##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended June 30, 2010
 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
 (Exact name of
registrant as specified in its charter)
 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)
 Registrants telephone number, including area code
(408) 737-0700
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share
    
    The Nasdaq Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
 YES þ NO o
 YES o NO þ
 þ o
 o o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-Accelerated filer o
    
    Smaller reporting company o(do not check if a smaller reporting company)
 Yes o No þ




---



##### 



TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    9Item 1B. Unresolved Staff Comments
    
    
    13Item 2. Properties
    
    
    13Item 3. Legal Proceedings
    
    
    13PART IIItem 5. Market for our Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    13Item 6. Selected Consolidated Financial Data
    
    
    16Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 8. Financial Statements and Supplementary Data
    
    
    26Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    50Item 9A. Controls and Procedures
    
    
    50Item 9B. Other Information
    
    
    50PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    52Item 11. Executive Compensation
    
    
    52Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    52Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    52Item 14. Principal Accounting Fees and Services
    
    
    52PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    52Signatures
    
    
    53Exhibit Index
    
    
    57Exhibit 10.12Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  
 PART I
 
 Item 1.
    
    BUSINESS
 GENERAL
  ® ®
 BUSINESS UNITS
   PRODUCTS
 Ion Chromatography
   3




---



##### Table of Contents



tm tm
 tm
 
    
    Our ICS-2100 RFIC system, introduced in fiscal 2009, provides RFIC eluent generation
and regeneration, along with sample-preparation capabilities. The ICS-2100 is an
integrated and preconfigured RFIC system designed to perform with all types of
electrolytically generated eluents for isocratic and gradient IC separations. The system
is controlled from an LCD touch pad front panel or using our Chromeleon Chromatography
Data System software (Chromeleon). The ICS-2100 occupies minimal space and delivers all
the advantages of an RFIC system, including ease-of use, consistency and superior
performance compared to systems using manually prepared eluents.
 
    
    Our ICS-1600 system, introduced in fiscal 2009, is a fully integrated and
preconfigured system with RFIC-ER (Eluent Regeneration) capabilities designed to perform
IC separations using suppressed conductivity detection. The system is controlled from an
LCD touch pad front panel or using Chromeleon software.
 
    
    Our ICS-1100, introduced in fiscal 2009, is an integrated and preconfigured system
with RFIC-ER capabilities that performs IC separations using conductivity detection.
 
    
    Our ICS-900 integrated IC system, introduced in fiscal 2008, is designed for routine
ion analysis and provides easy operation and stable performance. It occupies minimal
bench space, making it an attractive solution for small laboratories.
 High Performance Liquid Chromatography
   
    
    UltiMate® 3000 Basic Automated LC system is optimized for reliability and ease-of-use
with routine LC applications, and also offers UHPLC application compatibility up to 620
bar. The ACC-3000 Autosampler Column Compartment is at the heart of the system. Its unique
instrument design combines a rugged sample injection principle with a powerful column oven.
 
    
    UltiMate® 3000 Standard Analytical systems offer full support of all HPLC applications
and provide UHPLC application compatibility up to 620 bar, allowing customers to move to
UHPLC whenever necessary.
 
    
    UltiMate® 3000 Rapid Separation LC (RSLC) system provides higher performance and
flexibility in UHPLC applications up to 1,000 bar. Precision-engineered instrumentation,
advanced data processing, and highly optimized chemistries enable the most challenging
chromatographic applications. This system offers industry leading versatility covering the
maximum range of UHPLC applications, while keeping fully compatible to conventional LC.
 
    
    UltiMate® 3000 RSLCnano system was developed for maximum performance in the field of
proteomics and other complex life science applications. The robust, continuous direct-flow
delivery is designed for interruption-free analysis providing the highest resolution of
sample components. This feature, in addition to the widest flow-pressure footprint enables
the application of UHPLC to the nano scale, allowing scientists to tune for the highest
resolution or the fastest analysis time, even for trypsin-digested peptide patterns of
utmost complexity.
  4




---



##### Table of Contents



® ultra ® ®
 Other Dionex product offerings
 Sample Preparation  + +
 ®
 Mass Spectrometry 
 Link ® ®  Link Link
 Process Instrumentation - 
 Chromatography Data Management Software Systems (CDS) ®
  5




---



##### Table of Contents



Consumables
  Eluent Suppressors - ® 
 RFIC
Eluent Generation Cartridges
 IonSwift tm line
 Fast IonPac line
 Other services -
 CUSTOMERS, MARKETING, AND SALES
    6




---



##### Table of Contents



FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
  COMPETITION
      7




---



##### Table of Contents



PATENTS AND LICENSES
   INTERNATIONAL OPERATIONS
   MANUFACTURING AND SUPPLIERS
     8




---



##### Table of Contents



TECHNICAL SUPPORT, INSTALLATION AND SERVICE
  RESEARCH AND PRODUCT DEVELOPMENT
  EMPLOYEES
  AVAILABLE INFORMATION
  
 Item 1A.
    
    RISK FACTORS.
  A downturn in economic conditions could affect our operating results.
   9




---



##### Table of Contents



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;
 
    
    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.
 If we fail to effectively transition to our new and/or upgraded accounting information and
technology infrastructure systems, it may have an adverse impact on our business and results of
operations.
  We continually evaluate our system of internal controls over financial reporting and may make
enhancements where appropriate, which may require significant resources.
   10




---



##### Table of Contents



Changes in our provision for income taxes or adverse outcomes resulting from examination of our
income tax returns could adversely affect our results.
 Income Taxes
 Natural disasters, terrorist attacks or acts of war may cause damage or disruption to us and our
employees, facilities, information systems, security systems, vendors and customers, which could
significantly impact our net sales, costs and expenses, and financial condition.
  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.
  Fluctuations in our quarterly operating results may cause our stock price to decline.
  A significant portion of our cash is maintained overseas.
   11




---



##### Table of Contents



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.
  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.
  12




---



##### Table of Contents



Item 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 Item 2.
    
    PROPERTIES
   
 Item 3.
    
    LEGAL PROCEEDINGS
  
 PART II
 
 Item 5.
    
    MARKET FOR OUR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY
SECURITIES
 MARKET PRICE OF COMMON STOCK
  Fiscal 2010
    
    
    Fiscal 2009Quarter
    
    High
    
    
    Low
    
    
    High
    
    
    LowFirst
    
    $
    65.91
    
    
    $
    56.09
    
    
    $
    74.83
    
    
    $
    61.39Second
    
    $
    73.88
    
    
    $
    62.97
    
    
    $
    64.59
    
    
    $
    43.01Third
    
    $
    76.13
    
    
    $
    65.71
    
    
    $
    52.62
    
    
    $
    40.03Fourth
    
    $
    85.97
    
    
    $
    74.46
    
    
    $
    63.59
    
    
    $
    47.83
  DIVIDENDS
   13




---



##### Table of Contents



ISSUER PURCHASES OF EQUITY SECURITIES
   TotalNumber of
    
    
    
    
    
    
    MaximumShares
    
    
    
    
    
    
    Number ofPurchased
    
    
    
    
    
    
    Shares thatTotal
    
    
    Avg.
    
    
    as Part of
    
    
    Additional
    
    
    May Yet beNumber of
    
    
    Price
    
    
    Publicly
    
    
    Shares
    
    
    PurchasedShares
    
    
    Paid per
    
    
    Announced
    
    
    Authorized for
    
    
    Under thePeriod
    
    Purchased
    
    
    Share
    
    
    Program(1)
    
    
    Purchase(1)
    
    
    Program(2)April 1 - 30, 2010
    
    
    
    
    
    
    
    
    
    
    8,290,151
    
    
    
    3,229
    
    
    
    1,000,740May 1 - 31, 2010
    
    
    218,216
    
    
    $
    80.26
    
    
    
    8,508,367
    
    
    
    106,362
    
    
    
    888,886June 1 - 30, 2010
    
    
    81,302
    
    
    $
    76.01
    
    
    
    8,589,669
    
    
    
    10,260
    
    
    
    817,844Total
    
    
    299,518
    
    
    $
    79.11
    
    
    
    8,589,669
    
    
    
    119,851
    
    
    
    817,844
 (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 a total of 1,000,000 shares of common
stock approved for repurchase in October 2008 plus that 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 purchased since October 2008.  14




---



##### Table of Contents



PERFORMANCE GRAPH
 This section is not soliciting material, is not deemed filed with the SEC and is not to be
incorporated by reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date
hereof and irrespective of any general incorporation language in any such filing.
  
