,782Operating expenses:Selling, general and administrative
    
    
    37,170
    
    
    
    31,389Research and product development
    
    
    7,336
    
    
    
    6,360Total operating expenses
    
    
    44,506
    
    
    
    37,749Operating income
    
    
    20,019
    
    
    
    18,033Interest income
    
    
    561
    
    
    
    319Interest expense
    
    
    (236
    )
    
    
    (83
    )Other income (expense), net
    
    
    (150
    )
    
    
    205Income before taxes
    
    
    20,194
    
    
    
    18,474Taxes on income
    
    
    6,599
    
    
    
    6,977Net income
    
    $
    13,595
    
    
    $
    11,497Basic earnings per share
    
    $
    0.74
    
    
    $
    0.60Diluted earnings per share
    
    $
    0.72
    
    
    $
    0.59Shares used in computing per share amounts:Basic
    
    
    18,438
    
    
    
    19,047Diluted
    
    
    18,992
    
    
    
    19,551
  4




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Nine Months EndedMarch 31,2008
    
    
    2007Net sales
    
    $
    278,817
    
    
    $
    241,330Cost of sales
    
    
    94,359
    
    
    
    81,786Gross profit
    
    
    184,458
    
    
    
    159,544Operating expenses:Selling, general and administrative
    
    
    104,214
    
    
    
    90,394Research and product development
    
    
    21,506
    
    
    
    18,209Total operating expenses
    
    
    125,720
    
    
    
    108,603Operating income
    
    
    58,738
    
    
    
    50,941Interest income
    
    
    1,771
    
    
    
    941Interest expense
    
    
    (716
    )
    
    
    (205
    )Other income
(expense), net
    
    
    (1,540
    )
    
    
    136Income before taxes
    
    
    58,253
    
    
    
    51,813Taxes on income
    
    
    19,679
    
    
    
    18,378Net income
    
    $
    38,574
    
    
    $
    33,435Basic earnings per share
    
    $
    2.07
    
    
    $
    1.74Diluted earnings per share
    
    $
    2.01
    
    
    $
    1.70Shares used in computing per share amounts:Basic
    
    
    18,602
    
    
    
    19,214Diluted
    
    
    19,176
    
    
    
    19,672
  5




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Nine Months EndedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    38,574
    
    
    $
    33,435Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    6,424
    
    
    
    5,235Stock-based compensation
    
    
    4,449
    
    
    
    3,797Allowance for bad debts
    
    
    (13
    )
    
    
    21Loss on disposal of fixed assets
    
    
    406
    
    
    
    377Tax benefit related to equity incentive
    
    
    (2,021
    )
    
    
    (1,043
    )Deferred income taxes
    
    
    (3,049
    )
    
    
    726Changes in assets and liabilities:Accounts receivable
    
    
    (815
    )
    
    
    (3,611
    )Inventories
    
    
    1,338
    
    
    
    385Prepaid expenses and other assets
    
    
    427
    
    
    
    (1,696
    )Accounts payable
    
    
    580
    
    
    
    2,715Accrued liabilities
    
    
    2,938
    
    
    
    2,531Deferred revenue
    
    
    2,809
    
    
    
    4,787Income taxes payable
    
    
    (2,402
    )
    
    
    2,737Accrued product warranty
    
    
    408
    
    
    
    (221
    )Net cash provided by operating activities
    
    
    50,053
    
    
    
    50,175Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    
    
    
    
    9,700Purchase of marketable securities
    
    
    
    
    
    
    (2,600
    )Purchase of property, plant and equipment
    
    
    (6,557
    )
    
    
    (7,472
    )Purchase of intangible assets
    
    
    (2,071
    )
    
    
    (439
    )Purchase of business
    
    
    543
    
    
    
    Other
    
    
    
    
    
    
    26Net cash provided by (used for) investing activities
    
    
    (8,085
    )
    
    
    (785
    )Cash flows from financing activities:Net change in notes payable
    
    
    17,656
    
    
    
    2,546Proceeds from issuance of common stock
    
    
    8,307
    
    
    
    7,730Tax benefit related to equity incentive
    
    
    2,021
    
    
    
    1,043Repurchase of common stock
    
    
    (55,441
    )
    
    
    (49,474
    )Net cash used for financing activities
    
    
    (27,457
    )
    
    
    (38,155
    )Effect of exchange rate changes on cash
    
    
    2,584
    
    
    
    506Net increase in cash and cash equivalents
    
    
    17,095
    
    
    
    11,741Cash and cash equivalents, beginning of period
    
    
    54,938
    
    
    
    43,524Cash and cash equivalents, end of period
    
    $
    72,033
    
    
    $
    55,265Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    19,974
    
    
    $
    16,018Interest expense paid
    
    
    643
    
    
    
    105Supplemental schedule of non-cash investing and
financing activities:Accrued purchases of property, plant and equipment
    
    
    339
    
    
    
    247Accrued purchase
of business consideration
    
    
    191
    
    
    
    
  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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Share-Based Payment
   WeightedAverageWeighted
    
