##### 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 1934For the Fiscal Year Ended
    June 30, 2008ORo

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
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ




---



##### 





TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


3Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


16Item 2.


Properties


16Item 3.


Legal Proceedings


16Item 4.


Submission of Matters to a Vote of Security
    Holders


16PART IIItem 5.


Market for our Common Stock, Related Stockholder
    Matters and Issuer Purchases of Equity Securities


16Item 6.


Selected Consolidated Financial Data


19Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


29Item 8.


Financial Statements and Supplementary Data


31Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


53Item 9A.


Controls and Procedures


53Item 9B.


Other Information


53PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


55Item 11.


Executive Compensation


55Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


55Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


55Item 14.


Principal Accounting Fees and Services


55PART IVItem 15.


Exhibits and Financial Statement Schedules


55Signatures


56Exhibit Index


60EXHIBIT 10.9EXHIBIT 10.10EXHIBIT 10.13EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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##### Table of Contents



CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K, Form 10-K.
 PART I  Item 1.
    BUSINESS  OVERVIEW
        PRODUCTS
    AND SERVICES
    ®
  Ion
    Chromatography
     3




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##### Table of Contents



tm tm tm
    ® 2-D ® ICS-3000,
       4




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##### Table of Contents



tm start-up.
      High
    Performance Liquid Chromatography
    Analytical HPLC 
  ®
  Ultrafast HPLC
  tm
 5




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##### Table of Contents



Bioinert HPLC
    Capillary-/nano-LC
  nano-HPLC WPS-3000 well 2-D 2-D
  WPS-3000
  tm
  Basic HPLC
   6




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HPLC Autosamplers
      Sample
    Preparation
    tm
    Detectors
    Mass
    Spectrometry
  tm
 7




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##### Table of Contents



3-D
  Process
    Instrumentation
    Automation
    Products
  2-D
  Chromeleon Software
   8




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##### Table of Contents



Consumables
    Columns
  ®
  ®
  ®
    Eluent Suppressors 
  ® ® 4-mm 5-mm 2-mm 3-mm
 9




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##### Table of Contents



® tm
  RFIC Eluent Cartridges
  Service and Other
  CUSTOMERS,
    MARKETING, AND SALES
           10




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##### Table of Contents



FINANCIAL
    INFORMATION ABOUT GEOGRAPHIC AREAS
  Form 10-K.
  COMPETITION
            PATENTS
    AND LICENSES
   11




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INTERNATIONAL
    OPERATIONS
      MANUFACTURING
    AND SUPPLIERS
        TECHNICAL
    SUPPORT, INSTALLATION AND SERVICE
   12




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##### Table of Contents



RESEARCH
    AND PRODUCT DEVELOPMENT
    EMPLOYEES
    AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K http://investor.dionex.com/governance-PDFs.cfm 1-800-SEC-0330. http://www.sec.gov
  Item 1A.
    RISK
    FACTORS.  Form 10-K Form 10-Q.
  Foreign
    currency fluctuations related to international operations may
    adversely affect our operating results.
   13




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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.  Fluctuations
    in worldwide demand for analytical instrumentation could affect
    our operating results.
    A
    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.
   14




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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.   15




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##### Table of Contents



Item 1B.
    UNRESOLVED
    STAFF COMMENTS    Item 2.
    PROPERTIES      Item 3.
    LEGAL
    PROCEEDINGS    Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    PART II  Item 5.
    MARKET
    FOR OUR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER
    REPURCHASES OF EQUITY SECURITIES  MARKET
    PRICE OF COMMON STOCK
    Fiscal 2008


Fiscal 2007Quarter

High


Low


High


LowFirst

$
80.10


$
67.54


$
56.58


$
45.76Second

$
88.00


$
80.32


$
58.99


$
48.67Third

$
82.34


$
66.76


$
68.11


$
54.62Fourth

$
79.65


$
65.00


$
74.85


$
66.04     DIVIDENDS
   16




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##### 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, 2008