 
 COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS
 Fiscal Year EndingCOMPANY/INDEX/MARKET
    
    6/30/2005
    
    
    6/30/2006
    
    
    6/30/2007
    
    
    6/30/2008
    
    
    6/30/2009
    
    
    6/30/2010Dionex Corporation
    
    
    100.00
    
    
    
    125.37
    
    
    
    162.82
    
    
    
    152.22
    
    
    
    139.98
    
    
    
    170.78Analytical Instruments (SIC)
    
    
    100.00
    
    
    
    113.14
    
    
    
    150.44
    
    
    
    176.81
    
    
    
    141.62
    
    
    
    171.54S&P Composite
    
    
    100.00
    
    
    
    108.63
    
    
    
    131.00
    
    
    
    113.81
    
    
    
    83.98
    
    
    
    96.09
  15




---



##### Table of Contents



Item 6.
    
    SELECTED CONSOLIDATED FINANCIAL DATA
  Year Ended June 30,2010
    
    
    2009 (1)
    
    
    2008 (1)
    
    
    2007 (1)
    
    
    2006 (1)(In thousands, except per share amounts)Net sales
    
    $
    419,607
    
    
    $
    385,048
    
    
    $
    377,538
    
    
    $
    327,284
    
    
    $
    291,300Cost of sales
    
    
    139,637
    
    
    
    128,651
    
    
    
    126,756
    
    
    
    109,015
    
    
    
    99,857Gross profit
    
    
    279,970
    
    
    
    256,397
    
    
    
    250,782
    
    
    
    218,269
    
    
    
    191,443Operating expenses:Selling, general and administrative
    
    
    160,062
    
    
    
    143,171
    
    
    
    142,545
    
    
    
    123,525
    
    
    
    113,241Research and product development
    
    
    31,586
    
    
    
    28,979
    
    
    
    28,943
    
    
    
    24,737
    
    
    
    22,392Total operating expenses
    
    
    191,648
    
    
    
    172,150
    
    
    
    171,488
    
    
    
    148,262
    
    
    
    135,633Operating income
    
    
    88,322
    
    
    
    84,247
    
    
    
    79,294
    
    
    
    70,007
    
    
    
    55,810Interest income
    
    
    342
    
    
    
    1,300
    
    
    
    2,212
    
    
    
    1,435
    
    
    
    1,874Interest expense
    
    
    (175
    )
    
    
    (493
    )
    
    
    (878
    )
    
    
    (335
    )
    
    
    (184
    )Other income (expense), net
    
    
    592
    
    
    
    (1,146
    )
    
    
    (1,433
    )
    
    
    696
    
    
    
    1,200Income before taxes on income
    
    
    89,081
    
    
    
    83,908
    
    
    
    79,195
    
    
    
    71,803
    
    
    
    58,700Taxes on income
    
    
    28,659
    
    
    
    27,818
    
    
    
    25,598
    
    
    
    25,968
    
    
    
    22,820Net income
    
    
    60,422
    
    
    
    56,090
    
    
    
    53,597
    
    
    
    45,835
    
    
    
    35,880Less: Net income attributable to noncontrolling interests
    
    
    1,366
    
    
    
    635
    
    
    
    797
    
    
    
    513
    
    
    
    187Net income attributable to Dionex Corporation
    
    $
    59,056
    
    
    $
    55,455
    
    
    $
    52,800
    
    
    $
    45,322
    
    
    $
    35,693Basic earnings per share attributable to Dionex Corporation
    
    $
    3.35
    
    
    $
    3.10
    
    
    $
    2.85
    
    
    $
    2.37
    
    
    $
    1.78Diluted earnings per share attributable to Dionex Corporation
    
    $
    3.28
    
    
    $
    3.04
    
    
    $
    2.77
    
    
    $
    2.31
    
    
    $
    1.74Shares used in computing earnings per share amounts:Basic
    
    
    17,643
    
    
    
    17,903
    
    
    
    18,506
    
    
    
    19,136
    
    
    
    20,013Diluted
    
    
    17,983
    
    
    
    18,228
    
    
    
    19,072
    
    
    
    19,615
    
    
    
    20,527
 (1)
    
    Fiscal years 2006 to 2009 were retrospectively adjusted for presentation purposes in
connection with a certain new accounting standard adopted related to noncontrolling interest
in subsidiaries.  At June 30,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Working capital
    
    $
    140,129
    
    
    $
    128,223
    
    
    $
    106,269
    
    
    $
    93,780
    
    
    $
    97,769Total assets
    
    
    361,988
    
    
    
    329,984
    
    
    
    330,430
    
    
    
    272,188
    
    
    
    250,402Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dionex stockholders equity
    
    
    248,783
    
    
    
    222,414
    
    
    
    196,749
    
    
    
    185,708
    
    
    
    185,382
  16




---



##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Cautionary Statement Regarding Forward-Looking Statements
  Overview
     17




---



##### Table of Contents



Results of Operations
  Year Ended June 302010
    
    
    2009
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    33.3
    
    
    
    33.4
    
    
    
    33.6Gross profit
    
    
    66.7
    
    
    
    66.6
    
    
    
    66.4Operating expenses:Selling, general and administrative
    
    
    38.2
    
    
    
    37.2
    
    
    
    37.8Research and product development
    
    
    7.5
    
    
    
    7.5
    
    
    
    7.7Total operating expenses
    
    
    45.7
    
    
    
    44.7
    
    
    
    45.5Operating income
    
    
    21.0
    
    
    
    21.9
    
    
    
    20.9Interest income, net
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.4Other income (expense), net
    
    
    0.1
    
    
    
    (0.3
    )
    
    
    (0.4
    )Income before taxes
    
    
    21.2
    
    
    
    21.8
    
    
    
    20.9Taxes on income
    
    
    6.8
    
    
    
    7.2
    
    
    
    6.8Net income
    
    
    14.4
    
    
    
    14.6
    
    
    
    14.1Less: Net income attributable to noncontrolling interests
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.2Net income attributable to Dionex
    
    
    14.1
    %
    
    
    14.4
    %
    
    
    13.9
    %
  Net Sales
   From 2009
    
    
    From 2008to
    
    
    to2010
    
    
    2009Total:
    
    
    9
    %
    
    
    2
    %By geographic region:North America
    
    
    12
    %
    
    
    -6
    %Europe
    
    
    1
    %
    
    
    -3
    %Asia/Pacific
    
    
    16
    %
    
    
    17
    %
  18




---



##### Table of Contents



From 2009
    
    
    From 2008to
    
    
    to2010
    
    
    2009Total:
    
    
    6
    %
    
    
    5
    %By geographic region:North America
    
    
    12
    %
    
    
    -5
    %Europe
    
    
    -2
    %
    
    
    2
    %Asia/Pacific
    
    
    12
    %
    
    
    18
    %
  Net sales from a regional perspective
 North America
 Europe
 Asia Pacific
 Net sales from a product line perspective
   Gross Profit
   19




---



##### Table of Contents



Selling, General and Administrative
  Research and Product Development
  Interest Income
  Interest Expense
  Other Income (Expense), Net
  Taxes on Income
  Net income Attributable to Noncontrolling Interests
  Earnings per Share
  Liquidity and Capital Resources
    20




---



##### Table of Contents



CONTRACTUAL OBLIGATIONS
  Payments Due by PeriodLess Than
    
    
    1-3
    
    
    4-5
    
    
    After 5(in thousands)
    