    Remaining
    
    AggregateAverage
    
    Contractual
    
    IntrinsicOptions
    
    Exercise
    
    Term
    
    ValueOutstanding
    
    Price
    
    (Years)
    
    (in 000s )Balance at June 30, 2007
    
    
    1,694,462
    
    
    $
    41.91
    
    
    
    
    
    
    
    Options granted
    
    
    347,750
    
    
    $
    72.81
    
    
    
    
    
    
    
    Options exercised
    
    
    (154,937
    )
    
    $
    41.55
    
    
    
    
    
    
    
    Options forfeited/cancelled/expired
    
    
    (12,253
    )
    
    $
    51.72
    
    
    
    
    
    
    
    Balance at March 31, 2008
    
    
    1,875,022
    
    
    $
    47.60
    
    
    
    6.47
    
    
    $
    48,187Options vested and expected to vest at March 31, 2008
    
    
    1,856,512
    
    
    $
    47.42
    
    
    
    6.45
    
    
    $
    48,029Exercisable at March 31, 2008
    
    
    1,151,183
    
    
    $
    38.49
    
    
    
    5.13
    
    
    $
    39,911
     8




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Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Cost of sales
    
    $
    163
    
    
    $
    106
    
    
    $
    445
    
    
    $
    287Selling, general and administrative expenses
    
    
    986
    
    
    
    873
    
    
    
    2,875
    
    
    
    2,594Research and development expenses
    
    
    366
    
    
    
    313
    
    
    
    1,128
    
    
    
    920Total stock-based compensation expenses
    
    
    1,515
    
    
    
    1,292
    
    
    
    4,448
    
    
    
    3,801Tax effect on stock-based compensation
    
    
    (495
    )
    
    
    (472
    )
    
    
    (1,454
    )
    
    
    (1,389
    )Net effect on net income
    
    $
    1,020
    
    
    $
    820
    
    
    $
    2,994
    
    
    $
    2,412Excess tax benefit related to equity incentive plans:Cash flows from operations
    
    $
    (188
    )
    
    $
    (581
    )
    
    $
    (2,021
    )
    
    $
    (1,043
    )Cash flows from financing activities
    
    
    188
    
    
    
    581
    
    
    
    2,021
    
    
    
    1,043Effects on earnings per share:Basic
    
    $
    0.06
    
    
    $
    0.05
    
    
    $
    0.16
    
    
    $
    0.13Diluted
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.16
    
    
    $
    0.12
  Nine Months EndedMarch 31,2008
    
    2007Volatility for option plan
    
    
    28% - 29%
    
    
    
    28.9%Volatility for ESPP
    
    
    23% - 31%
    
    
    
    34.2%Risk-free interest rate for option plan
    
    
    2.91% - 4.60%
    
    
    
    4.50% - 4.75%Risk-free interest rate for ESPP
    
    
    2.16% - 4.80%
    
    
    
    4.98%Expected life of option plan
    
    4.75 years
    
    
    4.7 yearsExpected life of ESPP
    
    6 months
    
    
    6 monthsExpected dividend
    
    
    $0.00
    
    
    
    $0.00
         9




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March 31,
    
    
    June 30,2008
    
    
    2007Finished goods
    
    $
    19,572
    
    
    $
    16,535Work in process
    
    
    1,283
    
    
    
    1,329Raw materials
    
    
    11,265
    
    
    
    10,762$
    32,120
    
    
    $
    28,626
    GrossUnrealizedCost
    
    
    Losses
    
    
    Fair ValueMarch 31, 2008, Marketable securities
    
    $
    1
    
    
    $
    
    
    
    $
    1June 30, 2007, Corporate debt securities
    
    $
    127
    
    
    $
    (3
    )
    
    $
    124
   Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income, as reported
    
    $
    13,595
    
    
    $
    11,497
    
    
    $
    38,574
    
    
    $
    33,435Foreign currency translation adjustments, net of taxes
    
    
    6,362
    
    
    
    (1,051
    )
    
    
    13,631
    
    
    
    (3,388
    )Unrealized gain on securities available for sale, net of taxes
    
    
    (1
    )
    
    
    13
    
    
    
    4
    
    
    
    (20
    )Comprehensive income
    
    $
    19,956
    
    
    $
    10,459
    
    
    $
    52,209
    
    
    $
    30,027
   10




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Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Numerator:Net income
    
    $
    13,595
    
    
    $
    11,497
    
    
    $
    38,574
    
    
    $
    33,435Denominator:Weighted average shares used to compute net income per
common share  basic
    
    
    18,438
    
    
    
    19,047
    
    
    
    18,602
    
    
    
    19,214Effect of dilutive stock options
    
    
    554
    
    
    
    504
    
    
    
    574
    
    
    
    458Weighted average shares used to compute net income per
common share  diluted
    
    
    18,992
    
    
    
    19,551
    
    
    
    19,176
    
    
    