6,813,543







695,910May 1 - 31, 2008


173,965


$
70.97



6,987,508



15,701



537,646June 1 - 30, 2008


35,000


$
71.81



7,022,508



9,435



512,081     (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 1.5 million shares of common
    stock approved for repurchase 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 since August 2006. 17




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##### Table of Contents



PERFORMANCE
    GRAPH
    COMPARISON
    OF 5-YEAR
    CUMULATIVE TOTAL RETURN
    AMONG DIONEX CORPORATION,
    S&P 500 INDEX AND SIC CODE INDEX
  
  COMPARISON
    OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
    COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD
    MARKETS
  FISCAL YEAR ENDINGCOMPANY/INDEX/MARKET


6/30/2003


6/30/2004


6/30/2005


6/30/2006


6/30/2007


6/30/2008Dionex Corporation



100.00




138.83




109.71




137.54




178.64




167.01Analytical Instruments (SIC)



100.00




142.69




139.01




155.14




195.19




205.49S&P Composite



100.00




119.11




126.64




137.57




165.90




144.13  18




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##### Table of Contents



Item 6.
    SELECTED
    CONSOLIDATED FINANCIAL DATA    Year Ended June 302008


2007


2006


2005


2004(In thousands, except per share amounts)Net sales

$
377,538


$
327,284


$
291,300


$
279,317


$
258,834Cost of sales


126,756



109,015



99,857



91,754



88,944Gross profit


250,782



218,269



191,443



187,563



169,890Operating expenses:Selling, general and administrative


142,545



123,525



113,241



102,539



89,100Research and product development


28,943



24,737



22,392



20,354



19,155Total operating expenses


171,488



148,262



135,633



122,893



108,255Operating income


79,294



70,007



55,810



64,670



61,635Interest income


2,212



1,435



1,874



1,276



801Interest expense


(878
)


(335
)


(184
)


(176
)


(240
)Other income/(expense)


(2,230
)


183



1,013



801



(340
)Income before taxes on income


78,398



71,290



58,513



66,571



61,856Taxes on income


25,598



25,968



22,820



21,081



20,481Net income

$
52,800


$
45,322


$
35,693


$
45,490


$
41,375Basic earnings per share

$
2.85


$
2.37


$
1.78


$
2.20


$
1.96Diluted earnings per share

$
2.77


$
2.31


$
1.74


$
2.13


$
1.89Shares used in computing earnings per share amounts:Basic


18,506



19,136



20,013



20,655



21,056Diluted


19,072



19,615



20,527



21,388



21,943       At June 302008


2007


2006


2005


2004(In thousands)Working capital

$
106,269


$
93,780


$
97,769


$
102,006


$
103,719Total assets


330,430



272,188



250,402



238,153



235,465Long-term debt


















Stockholders equity


196,749



185,708



185,382



183,049



183,454  19




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##### Table of Contents



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Cautionary
    Statement Regarding Forward-Looking Statements
  Form 10-K
  OVERVIEW
       20




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RESULTS
    OF OPERATIONS
    Year Ended June 302008


2007


2006Net sales


100.0
%


100.0
%


100.0
%Cost of sales


33.6



33.3



34.3Gross profit


66.4



66.7



65.7Operating expenses:Selling, general and administrative


37.7



37.7



38.9Research and product development


7.7



7.6



7.7Total operating expenses


45.4



45.3



46.6Operating income


21.0



21.4



19.1Interest income, net


0.4



0.3



0.6Other income (expense), net


(0.6
)


0.1



0.3Income before taxes


20.8



21.8



20.0Taxes on income


6.8



7.9



7.8Net income


14.0
%


13.8
%


12.2
%           Net
    Sales
      From Fiscal 2007


From Fiscal 2006to


toFiscal 2008


Fiscal 2007Total:


15
%


12
%By geographic region:North America


13
%


5
%Europe


12
%


17
%Asia/Pacific


24
%


14
%  21




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##### Table of Contents



From Fiscal 2007


From Fiscal 2006to


toFiscal 2008


Fiscal 2007Total:


10
%


9
%By geographic region:North America


12
%


5
%Europe


2
%


9
%Asia/Pacific


21
%


15
%           Gross
    Margin
    Operating
    Expenses
  From fiscal 2007 to fiscal 2008.
   currency fluctuations


5
% continued expansion efforts in the Asia/Pacific
    region


5
% increased depreciation and infrastructure expense


2
% increased salary and commission in North America


1
%  22




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##### Table of Contents



From fiscal 2006 to fiscal 2007.
   currency fluctuations


3
% continued expansion efforts in the Asia/Pacific
    region


2
% increased expansion and infrastructure expense


2
% increased sales and marketing efforts in Europe


1
%       Interest
    Income
    Interest
    Expense
    Other
    Income (Expense), Net
   23




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Income
    Taxes
    Earnings
    per Share
    Liquidity
    and Capital Resources
           24




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##### Table of Contents



CONTRACTUAL
    OBLIGATIONS
    Payments Due by PeriodLess Than


1-3


4-5


After 5Total


1 Year


Year


Years


YearsShort-Term Borrowings

$
21,805


$
21,805


$



$



$
Operating Lease Obligations


17,578



6,408



5,709



2,235



3,226Total

$
39,383


$
28,213


$
5,709


$
2,235


$
3,226   EFFECT OF
    NEW ACCOUNTING STANDARDS
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109,
  The
    Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in Conformity With Generally
    Accepted Accounting Principles Accounting Changes and Error
    Corrections  a replacement of APB Opinion No. 20
    and FASB Statement No. 3
  142-3, Determination of the Useful Life of Intangible Assets (SFAS No. 142-3), Goodwill and Other Intangible
    Assets SFAS No. 142-3 SFAS No. 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities
 25




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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 157-2, Effective Date of FASB Statement No. 157 Accounting for Leases Share-Based Payments Revenue Recognition, SOP No. 97-2 Software Revenue Recognition EITF 00-21 Revenue Arrangements with Multiple Deliverables Inventory Costs
  CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
  Summary.
 26




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##### Table of Contents



Revenue Recognition Policy. and/or
  Revenue Recognition 97-2, Software Revenue Recognition and/or set-up,
  and/or 90-1, Accounting for Separately Priced Extended Warranty and
    Product Maintenance Contracts
    Product Warranty.
  Loss Provisions on Accounts Receivable and
    Inventory.
 27




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##### Table of Contents



first-in,
  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.
  Accounting for Income Taxes
  Accounting for Uncertainty in Income Taxes an interpretation
    of FASB Statement No. 109,
  Stock-Based
    Compensation. Share-Based Payment
 28




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##### Table of Contents



Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      Foreign Currency Exchange.
   29




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##### Table of Contents



Interest and Investment Income.
  Debt and Interest Expense.
 30




---



##### 



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA   
 PageFINANCIAL STATEMENTSReport of Independent Registered Public
    Accounting Firm


32Consolidated Balance Sheets at June 30, 2008
    and 2007


33Consolidated Statements of Income for the years
    ended June 30, 2008, 2007 and 2006


34Consolidated Statements of Stockholders
    Equity and Comprehensive Income for the years ended
    June 30, 2008, 2007 and 2006


35Consolidated Statements of Cash Flows for the
    years ended June 30, 2008, 2007 and 2006


36Notes to Consolidated Financial Statements


37   31




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109.
  Internal Control 
    Integrated Framework
  
    32




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##### Table of Contents



DIONEX
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
 AT JUNE
    30
  2008


2007(In thousands, except share and per share amounts)ASSETSCurrent assets:Cash and equivalents

$
75,624


$
54,938Short-term investments


77



124Accounts receivable (net of allowance for doubtful accounts of
    $524 in 2008 and $610 in 2007)