    Total
    
    
    1 Year
    
    
    Year
    
    
    Years
    
    
    YearsShort-Term Borrowings
    
    $
    3,149
    
    
    $
    3,149
    
    
    $
    
    
    
    $
    
    
    
    $
    Purchase Obligations
    
    
    527
    
    
    
    
    
    
    
    527
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    12,336
    
    
    
    5,507
    
    
    
    4,367
    
    
    
    1,102
    
    
    
    1,360Total
    
    $
    16,012
    
    
    $
    8,656
    
    
    $
    4,894
    
    
    $
    1,102
    
    
    $
    1,360
  ACCOUNTING PRONOUNCEMENTS
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 Summary
    21




---



##### Table of Contents



Revenue Recognition Policy
     Product Warranty
  Loss Provisions on Accounts Receivable and Inventory
    22




---



##### Table of Contents



Long-Lived Assets, Intangible Assets with Finite Lives and Goodwill
  
    
    Significant underperformance relative to historical or projected future operating
results;
 
    
    Significant negative industry or economic trends; and
 
    
    Significant changes or developments in strategic technology.
   Taxes on Income
     23




---



##### Table of Contents



Stock-Based Compensation
  
 Item 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Foreign Currency Exchange
      24




---



##### Table of Contents



Interest and Investment Income
  Debt and Interest Expense
   25




---



##### Table of Contents



Item 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 PageFINANCIAL STATEMENTSReport of Independent Registered Public Accounting Firm
    
    
    27Consolidated Balance Sheets as of June 30, 2010 and 2009
    
    
    28Consolidated Statements of Income for the years ended June 30, 2010, 2009, and 2008
    
    
    29Consolidated Statements of Stockholders Equity and Comprehensive Income for the years
ended June 30, 2010, 2009, and 2008
    
    
    30Consolidated Statements of Cash Flows for the years ended June 30, 2010, 2009, and 2008
    
    
    31Notes to Consolidated Financial Statements
    
    
    32
  26




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal ControlIntegrated Framework
  
  27




---



##### Table of Contents



DIONEX CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share amounts)
AS OF JUNE 30
 2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    69,830
    
    
    $
    69,684Short-term investments
    
    
    448
    
    
    
    641Accounts receivable (net of allowance for doubtful accounts of $543 and $560 in 2010 and
2009, respectively)
    
    
    86,780
    
    
    
    70,535Inventories
    
    
    37,458
    
    
    
    31,274Deferred taxes
    
    
    14,036
    
    
    
    12,171Prepaid expenses and other current assets
    
    
    18,991
    
    
    
    21,917Total current assets
    
    
    227,543
    
    
    
    206,222Property, plant and equipment, net
    
    
    76,062
    
    
    
    71,927Goodwill
    
    
    35,013
    
    
    
    29,354Intangible assets, net
    
    
    13,859
    
    
    
    8,506Other assets
    
    
    9,511
    
    
    
    13,975Total assets
    
    $
    361,988
    
    
    $
    329,984LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Borrowings under line of credit
    
    $
    3,149
    
    
    $
    64Accounts payable
    
    
    17,303
    
    
    
    16,545Accrued liabilities
    
    
    33,980
    
    
    
    31,222Deferred revenues
    
    
    25,203
    
    
    
    22,559Income taxes payable
    
    
    5,247
    
    
    
    4,581Accrued product warranty
    
    
    2,532
    
    
    
    3,028Total current liabilities
    
    
    87,414
    
    
    
    77,999Deferred and other income taxes payable
    
    
    16,427
    
    
    
    24,348Other long-term liabilities
    
    
    7,272
    
    
    
    3,707Commitments and contingencies (Note 14)Stockholders 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; 17,437,276 and
17,759,690 shares issued and outstanding in 2010 and 2009, respectively) and capital in
excess of par value
    
    
    207,855
    
    
    
    186,649Retained earnings
    
    
    34,195
    
    
    
    21,459Accumulated other comprehensive income
    
    
    6,733
    
    
    
    14,306Total Dionex Corporation stockholders equity
    
    
    248,783
    
    
    
    222,414Noncontrolling interests
    
    
    2,092
    
    
    
    1,516Total stockholders equity
    
    
    250,875
    
    
    
    223,930Total liabilities and stockholders equity
    
    $
    361,988
    
    
    $
    329,984
   28




---



##### Table of Contents



DIONEX CORPORATION
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per share amounts)
YEAR ENDED JUNE 30
 2010
    
    
    2009
    
    
    2008Net sales
    
    $
    419,607
    
    
    $
    385,048
    
    
    $
    377,538Cost of sales
    
    
    139,637
    
    
    
    128,651
    
    
    
    126,756Gross profit
    
    
    279,970
    
    
    
    256,397
    
    
    
    250,782Operating expenses:Selling, general and administrative
    
    
    160,062
    
    
    
    143,171
    
    
    
    142,545Research and product development
    
    
    31,586
    
    
    
    28,979
    
    
    
    28,943Total operating expenses
    
    
    191,648
    
    
    
    172,150
    
    
    
    171,488Operating income
    
    
    88,322
    
    
    
    84,247
    
    
    
    79,294Interest income
    
    
    342
    
    
    
    1,300
    
    
    
    2,212Interest expense
    
    
    (175
    )
    
    
    (493
    )
    
    
    (878
    )Other income (expense), net
    
    
    592
    
    
    
    (1,146
    )
    
    
    (1,433
    )Income before taxes
    
    
    89,081
    
    
    
    83,908
    
    
    
    79,195Taxes on income
    
    
    28,659
    
    
    
    27,818
    
    
    
    25,598Net income
    
    
    60,422
    
    
    
    56,090
    
    
    
    53,597Less: Net income attributable to noncontrolling interests
    
    
    1,366
    
    
    
    635
    
    
    
    797Net income attributable to Dionex Corporation
    
    $
    59,056
    
    
    $
    55,455
    
    
    $
    52,800Basic earnings per share attributable to Dionex Corporation
    
    $
    3.35
    
    
    $
    3.10
    
    
    $
    2.85Diluted earnings per share attributable to Dionex Corporation
    
    $
    3.28
    
    
    $
    3.04
    
    
    $
    2.77Shares used in computing earnings per share:Basic
    
    
    17,643
    
    
    
    17,903
    
    
    
    18,506Diluted
    
    
    17,983
    
    
    
    18,228
    
    
    
    19,072
   29




---



##### Table of Contents



DIONEX CORPORATION
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 (In thousands, except for share amounts)
 AccumulatedOtherCommon Stock
    
    
    Retained
    
    
    Comprehensive
    
    
    Noncontrolling
    
    
    
    
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Earnings
    
    
    Income
    
    
    Interest
    
    
    Total
    
    
    IncomeBalance, June 30, 2007
    
    
    18,845,802
    
    
    $
    161,409
    
    
    $
    13,223
    
    
    $
    11,076
    
    
    $
    722
    
    
    $
    186,430Distributions to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (179
    )
    
    
    (179
    )Net income
    
    
    
    
    
    
    
    
    
    
    52,800
    
    
    
    
    
    
    
    797
    
    
    
    53,597
    
    
    $
    53,597Cumulative translation adjustments (net of tax of $6,308)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,042
    
    
    
    
    
    
    
    13,042
    
    
    
    13,042Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    4
    
    
    
    4Comprehensive income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,643Comprehensive income attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (797
    )Comprehensive income attributable to Dionex Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    65,846Common stock issued under employee stock-based compensation
plans
    
    
    213,042
    
    
    
    9,143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,143Repurchase of common stock
    
    
    (928,131
    )
    
    
    (8,278
    )
    
    
    (62,019
    )
    
    
    
    
    
    
    
    
    
    
    (70,297
    )Stock-based compensation expense
    
    
    
    
    
    
    5,939
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,939Tax benefit from employee stock transactions
    
    
    
    
    