    19,672Basic earnings per share
    
    $
    0.74
    
    
    $
    0.60
    
    
    $
    2.07
    
    
    $
    1.74Diluted earnings per share
    
    $
    0.72
    
    
    $
    0.59
    
    
    $
    2.01
    
    
    $
    1.70
     TotalBalance as of July 1, 2007
    
    $
    25,443Translation adjustments
    
    
    1,211Additions
    
    
    Balance as of March 31, 2008
    
    $
    26,654
 Goodwill and Other Intangible Assets
  As of March 31, 2008
    
    
    As of June 30, 2007Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    5,958
    
    
    $
    (1,226
    )
    
    $
    4,732
    
    
    $
    5,958
    
    
    $
    (779
    )
    
    $
    5,179Developed technology
    
    
    10,814
    
    
    
    (10,814
    )
    
    
    
    
    
    
    10,013
    
    
    
    (9,805
    )
    
    
    208Other
    
    
    2,807
    
    
    
    (800
    )
    
    
    2,007
    
    
    
    2,205
    
    
    
    (637
    )
    
    
    1,568Total
    
    $
    19,579
    
    
    $
    (12,840
    )
    
    $
    6,739
    
    
    $
    18,176
    
    
    $
    (11,221
    )
    
    $
    6,955
 11




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RemainingAmortizationExpense2008 (remaining three months)
    
    $
    2432009
    
    
    9322010
    
    
    8942011
    
    
    8852012
    
    
    885Thereafter
    
    
    2,900Total
    
    $
    6,739
    ActualBalance
    
    Provision
    
    Other
    
    Warranty
    
    BalanceBeginning
    
    For
    
    Adjustments
    
    Costs
    
    End ofof Period
    
    Warranties
    
    Accounts
    
    Incurred
    
    Period(1)Accrued Product WarrantyNine Months Ended:March 31, 2008
    
    $
    2,875
    
    
    $
    2,565
    
    
    $
    294
    
    
    $
    (2,149
    )
    
    $
    3,585March 31, 2007
    
    $
    3,493
    
    
    $
    2,151
    
    
    $
    74
    
    
    $
    (2,406
    )
    
    $
    3,313
 
 (1)
    
    Effects of exchange rate changes 12




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Disclosures about Segments of an Enterprise and Related Information
   Three Months EndedMarch 31,2008
    
    
    2007Products
    
    $
    86,658
    
    
    $
    74,191Installation and Training Services
    
    
    2,342
    
    
    
    2,250Maintenance
    
    
    9,356
    
    
    
    8,513$
    98,356
    
    
    $
    84,954
  Accounting for Uncertainty in Income Taxes
 13




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14




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15




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Three Months
    
    Nine MonthsEnded
    
    EndedMarch 31, 2008
    
    March 31, 2008Percentage change in net salesTotal:
    
    
    16
    %
    
    
    16
    %By geographic region:North America
    
    
    15
    %
    
    
    17
    %Europe
    
    
    3
    %
    
    
    10
    %Asia/Pacific
    
    
    39
    %
    
    
    23
    %
  Three Months
    
    Nine MonthsEnded
    
    EndedMarch 31, 2008
    
    March 31, 2008Percentage change in net sales
excluding currency fluctuationsTotal:
    
    
    9
    %
    
    
    10
    %By geographic region:North America
    
    
    12
    %
    
    
    16
    %Europe
    
    
    -7
    %
    
    
    1
    %Asia/Pacific
    
    
    31
    %
    
    
    19
    %
 16




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17




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Payments Due by PeriodLessThan 1
    
    1-3
    
    4-5
    
    After 5Contractual Obligations
    
    Total
    
    Year
    
    Years
    
    Years
    
    YearsOperating Lease Obligations
    
    $
    17,780
    
    
    $
    5,820
    
    
    $
    6,360
    
    
    $
    2,090
    
    
    $
    3,510
  18




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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
     Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109
 19




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Accounting for Income Taxes .
  
   Foreign Currency Exchange.
  20




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Interest and Investment Income.
 Debt
and Interest Expense.
 
    21




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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.
  22




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Downturn in economic conditions 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 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.
  23




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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.
   24




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##### Table of Contents



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)January 1  31, 2008
    
    
    
    
    
    
    
    
    
    
    6,539,844
    
    
    
    10,000
    
    
    
    941,591February 1  28, 2008
    
    
    241,141
    
    
    
    77.02
    
    
    
    6,780,985
    
    
    
    9,149
    
    
    
    726,202March 1  31, 2008
    
    
    32,558
    
    
    
    71.52
    
    
    
    6,813,543
    
    
    
    2,266
    
    
    
    695,910
 
 (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.   25




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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
directors (Exhibit 10.5)
    
    
    (14
    )10.6
    
    Form of Stock Option Agreement for other than
non-employee directors (Exhibit 10.6)
    
    
    (14
    )10.7
    
    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, 2008 (Exhibit
10.13)
    
    
    (14
    )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
 26




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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.(14)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 8, 2008. 27




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##### Table of Contents



DIONEX CORPORATION(Registrant)Date: May 9, 2008By:
    
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive Officer And DirectorBy:
    
    /s/ Craig A. McCollamCraig A. McCollamVice President and Chief Financial Officer
 28




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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