74,436



65,990Inventories


31,627



28,626Deferred taxes


11,534



9,402Prepaid expenses and other current assets


13,742



12,113Total current assets


207,040



171,193Property, plant and equipment, net


72,335



62,366Goodwill


26,670



25,443Intangible assets, net


6,463



6,955Other assets


17,922



6,231$
330,430


$
272,188LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable

$
21,805


$
231Accounts payable


16,086



12,293Accrued liabilities


32,211



30,329Deferred revenues


21,352



18,617Income taxes payable


5,873



13,068Accrued product warranty


3,444



2,875Total current liabilities


100,771



77,413Deferred and other income taxes payable


27,013



5,479Other long-term liabilities


5,897



3,588Commitments and other contingencies (Note 13)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; shares outstanding: 18,130,713 in 2008 and
    18,845,802 in 2007)


170,045



161,409Retained earnings


2,582



13,223Accumulated other comprehensive income


24,122



11,076Total stockholders equity


196,749



185,708$
330,430


$
272,188    33




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##### Table of Contents



DIONEX
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF INCOME
 YEAR
    ENDED JUNE 30
  2008


2007


2006(In thousands, except per share amounts)Net sales

$
377,538


$
327,284


$
291,300Cost of sales


126,756



109,015



99,857Gross profit


250,782



218,269



191,443Operating expenses:Selling, general and administrative


142,545



123,525



113,241Research and product development


28,943



24,737



22,392Total operating expenses


171,488



148,262



135,633Operating income


79,294



70,007



55,810Interest income


2,212



1,435



1,874Interest expense


(878
)


(335
)


(184
)Other income (expense), net


(2,230
)


183



1,013Income before taxes


78,398



71,290



58,513Taxes on income


25,598



25,968



22,820Net income

$
52,800


$
45,322


$
35,693Basic earnings per share

$
2.85


$
2.37


$
1.78Diluted earnings per share

$
2.77


$
2.31


$
1.74Shares used in computing earnings per share:Basic


18,506



19,136



20,013Diluted


19,072



19,615



20,527    34




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##### Table of Contents



DIONEX
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE
    INCOME
  AccumulatedOtherCommon Stock


Retained


Comprehensive





ComprehensiveShares


Amount


Earnings


Income


Total


Income(In thousands, except for share amounts)Balance, June 30, 2005


20,161,092


$
120,359


$
57,451


$
5,239


$
183,049Comprehensive income, net of tax:Net income










35,693







35,693


$
35,693Foreign currency translation adjustments (net of tax of $233)














3,319



3,319



3,319Unrealized gain on securities














21



21



21Comprehensive income





















$
39,033Common stock issued under employee
    stock-based
    compensation plans


873,324



25,438











25,438Repurchase of common stock


(1,409,577
)


(9,328
)


(64,555
)






(73,883
)Stock-based compensation expense






5,610











5,610Tax benefit from employee stock transactions






6,135











6,135Balance, June 30, 2006


19,624,839



148,214



28,589



8,579



185,382Comprehensive income, net of tax:Net income










45,322







45,322


$
45,322Foreign currency translation adjustments (net of tax of $1,582)














2,470



2,470



2,470Unrealized gain on securities














27



27



27Comprehensive income





















$
47,819Common stock issued under employee
    stock-based
    compensation plans


406,063



13,517











13,517Repurchase of common stock


(1,185,100
)


(8,904
)


(60,688
)






(69,592
)Stock-based compensation expense






5,125











5,125Tax benefit from employee stock transactions






3,457











3,457Balance, June 30, 2007


18,845,802



161,409



13,223



11,076



185,708Comprehensive income, net of tax:Net income










52,800







52,800


$
52,800Foreign currency translation adjustments (net of tax of $6,308)














13,042



13,042



13,042Unrealized gain on securities














4



4



4Comprehensive income





















$
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 FIN 48  cumulative effect










(1,422
)