    
    1,832
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,832Adoption of uncertain tax positions accounting standards
    
    
    
    
    
    
    
    
    
    
    (1,422
    )
    
    
    
    
    
    
    
    
    
    
    (1,422
    )Balance, June 30, 2008
    
    
    18,130,713
    
    
    $
    170,045
    
    
    $
    2,582
    
    
    $
    24,122
    
    
    $
    1,340
    
    
    $
    198,089Distributions to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (459
    )
    
    
    (459
    )Net income
    
    
    
    
    
    
    
    
    
    
    55,455
    
    
    
    
    
    
    
    635
    
    
    
    56,090
    
    
    $
    56,090Cumulative translation adjustments (net of tax of $3,805)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,815
    )
    
    
    
    
    
    
    (9,815
    )
    
    
    (9,815
    )Unrealized loss on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )Comprehensive income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,274Comprehensive income attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (635
    )Comprehensive income attributable to Dionex Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    45,639Common stock issued under employee stock-based compensation
plans
    
    
    420,494
    
    
    
    15,864
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,864Repurchase of common stock
    
    
    (791,517
    )
    
    
    (7,654
    )
    
    
    (36,578
    )
    
    
    
    
    
    
    
    
    
    
    (44,232
    )Stock-based compensation expense
    
    
    
    
    
    
    6,594
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,594Tax benefit from employee stock transactions
    
    
    
    
    
    
    1,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,800Balance, June 30, 2009
    
    
    17,759,690
    
    
    $
    186,649
    
    
    $
    21,459
    
    
    $
    14,306
    
    
    $
    1,516
    
    
    $
    223,930Distributions to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (790
    )
    
    
    (790
    )Net income
    
    
    
    
    
    
    
    
    
    
    59,056
    
    
    
    
    
    
    
    1,366
    
    
    
    60,422
    
    
    $
    60,422Cumulative translation adjustments (net of tax of $4,020)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,574
    )
    
    
    
    
    
    
    (7,574
    )
    
    
    (7,574
    )Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    1Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,849Comprehensive income attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,366
    )Comprehensive income attributable to Dionex Corporation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    51,483Common stock issued under employee stock-based compensation
plans
    
    
    453,230
    
    
    
    20,373
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,373Repurchase of common stock
    
    
    (775,644
    )
    
    
    (8,575
    )
    
    
    (46,320
    )
    
    
    
    
    
    
    
    
    
    
    (54,895
    )Stock-based compensation expense
    
    
    
    
    
    
    6,783
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,783Tax benefit from employee stock transactions
    
    
    
    
    
    
    2,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,625Balance, June 30, 2010
    
    
    17,437,276
    
    
    $
    207,855
    
    
    $
    34,195
    
    
    $
    6,733
    
    
    $
    2,092
    
    
    $
    250,875
   30




---



##### Table of Contents



DIONEX CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
YEAR ENDED JUNE 30
 2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    60,422
    
    
    $
    56,090
    
    
    $
    53,597Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    12,092
    
    
    
    9,491
    
    
    
    8,767Stock-based compensation
    
    
    6,783
    
    
    
    6,594
    
    
    
    5,939Allowance for bad debts
    
    
    69
    
    
    
    135
    
    
    
    (232
    )Loss on disposal of fixed assets
    
    
    344
    
    
    
    363
    
    
    
    543Tax benefit related to stock transactions
    
    
    (2,625
    )
    
    
    (1,800
    )
    
    
    (1,832
    )Deferred income taxes
    
    
    930
    
    
    
    1,184
    
    
    
    (944
    )Changes in assets and liabilities:Accounts receivable
    
    
    (19,835
    )
    
    
    (38
    )
    
    
    (1,321
    )Inventories
    
    
    (5,681
    )
    
    
    (2,343
    )
    
    
    1,688Prepaid expenses and other assets
    
    
    (58
    )
    
    
    (7,322
    )
    
    
    (725
    )Accounts payable
    
    
    1,821
    
    
    
    432
    
    
    
    1,506Deferred revenue
    
    
    4,215
    
    
    
    2,079
    
    
    
    2,398Accrued liabilities
    
    
    6,486
    
    
    
    (1,298
    )
    
    
    3,912Income taxes payable
    
    
    3,214
    
    
    
    733
    
    
    
    (2,895
    )Accrued product warranty
    
    
    (406
    )
    
    
    (228
    )
    
    
    290Net cash provided by operating activities
    
    
    67,771
    
    
    
    64,072
    
    
    
    70,691Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    225
    
    
    
    
    
    
    
    124Purchase of short term investments
    
    
    
    
    
    
    (568
    )
    
    
    (77
    )Purchase of property, plant and equipment
    
    
    (13,019
    )
    
    
    (11,379
    )
    
    
    (13,847
    )Purchase of intangible assets
    
    
    (112
    )
    
    
    
    
    
    
    (2,071
    )Acquisition, net of cash acquired
    
    
    (21,147
    )
    
    
    (5,976
    )
    
    
    543Proceeds from property, plant and equipments disposed
    
    
    42
    
    
    
    
    
    
    
    Net cash used for investing activities
    
    
    (34,011
    )
    
    
    (17,923
    )
    
    
    (15,328
    )Cash flows from financing activities:Net
borrowings (payments) under line-of-credit
    
    
    3,087
    
    
    
    (21,746
    )
    
    
    21,506Proceeds from issuance of common stock
    
    
    20,373
    
    
    
    15,864
    
    
    
    9,143Repayments of capital lease obligations
    
    
    
    
    
    
    
    
    
    
    (58
    )Tax benefit related to stock transactions
    
    
    2,625
    
    
    
    1,800
    
    
    
    1,832Repurchase of common stock
    
    
    (54,895
    )
    
    
    (44,232
    )
    
    
    (70,297
    )Dividends paid
    
    
    (453
    )
    
    
    
    
    
    
    Net cash used for financing activities
    
    
    (29,263
    )
    
    
    (48,314
    )
    
    
    (37,874
    )Effect of exchange rate changes on cash
    
    
    (4,351
    )
    
    
    (3,775
    )
    
    
    3,197Net increase (decrease) in cash and equivalents
    
    
    146
    
    
    
    (5,940
    )
    
    
    20,686Cash and
cash equivalents, beginning of year
    
    
    69,684
    
    
    
    75,624
    
    
    
    54,938Cash and cash equivalents, end of year
    
    $
    69,830
    
    
    $
    69,684
    
    
    $
    75,624Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    20,685
    
    
    $
    28,865
    
    
    $
    31,162Interest expense paid
    
    $
    151
    
    
    $
    451
    
    
    $
    790Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    $
    477
    
    
    $
    919
    
    
    $
    1,563Accrued purchase consideration
    
    $
    
    
    
    $
    657
    
    
    $
    Elimination of equity interest associated with step-acquisition of business
    
    $
    
    
    
    $
    760
    
    
    $
    Effect of adoption of uncertain tax positions accounting standards:Cumulative effect on retained earnings
    
    $
    
    
    
    $
    
    
    
    $
    1,422Increase in deferred and other income taxes payable
    
    $
    
    
    
    $
    
    
    
    $
    16,033Increase in other assets
    
    $
    
    
    
    $
    
    
    
    $
    11,409Decrease in income taxes payable
    
    $
    
    
    
    $
    
    
    
    $
    3,202Capital lease obligation for equipment purchases
    
    $
    
    
    
    $
    
    
    
    $
    487
   31




---



##### Table of Contents



DIONEX CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1: Summary of Significant Accounting Policies
 Organization and Basis of Presentation
   Cash, Cash Equivalents and Short-Term Investments
  Concentration of Credit Risk
    Inventories
   32




---



##### Table of Contents



Property, Plant and Equipment
  Capitalized Software
  Goodwill and Intangible Assets
   Valuation of Long-lived Assets
   Revenue Recognition
    33




---



##### Table of Contents



Product Warranty
  Advertising
  Stock-based Compensation Plans
  Common Stock Repurchases
   Translation of Foreign Currency
   34