(1,422
)Balance, June 30, 2008


18,130,713


$
170,045


$
2,582


$
24,122


$
196,749    35




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##### Table of Contents



DIONEX
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 YEAR
    ENDED JUNE 30
  2008


2007


2006(In thousands)Cash flows from operating activities:Net income

$
52,800


$
45,322


$
35,693Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


8,767



8,544



6,514Stock-based compensation


5,939



5,125



5,572Allowance for bad debts


(232
)


(45
)


(315
)Loss on disposal of fixed assets


543



422



538Tax benefit related to stock transactions


(1,832
)


(3,457
)


(6,135
)Deferred income taxes


(944
)


443



78Changes in assets and liabilities:Accounts receivable


(1,321
)


(1,129
)


(6,036
)Inventories


1,688



407



(276
)Prepaid expenses and other assets


(725
)


(6,332
)


214Accounts payable


1,506



2,694



(797
)Deferred revenue


2,398



3,594



2,518Accrued liabilities


4,709



4,431



2,097Income taxes payable


(2,895
)


9,206



11,439Accrued product warranty


290



(714
)


(104
)Net cash provided by operating activities


70,691



68,511



51,000Cash flows from investing activities:Proceeds from sale of marketable securities


124



9,700



39,096Purchase of short term investments


(77
)






Purchase of marketable securities






(2,600
)


(35,050
)Purchase of property, plant and equipment


(13,847
)


(9,388
)


(9,742
)Purchase of intangible assets


(2,071
)


(1,723
)


(3,005
)Acquisition, net of cash acquired


543







Other






(26
)


(38
)Net cash used for investing activities


(15,328
)


(4,037
)


(8,739
)Cash flows from financing activities:Net change in notes payable


21,506



231



Proceeds from issuance of common stock


9,143



13,517



25,438Repayments of capital lease obligations


(58
)






Tax benefit related to stock transactions


1,832



3,457



6,135Repurchase of common stock


(70,297
)


(69,592
)


(73,883
)Net cash used for financing activities


(37,874
)


(52,387
)


(42,310
)Effect of exchange rate changes on cash


3,197



(673
)


894Net increase in cash and equivalents


20,686



11,414



845Cash and equivalents, beginning of year


54,938



43,524



42,679Cash and cash equivalents, end of year

$
75,624


$
54,938


$
43,524Supplemental disclosures of cash flow information:Income taxes paid

$
31,162


$
21,349


$
9,289Interest expense paid

$
790


$
162


$
71Supplemental schedule of non-cash investing and financing
    activities:Accrued purchases of property, plant and equipment

$
1,563


$
219


$
162Accrued purchase of business consideration

$



$
2,000


$
Effect of adoption of FIN 48:Cumulative effect on retained earnings

$
1,422


$



$
Increase in deferred and other income taxes payable

$
16,033


$



$
Increase in other assets

$
11,409


$



$
Decrease in income taxes payable

$
3,202


$



$
Capital lease obligation for equipment purchases

$
487


$



$
    36




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1 
    SIGNIFICANT
    ACCOUNTING POLICIES  Organization.
  Principles of Consolidation.
  Certain Risks and Uncertainties.
      Cash Equivalents.
  Short-Term Investments.
  Inventories. first-in, work-in-process
 37




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property, Plant and Equipment.
  Purchased Technology and Goodwill.
  Valuation of Long Lived Assets.
  Revenue Recognition. and/or
  Revenue Recognition 97-2, Software Revenue Recognition and/or set-up,
  and/or 90-1, Accounting for Separately Priced Extended Warranty and
    Product Maintenance Contracts
   38




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Product Warranty.
  Reclassifications.
  Stock-based Compensation Plans. Share-Based Payment
    paid-in-capital
    Year Ended


Year Ended


Year EndedJune 30,


June 30,


June 30,2008


2007


2006Cost of sales

$
602


$
393


$
372Selling, general and administrative expenses


3,847



3,494



3,832Research and product development expenses


1,490



1,238



1,368Tax benefit


(1,919
)