---



##### Table of Contents



Derivative Securities
   Net Investment Hedge
  Other Derivatives
   (in thousands)
    
    2010
    
    
    2009Currency forwards:Euro
    
    $
    17,659
    
    
    $
    9,785Japanese yen
    
    
    4,282
    
    
    
    3,938Australian dollar
    
    
    791
    
    
    
    857Canadian dollar
    
    
    853
    
    
    
    635Currency swaps
    
    
    10,000
    
    
    
    10,000Total
    
    $
    33,585
    
    
    $
    25,215
  35




---



##### Table of Contents



Accrued
    
    
    Other Long-(In thousands)
    
    Liabilities
    
    
    Term LiabilitiesDerivatives designated as hedging instrumentsCurrency swaps
    
    $
    
    
    
    $
    3,390Derivatives not designated as hedging instrumentsCurrency forwards
    
    $
    290
    
    
    $
    
  (In thousands)
    
    2010
    
    
    2009Derivatives designated as hedging instrumentsNet investment hedgesUnrealized gain/ (loss) recognized in other comprehensive income on derivatives
    
    $
    (1,165
    )
    
    $
    (1,126
    )Realized gain/ (loss) reclassified from other comprehensive income into income
    
    $
    
    
    
    $
    Derivatives not designated as hedging instrumentsCurrency forwardsGain included other income/(expense), net
    
    $
    878
    
    
    $
    396
 Comprehensive Income
  Recently Adopted Accounting Pronouncements
     36




---



##### Table of Contents



37




---



##### Table of Contents



Note 2: Earnings Per Share
   Year Ended June 30(in thousands, except per share amounts)
    
    2010
    
    
    2009
    
    
    2008Numerator:Net income attributable to Dionex
    
    $
    59,056
    
    
    $
    55,455
    
    
    $
    52,800Denominator:Shares used to compute net income per common share  basic
    
    
    17,643
    
    
    
    17,903
    
    
    
    18,506Effect of dilutive stock awards
    
    
    340
    
    
    
    325
    
    
    
    566Shares used to compute net income per common share  diluted
    
    
    17,983
    
    
    
    18,228
    
    
    
    19,072Basic earnings per share attributable to Dionex
    
    $
    3.35
    
    
    $
    3.10
    
    
    $
    2.85Diluted earnings per share attributable to Dionex
    
    $
    3.28
    
    
    $
    3.04
    
    
    $
    2.77Antidilutive common equivalent shares related to stock
options excluded from the calculation of diluted shares
    
    
    416
    
    
    
    627
    
    
    
    349
 Note 3 : Fair Value Measurements
  
    
    Level 1 input utilize observable data such as quoted prices in active markets for
identical assets or liabilities that the reporting entity has the ability to access at the
measurement date.
 
    
    Level 2 inputs utilize data points other than quoted prices in active markets that are
observable for the asset or liability, either directly or indirectly.
 
    
    Level 3 inputs utilize unobservable data points for the asset of liability in which
there is little or no market data, which require the reporting entity to develop its own
assumptions.
  Fair Value Measurements as of June 30, 2010(in thousands)
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Assets:Money market (1)
    
    $
    73
    
    
    $
    73
    
    
    $
    
    
    
    $
    Marketable securities (2)
    
    
    7
    
    
    
    7
    
    
    
    
    
    
    
    Equity indexed derivatives (2)
    
    
    441
    
    
    
    
    
    
    
    441
    
    
    
    Total
    
    $
    521
    
    
    $
    80
    
    
    $
    441
    
    
    $
    Liabilities:Foreign currency contracts (3)
    
    $
    3,680
    
    
    $
    
    
    
    $
    3,680
    
    
    $
    
  38




---



##### Table of Contents



Fair
Value Measurements as of June 30, 2009Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Assets:Money market (1)
    
    $
    2,998
    
    
    $
    2,998
    
    
    $
    
    
    
    $
    Marketable securities (2)
    
    
    8
    
    
    
    8
    
    
    
    
    
    
    
    Equity indexed derivatives (2)
    
    
    633
    
    
    
    
    
    
    
    633
    
    
    
    Total
    
    $
    3,639
    
    
    $
    3,006
    
    
    $
    633
    
    
    $
    Liabilities:Foreign currency contracts (3)
    
    $
    2,225
    
    
    $
    
    
    
    $
    2,225
    
    
    $
    
 (1)
    
    Included in cash and cash equivalents in the consolidated balance sheet as of June
30, 2010 and 2009(2)
    
    Included in short-term investments in the consolidated balance sheet as of June 30,
2010 and 2009(3)
    
    Included in other long-term liabilities and/or other accrued liabilities in the
consolidated balance sheets as of June 30, 2010 and 2009  Note 4: Short-Term Investments
   Gross Unrealized(in thousands)
    
    Cost
    
    
    Gain / (Loss)
    
    
    Fair ValueJune 30, 2010, Marketable securities
    
    $
    8
    
    
    $
    (1
    )
    
    $
    7June 30, 2009, Marketable securities
    
    $
    8
    
    
    $
    
    
    
    $
    8
   39




---



##### Table of Contents



Note 5: Balance Sheet Details
  (in thousands)
    
    2010
    
    
    2009Inventories:Finished goods
    
    $
    23,788
    
    
    $
    19,070Work in process
    
    
    1,781
    
    
    
    1,119Raw materials and subassemblies
    
    
    11,889
    
    
    
    11,085Total inventories
    
    $
    37,458
    
    
    $
    31,274
 (in thousands)
    
    2010
    
    
    2009Property, plant and equipment, net:Land
    
    $
    25,098
    
    
    $
    24,533Buildings and improvements
    
    
    48,396
    
    
    
    47,060Machinery, equipment and tooling
    
    
    50,411
    
    
    
    40,960Furniture and fixtures
    
    
    12,194
    
    
    
    10,884Construction-in-progress
    
    
    13
    
    
    
    2,408Total property, plant and equipment, gross
    
    
    136,112
    
    
    
    125,845Less: accumulated depreciation
    
    
    (60,050
    )
    
    
    (53,918
    )Total property, plant and equipment, net
    
    $
    76,062
    
    
    $
    71,927
  (in thousands)
    
    2010
    
    
    2009Accrued liabilities:Accrued payroll and related expenses
    
    $
    22,851
    
    
    $
    18,267Other accrued liabilities
    
    
    11,129
    
    
    
    12,955Total accrued liabilities
    
    $
    33,980
    
    
    $
    31,222
 Note 6: Acquisitions
     40




---



##### Table of Contents



Note 7: Goodwill and Intangible Assets
  (in thousands)
    
    2010
    
    
    2009Balance, beginning of the fiscal year
    
    $
    29,354
    
    
    $
    26,670Additions due to business combinations
    
    
    7,032
    
    
    
    3,974Foreign currency translation impact
    
    
    (1,373
    )
    
    
    (1,290
    )Balance, end of the fiscal year
    
    $
    35,013
    
    
    $
    29,354
   2010
    
    
    2009Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    Accumulated(in thousands)
    
    Amount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    8,788
    
    
    $
    (2,580
    )
    
    $
    6,208
    
    
    $
    7,088
    
    
    $
    (1,978
    )
    
    $
    5,110Developed technology
    
    
    14,893
    
    
    
    (10,456
    )
    
    
    4,437
    
    
    
    11,504
    
    
    
    (10,327
    )
    
    
    1,177Customer relationships
    
    
    5,119
    
    
    
    (1,905
    )
    
    
    3,214
    
    
    
    3,391
    
    
    
    (1,172
    )
    
    
    2,219Total
    
    $
    28,800
    
    
    $
    (14,941
    )
    
    $
    13,859
    
    
    $
    21,983
    
    
    $
    (13,477
    )
    
    $
    8,506
   RemainingAmortization(in thousands)
    
    ExpenseYear Ending June 30,2011
    
    $
    2,7462012
    
    
    2,4312013
    
    
    1,7872014
    
    
    1,3232015 and thereafter
    
    
    2,634Total
    
    $
    10,921
  41




---



##### Table of Contents



Note 8: Financing Arrangements
   Note 9: Warranty
   (in thousands)
    
    2010
    
    
    2009
    
    
    2008Balance, beginning of the fiscal year
    
    $
    3,028
    
    
    $
    3,444
    
    
    $
    2,875Additions
    
    
    3,655
    
    
    
    4,907
    
    
    
    5,954Charged (credits) to other accounts (1)
    
    
    (137
    )
    
    
    (249
    )
    
    
    296Settlements
    
    
    (4,014
    )
    
    
    (5,074
    )
    
    
    (5,681
    )Balance, end of the fiscal year
    
    $
    2,532
    
    
    $
    3,028
    
    
    $
    3,444
 (1)
    
    Effects of exchange rate changes. Note 10: Stock-Based Compensation
     42




---



##### Table of Contents



(in thousands)
    
    2010
    
    
    2009
    
    
    2008Cost of sales
    
    $
    823
    
    
    $
    794
    
    
    $
    602Selling, general and administrative expenses
    
    
    4,509
    
    
    
    4,097
    
    
    
    3,847Research and product development expenses
    
    
    1,451
    
    
    
    1,703
    
    
    
    1,490Tax benefit
    
    
    (2,171
    )
    
    
    (2,065
    )
    
    
    (1,919
    )Total
    
    $
    4,612
    
    
    $
    4,529
    
    
    $
    4,020
 Restricted Stock Units
  2010
    
    
    2009
    
    
    2008Wtd. Avg.
    
    
    
    
    
    
    Wtd. Avg.
    
    
    
    
    
    
    Wtd. Avg.Grant-Date
    
    
    
    
    
    
    Grant-Date
    
    
    
    
    
    
    Grant-DateShares
    
    
    Fair Value
    
    
    Shares(1)
    
    
    Fair Value
    
    
    Shares
    
    
    Fair ValueRSUs outstanding, beginning of fiscal year
    
    
    50,000
    
    
    $
    62.56
    
    
    
    5,000
    
    
    $
    87.03
    
    
    
    
    
    
    $
    Granted
    
    
    48,876
    
    
    
    66.04
    
    
    
    45,000
    
    
    
    59.84
    
    
    
    5,000
    
    
    
    87.03Released
    
    
    (7,600
    )
    
    
    60.84
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Canceled
    
    
    (3,500
    )
    
    
    73.45
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    RSUs outstanding, end of fiscal year
    
    
    87,776
    
    
    $
    64.21
    
    
    
    50,000
    
    
    $
    62.56
    
    
    
    5,000
    
    
    $
    87.03
 (1)
    
    Total RSU granted previously reported excluded 25,000 RSU granted to our Chief
Executive Officer in fiscal 2009. Such amounts have been added to the table above.  Stock Options
  2010
    
    
    2009
    
    
    2008Wtd. Avg.
    
    
    
    
    
    
    Wtd. Avg.
    
    
    
    
    
    
    Wtd. Avg.Exercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOptions outstanding, beginning of fiscal year
    
    
    1,699,640
    
    
    $
    53.02
    
    
    
    1,792,708
    
    
    $
    47.20
    
    
    
    1,694,471
    
    
    $
    41.91Granted
    
    
    236,765
    
    
    
    66.36
    
    
    
    304,250
    
    
    
    67.10
    
    
    
    347,750
    
    
    
    72.81Exercised
    
    
    (406,753
    )
    
    
    44.53
    
    
    
    (376,577
    )
    
    
    36.35
    
    
    
    (180,073
    )
    
    
    40.41Canceled
    
    
    (55,025
    )
    
    
    65.26
    
    
    
    (20,741
    )
    
    
    59.35
    
    
    
    (69,440
    )
    
    
    63.77Options outstanding, end of fiscal year
    
    
    1,474,627
    
    
    $
    57.05
    
    
    
    1,699,640
    
    
    $
    53.02
    
    
    
    1,792,708
    
    
    $
    47.20Weighted average fair value of options granted during the year
    
    
    
    
    
    $
    21.90
    
    
    
    
    
    
    $
    20.77
    
    
    
    
    
    
    $
    23.88
   Wtd. Avg.
    
    
    Wtd. Avg.
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Remaining
    
    
    Intrinsic ValueShares
    
    
    Price
    
    
    Contractual Term
    
    
    Price(in years)
    
    
    (in millions)Vested or expected to vest
    
    
    1,447,939
    
    
    $
    56.89
    
    
    
    6.29
    
    
    $
    25.5Exercisable
    
    
    950,192
    
    
    $
    51.78
    
    
    
    5.12
    
    
    $
    21.6
   43




---



##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeighted Avg.
    
    
    Weighted
    
    
    
    
    
    
    Weighted Avg.
    
    
    WeightedRemaining
    
    
    Avg.
    
    
    
    
    
    
    Remaining
    
    
    Avg.Range of
    
    Number
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    Contractual
    
    
    ExerciseExercise Prices
    
    Outstanding
    
    
    Life (Yrs)
    
    
    Price
    
    
    Exercisable
    
    
    Life (Yrs)
    
    
    Price$
    23.98  39.47
    
    
    248,503
    
    
    
    2.22
    
    
    $
    32.84
    
    
    
    248,503
    
    
    
    
    
    
    $
    32.8446.47  49.93
    
    
    246,594
    
    
    
    4.81
    
    
    
    47.90
    
    
    
    242,844
    
    
    
    
    
    
    
    47.9253.38  54.86
    
    
    303,686
    
    
    
    6.92
    
    
    
    53.62
    
    
    
    211,022
    
    
    
    
    
    
    
    53.5554.87  70.01
    
    
    237,991
    
    
    
    9.25
    
    
    
    65.99
    
    
    
    7,591
    
    
    
    
    
    
    
    70.1070.32  72.56
    
    
    247,933
    
    
    
    7.08
    
    
    
    72.42
    
    
    
    166,983
    
    
    
    
    
    
    
    72.4174.27  87.03
    
    
    189,920
    
    
    
    8.19
    
    
    
    74.82
    
    
    
    73,249
    
    
    
    
    
    
    
    74.71$
    23.98  87.03
    
    
    1,474,627
    
    
    
    6.34
    
    
    $
    57.05
    
    
    
    950.192
    
    
    
    5.12
    
    
    $
    51.78
   2010
    
    
    2009
    
    
    2008Volatility
    
    
    33  34
    %
    
    
    29  35
    %
    
    
    28  29
    %Risk-free interest rate
    
    
    2.4  2.6
    %
    
    
    1.9  3.3
    %
    
    
    2.9  4.6
    %Expected life (in years)
    
    
    4.6
    
    
    
    4.7
    
    
    
    4.7Expected dividend
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
 Employee Stock Purchase Plan
  2010
    
    
    2009
    
    
    2008Number of shares issued during the year
    
    
    45,677
    
    
    
    43,917
    
    
    
    32,969Weighted average purchase price per share
    
    $
    49.43
    
    
    $
    49.57
    
    
    $
    56.59Weighted average fair value per award
    
    $
    15.50
    
    
    $
    8.75
    
    
    $
    12.48
   2010
    
    
    2009
    
    
    2008Volatility
    
    
    20  36
    %
    
    
    24  56
    %
    
    
    21  31
    %Risk-free interest rate
    
    
    0.2  0.3
    %
    
    
    0.5  2.0
    %
    
    
    2.1  4.8
    %Expected life (in years)
    
    
    0.50
    
    
    
    0.50
    
    
    
    0.50Expected dividend
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
 Determining Fair Value for Options and ESPP
 
    
    Valuation and amortization method Dionex estimates the fair value of stock options granted
using the Black-Scholes-Merton option  pricing formula and a single option award approach.
This fair value is then amortized on a straight-line basis over the requisite service
periods of the awards, which is generally the vesting period.
 