(1,542
)


(1,751
)Total

$
4,020


$
3,583


$
3,821   Common Stock Repurchases.
 39




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Translation of Foreign Currency.
  Derivative Securities. Accounting for Derivative Instruments and Hedging
    Activities
        Comprehensive Income.
 40




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006(In thousands)Foreign currency translation adjustments

$
24,118


$
11,075


$
8,605Unrealized gain/(loss) on securities available for sale, net


4



1



(26
)$
24,122


$
11,076


$
8,579   Recently Adopted Accounting Pronouncement. Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109,
  Recent Accounting Pronouncements Not Yet
    Adopted. The Hierarchy of Generally Accepted
    Accounting Principles The Meaning of Present Fairly in Conformity
    With Generally Accepted Accounting Principles Accounting Changes and Error
    Corrections  a replacement of APB Opinion No. 20
    and FASB Statement No. 3
  142-3, Determination of the Useful Life of Intangible Assets (SFAS No. 142-3), Goodwill and Other Intangible
    Assets SFAS No. 142-3 SFAS No. 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities
 41




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business Combinations
  Non-controlling Interest in Consolidated Financial
    Statements.
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Fair Value Measurements 157-2, Effective Date of FASB Statement No. 157 Accounting for Leases Share-Based Payments Revenue Recognition, SOP No. 97-2 Software Revenue Recognition EITF 00-21 Revenue Arrangements with Multiple Deliverables Inventory Costs,
  Note 2 
    EARNINGS
    PER SHARE   42




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended June 302008


2007


2006Numerator:Net income

$
52,800


$
45,322


$
35,693Denominator:Shares used to compute net income per common share 
    basic


18,506



19,136



20,013Effect of dilutive stock options


566



479



514Shares used to compute net income per common share 
    diluted


19,072



19,615



20,527Basic earnings per share

$
2.85


$
2.37


$
1.78Diluted earnings per share

$
2.77


$
2.31


$
1.74     Note 3 
    SHORT-TERM
    INVESTMENTS  GrossCost


Unrealized Losses


Fair Value(In thousands)June 30, 2008Certificate of deposit

$
77


$



$
77June 30, 2007Corporate debt securities(1)

$
127


$
(3
)

$
124     (1)
    
    These investments have been in a loss position for greater than
    12 months.    Note 4 
    INVENTORIES    2008


2007(In thousands)Finished goods

$
19,236


$
16,535Work in process


1,449



1,329Raw materials and subassemblies


10,942



10,762$
31,627


$
28,626  43




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 5 
    PROPERTY,
    PLANT AND EQUIPMENT, NET    2008


2007(In thousands)Land

$
24,911


$
23,246Buildings and improvements


46,019



40,409Machinery, equipment and tooling


36,825



29,147Furniture and fixtures


10,898



9,980Construction-in-progress


2,330



134120,983



102,916Accumulated depreciation and amortization


(48,648
)


(40,550
)Property, plant and equipment, net

$
72,335


$
62,366   Note 6 
    GOODWILL
    AND INTANGIBLE ASSETS      Balance as of June 30, 2006

$
24,982Translation adjustments


461Balance as of June 30, 2007

$
25,443Translation adjustments


1,227Balance as of June 30, 2008

$
26,670   Goodwill and Other Intangible Assets
    As of June 30, 2008


As of June 30, 2007Carrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


NetPatents and trademarks

$
5,958


$
(1,376
)

$
4,582


$
5,958


$
(779
)

$
5,179Developed technology


10,825



(10,825
)






10,013



(9,805
)


208Customer relationships


2,761



(880
)


1,881



2,205



(637
)


1,568Total

$
19,544


$
(13,081
)

$
6,463


$
18,176


$
(11,221
)

$
6,955      44




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      RemainingAmortizationYear Ending June 30,