    
    Expected Term The expected term represents the period that our stock-based awards are
expected to be outstanding and was determined based on historical experience of similar
awards, giving consideration to the contractual terms of the stock-based awards, vesting
schedules and expectations of future employee behavior as influenced by changes to the
terms of our stock-based awards.
 
    
    Expected Volatility Our computation of expected volatility for fiscal 2010, 2009, and 2008 is based on a combination of historical and market-based implied
volatility.
 
    
    Risk-Free Interest Rate The risk-free interest rate used in the Black-Scholes-Merton
valuation method is based on the implied yield currently available on U.S. Treasury
zero-coupon issues with an equivalent remaining term.
 
    
    Expected Dividend The expected dividend assumption is based on our current
expectations about our anticipated dividend policy.
  44




---



##### Table of Contents



Note 11: Employee 401(k) Plan
  Note 12: Comprehensive Income
   (in thousands)
    
    2010
    
    
    2009
    
    
    2008Cumulative foreign currency translation, net of tax
    
    $
    6,733
    
    
    $
    14,307
    
    
    $
    24,118Accumulated unrealized gain (loss) on available-for-sale securities, net of tax
    
    
    
    
    
    
    (1
    )
    
    
    4Total accumulated other comprehensive income
    
    $
    6,733
    
    
    $
    14,306
    
    
    $
    24,122
  (in thousands)
    
    2010
    
    
    2009
    
    
    2008Foreign currency translation, net of tax
    
    $
    (7,574
    )
    
    $
    (9,815
    )
    
    $
    13,042Changes in unrealized holding gain (loss) on AFS securities, net
    
    
    1
    
    
    
    (1
    )
    
    
    4Total other comprehensive income (loss)
    
    $
    (7,573
    )
    
    $
    (9,816
    )
    
    $
    13,046
  Note 13: Taxes on Income
  (in thousands)
    
    2010
    
    
    2009
    
    
    2008Current:Federal
    
    $
    13,338
    
    
    $
    15,420
    
    
    $
    17,433State
    
    
    1,137
    
    
    
    1,755
    
    
    
    (1,481
    )Foreign
    
    
    12,367
    
    
    
    9,128
    
    
    
    10,197Total current
    
    
    26,842
    
    
    
    26,303
    
    
    
    26,149Deferred:Federal
    
    
    925
    
    
    
    2,734
    
    
    
    105State
    
    
    (800
    )
    
    
    (560
    )
    
    
    122Foreign
    
    
    805
    
    
    
    (990
    )
    
    
    (1,171
    )Total deferred
    
    
    930
    
    
    
    1,184
    
    
    
    (944
    )Total taxes on income attributable to Dionex
    
    
    27,772
    
    
    
    27,487
    
    
    
    25,205Total taxes on income attributable to noncontrolling interest
    
    
    887
    
    
    
    331
    
    
    
    393Total taxes on income
    
    $
    28,659
    
    
    $
    27,818
    
    
    $
    25,598
  45




---



##### Table of Contents



(in thousands)
    
    2010
    
    
    2009
    
    
    2008Domestic
    
    $
    59,188
    
    
    $
    58,226
    
    
    $
    57,830Foreign
    
    
    27,640
    
    
    
    24,716
    
    
    
    20,175Total income attributable to Dionex
    
    $
    86,828
    
    
    $
    82,942
    
    
    $
    78,005Total income attributable to noncontrolling interest
    
    $
    2,253
    
    
    $
    966
    
    
    $
    1,190Total income
    
    $
    89,081
    
    
    $
    83,908
    
    
    $
    79,195
   (in thousands)
    
    2010
    
    
    2009Current deferred tax assets:Accounting accruals deductible in different periods for tax purposes
    
    $
    5,787
    
    
    $
    6,192Stock-based compensation
    
    
    5,596
    
    
    
    4,787Other
    
    
    2,653
    
    
    
    1,192Total current deferred tax assets
    
    
    14,036
    
    
    
    12,171Non-current deferred tax assets:Book depreciation in excess of tax
    
    
    
    
    
    
    229Accumulated translation adjustment
    
    
    1,758
    
    
    
    Others
    
    
    35
    
    
    
    Non-current deferred tax assets (1)
    
    $
    1,793
    
    
    $
    229Accelerated depreciation
    
    
    (2,768
    )
    
    
    (1,676
    )Tax amortization of intangibles in excess of book
    
    
    (4,645
    )
    
    
    (3,450
    )Accumulated translation adjustment
    
    
    
    
    
    
    (3,043
    )Others
    
    
    (781
    )
    
    
    Total deferred tax liabilities (2)
    
    
    (8,194
    )
    
    
    (8,169
    )Net deferred tax assets
    
    $
    7,635
    
    
    $
    4,231
 (1)
    
    Included in Other assets in the consolidated balance sheets as of June 30, 2010 and
2009(2)
    
    Included in Deferred and other income taxes payable in the consolidated balance
sheets as of June 30, 2010 and 2009  2010
    
    
    2009
    
    
    2008U.S. federal statutory income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of Federal income tax effect
    
    
    (0.1
    )
    
    
    0.8
    
    
    
    (1.3
    )Extraterritorial income exclusion/Manufacturing deduction
    
    
    (1.1
    )
    
    
    (1.3
    )
    
    
    (1.4
    )Taxes on foreign income
    
    
    (0.3
    )
    
    
    (2.0
    )
    
    
    1.0Other
    
    
    (1.5
    )
    
    
    0.9
    
    
    
    (0.7
    )Effective tax rate
    
    
    32.0
    %
    
    
    33.4
    %
    
    
    32.6
    %
     46




---



##### Table of Contents



(in thousands)
    
    2010
    
    
    2009
    
    
    2008Balance, beginning of the fiscal year
    
    $
    14,081
    
    
    $
    14,232
    
    
    $
    14,356Increases (decreases) for tax positions of prior years
    
    
    (3,186
    )
    
    
    1,601
    
    
    
    Increases (decreases) for tax positions of the current year
    
    
    272
    
    
    
    1,699
    
    
    
    3,104Decrease from expiration of statute of limitation
    
    
    (3,187
    )
    
    
    (3,451
    )
    
    
    (3,228
    )Balance, end of the fiscal year
    
    $
    7,980
    
    
    $
    14,081
    
    
    $
    14,232
     Note 14: Commitments and Contingencies
     Fiscal 2011
    
    $
    5,507Fiscal 2012
    
    
    2,897Fiscal 2013
    
    
    1,470Fiscal 2014
    
    
    800Fiscal 2015
    
    
    302Thereafter
    
    
    1,360Total
    
    $
    12,336
   47




---



##### Table of Contents



Note 15: Business Segment Information
    (in thousands)
    
    2010
    
    
    2009
    
    
    2008Products
    
    $
    357,553
    
    
    $
    332,965
    
    
    $
    329,485Installation and training services
    
    
    11,973
    
    
    
    11,287
    
    
    
    10,433Maintenance
    
    
    50,081
    
    
    
    40,796
    
    
    
    37,620Consolidated net sales
    
    $
    419,607
    
    
    $
    385,048
    
    
    $
    377,538
  (in thousands)
    
    2010
    
    
    2009
    
    
    2008United States
    
    
    125,176
    
    
    $
    110,084
    
    
    $
    96,250Europe, excluding Germany
    
    
    114,609
    
    
    
    118,327
    
    
    
    116,482Germany
    
    
    39,295
    
    
    
    37,756
    
    
    
    40,836Japan
    
    
    47,714
    
    
    
    38,529
    
    
    
    34,996China
    
    
    52,918
    
    
    
    47,655
    
    
    
    33,452Other International
    
    
    39,895
    
    
    
    32,697
    
    
    
    55,522Consolidated net sales
    
    $
    419,607
    
    
    $
    385,048
    
    
    $
    377,538
   (in thousands)
    
    2010
    
    
    2009
    
    
    2008United States
    
    $
    44,288
    
    
    $
    37,679
    
    
    $
    34,526Europe, excluding Germany
    
    
    1,110
    
    
    
    1,614
    
    
    
    2,007Germany
    
    
    19,127
    
    
    
    22,035
    
    
    
    25,785Japan
    
    
    10,849
    
    
    
    10,099
    
    
    
    9,464China
    
    
    317
    
    
    
    239
    
    
    
    137Other International
    
    
    371
    
    
    
    261
    
    
    
    416Consolidated property, plant, and equipment (net)
    
    $
    76,062
    
    
    $
    71,927
    
    
    $
    72,335
   48




---



##### Table of Contents



Note 16: Quarterly Results of Operations (unaudited)
  Quarter(In thousands, except per share amounts)
    
    First
    
    
    Second
    
    
    Third
    
    
    FourthFiscal 2010:Net sales
    
    $
    90,664
    
    
    $
    109,164
    
    
    $
    112,782
    
    
    $
    106,997Gross profit
    
    
    59,623
    
    
    
    72,189
    
    
    
    77,487
    
    
    
    70,671Net income attributable to Dionex
    
    
    10,336
    
    
    
    16,582
    
    
    
    17,731
    
    
    
    14,407Basic earnings per share
    
    
    0.58
    
    
    
    0.94
    
    
    
    1.01
    
    
    
    0.82Diluted earnings per share
    
    
    0.57
    
    
    
    0.92
    
    
    
    0.99
    
    
    
    0.81Fiscal 2009:Net sales
    
    $
    93,435
    
    
    $
    103,041
    
    
    $
    94,396
    
    
    $
    94,176Gross profit
    
    
    62,711
    
    
    
    69,570
    
    
    
    64,225
    
    
    
    59,891Net income attributable to Dionex
    
    
    11,816
    
    
    
    17,026
    
    
    
    15,175
    
    
    
    11,438Basic earnings per share
    
    
    0.65
    
    
    
    0.95
    
    
    
    0.85
    
    
    
    0.64Diluted earnings per share
    
    
    0.64
    
    
    
    0.93
    
    
    
    0.84
    
    
    
    0.63
   49




---



##### Table of Contents



Item 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 Item 9A.
    
    CONTROLS AND PROCEDURES
 Managements Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
   Changes in Internal Control over Financial Reporting
  
 Item 9B.
    
    OTHER INFORMATION
   50




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal Control
 Integrated Framework
    Internal
ControlIntegrated Framework
   
  51




---



##### Table of Contents



PART III
 
 Item 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
  CORPORATE GOVERNANCE
  CODE OF ETHICS
  
 Item 11.
    
    EXECUTIVE COMPENSATION
  
 Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 Item 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 Item 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  
 PART IV
 
 Item 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
     52




---



##### Table of Contents



SIGNATURES
  DIONEX CORPORATIONBy
    
    /s/  Frank WitneyFrank WitneyPresident, Chief Executive Officer and Director    Signature
    
    Title
    
    Date/s/ Frank Witney

Frank Witney
    
    President, Chief Executive Officer, and
Director (Principal Executive Officer)
    
    August
 27, 2010/s/ Craig A. McCollam

Craig A. McCollam
    
    Executive Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
    
    August
 27, 2010/s/ A. Blaine Bowman

A. Blaine Bowman
    
    Director
    
    August
 27, 2010/s/ David L. Anderson

David L. Anderson
    
    Director
    
    August
 27, 2010/s/ Roderick McGeary

Roderick McGeary
    
    Director
    
    August
 27, 2010/s/ Riccardo Pigliucci

Riccardo Pigliucci
    
    Lead Director
    
    August
 27, 2010/s/ Michael W. Pope

Michael W. Pope
    
    Director
    
    August
 27, 2010
  53




---



##### Table of Contents



INDEX TO FINANCIAL STATEMENT SCHEDULES
 PageFINANCIAL STATEMENT SCHEDULEReport of Independent Registered Public Accounting Firm
    
    
    55Schedule II  Valuation and Qualifying Accounts and Reserves
    
    
    56
   54




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
  55




---



##### Table of Contents



SCHEDULE II
 DIONEX CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEAR ENDED JUNE 30, 2010, 2009, AND 2008
 ChargedBalance
    
    
    
    
    
    
    (Credited)
    
    
    
    
    
    
    BalanceBeginning of
    
    
    
    
    
    
    to Other
    
    
    
    
    
    
    End ofYear
    
    
    Additions
    
    
    Accounts(1)
    
    
    Deductions(2)
    
    
    Year(In thousands)YEAR ENDED JUNE 30, 2010:
    
    $
    560
    
    
    $
    99
    
    
    $
    (44
    )
    
    $
    (72
    )
    
    $
    543Allowance for doubtful accountsYEAR ENDED JUNE 30, 2009:
    
    $
    524
    
    
    $
    163
    
    
    $
    (102
    )
    
    $
    (25
    )
    
    $
    560Allowance for doubtful accountsYEAR ENDED JUNE 30, 2008:
    
    $
    610
    
    
    $
    (95
    )
    
    $
    120
    
    
    $
    (111
    )
    
    $
    524Allowance for doubtful accounts
 
 (1)
    
    Effects of exchange rate changes(2)
    
    Accounts written off, net of recoveries  56




---



##### Table of Contents



EXHIBIT INDEX
 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)
    
    
    (8
    )3.3
    
    
    Amended and Restated Bylaws, August 6, 2008 (Exhibit 99.1)
    
    
    (12
    )10.1
    *
    
    Medical Care Reimbursement Plan as amended October 30, 2007 (Exhibit 10.1)
    
    
    (9
    )10.2
    
    
    Credit Agreement dated December 23, 2009 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.2)
    
    
    (3
    )10.3
    *
    
    Management Incentive Bonus Plan dated August 6, 2009 (Exhibit 99.1)
    
    
    (14
    )10.4
    *
    
    Dionex Corporation 2004 Equity Incentive Plan, as amended October 2007 (Exhibit 10.1)
    
    
    (10
    )10.5
    *
    
    Form of Stock Option Agreement for non-employee directors (Exhibit 10.5)
    
    
    (11
    )10.6
    *
    
    Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)
    
    
    (11
    )10.7
    *
    
    Form of Stock Unit Award Agreement (Exhibit 10.2)
    
    
    (10
    )10.8
    *
    
    Form of International Stock Option Agreement (Exhibit 10.8)
    
    
    (9
    )10.9
    *
    
    Form of Stock Unit Award Agreement for U.S. employees
    
    
    (2
    )10.10
    *
    
    Form of Stock Unit Award Agreement for International employees
    
    
    (2
    )10.11
    *
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    
    (5
    )10.12
    *
    
    Form of Performance Stock Unit Grant Notice10.13
    *
    
    Change in Control Severance Benefit Plan as amended April 26, 2010
    
    
    (2
    )10.14
    *
    
    Summary of Compensation Arrangements with named executive officers
    
    
    (7
    )10.15
    *
    
    Form of Indemnification Agreement (Exhibit 10.1)
    
    
    (13
    )21.1
    
    
    Subsidiaries of Dionex Corporation23.1
    
    
    Consent of Independent Registered Public Accounting Firm24.1
    
    
    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
 
 (1)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed September 20, 1989.(2)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed April 28, 2010.  57




---



##### Table of Contents



(3)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 9, 2010.(4)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 9, 2010.(5)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed September 10, 2004.(6)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed December 22, 2004.(7)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed August 9, 2010 and
August 16, 2010.(8)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007.(9)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed November 9, 2007.(10)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007.(11)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 8, 2008.(12)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed August 11, 2008.(13)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed November 3, 2008.(14)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed August 10, 2009.(15)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 9, 2010. 
 *
    
    Management contract or compensatory plan or arrangement.
    
    This certification accompanies the Form 10-K to which it relates, is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by reference into any filing of
the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any
general incorporation language contained in such filing.  58