Expense2009

$
9352010


8882011


8862012


8862013


506Thereafter


2,362Total

$
6,463   Note 7 
    FINANCING
    ARRANGEMENTS        Note 8 
    WARRANTY      ChargedBalance





(Credited)





BalanceBeginning of





to Other





End ofYear


Additions


Accounts(1)


Deductions(2)


Year(In thousands)Accrued product warranty:June 30, 2008

$
2,875


$
5,954


$
296


$
(5,681
)

$
3,444June 30, 2007


3,493



2,669



100



(3,387
)


2,875June 30, 2006


3,514



3,810



134



(3,965
)


3,493  45




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Effects of exchange rate changes.(2)
    
    Product warranty costs.  Note 9 
    ACCRUED
    LIABILITIES    2008


2007(In thousands)Accrued payroll and related expenses

$
21,037


$
18,469Other accrued liabilities


11,174



11,860$
32,211


$
30,329   Note 10 
    STOCK
    OPTION AND PURCHASE PLANS  Stock Option Plans.
      As of June 30,2008


2007


2006Wtd. Avg.





Wtd. Avg.





Wtd. Avg.Exercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOptions outstanding, beginning of year


1,694,471


$
41.91



1,736,593


$
37.43



2,261,642


$
32.65Granted


347,750



72.81



346,250



53.58



356,650



48.23Exercised


(180,073
)


40.41



(367,479
)


32.29



(831,347
)


28.63Canceled


(69,440
)


63.77



(20,893
)


48.61



(50,352
)


44.21Options outstanding, end of year


1,792,708


$
47.20



1,694,471


$
41.91



1,736,593


$
37.43Options vested and expected to vest


1,778,930


$
47.07



1,664,063


$
41.74



1,703,277


$
37.24Options exercisable at year end


1,180,159


$
39.20



1,036,706


$
36.13



1,052,726


$
32.17Weighted average fair value of options granted during the year





$
23.88






$
18.38






$
19.38    46




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##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      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 - 32.25


428,153



3.00


$
27.64



428,153






$
27,6434.88 - 39.47


250,701



4.98



39.37



250,701







39.3741.03 - 47.19


208,641



5.74



46.25



194,232







46.1848.05 - 49.93


279,188



7.11



48.23



176,255







48.1753.38 - 70.32


333,775



8.12



55.33



130,818







54.2872.56 - 87.03


292,250



9.11



73.01











$23.98 - 87.03


1,792,708



6.19


$
47.20



1,180,159



5.03


$
39.20         Year Ended June 30,2008


2007


2006Volatility for options


28 - 29
%


29
%


40
%Volatility for employee stock purchase plan


21 - 31
%


23 - 26
%


30
%Risk-free interest rate for options


2.91 - 4.60
%


4.50 - 4.88
%


4 - 4.5
%Risk-free interest rate for employee stock purchase plan


2.13 - 4.80
%


4.98
%


3.6 - 4.4
%Expected life of options


4.72 years



4.70 years



4.75 yearsExpected life of employee stock purchase plan


6 months



6 months



6 monthsExpected dividend

$
0.00


$
0.00


$
0.00     Determining
    Fair Value
  Black-Scholes-Merton
   47




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Employee Stock Purchase Plan.
  Note 11 
    EMPLOYEE
    401(K) PLAN    Note 12 
    TAXES ON
    INCOME    Year Ended June 302008


2007


2006(In thousands)Current:Federal

$
17,433


$
10,488


$
10,599State


(1,481
)


1,770



1,221Foreign


10,590



13,166



10,082Total current


26,542



25,424



21,902Deferred:Federal


105



1,474



(32
)State


122



(78
)


81Foreign


(1,171
)


(852
)


869Total deferred


(944
)


544



918$
25,598


$
25,968


$
22,820  48




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended June 302008


2007


2006(In thousands)Domestic

$
57,830


$
55,126


$
47,012Foreign


20,568



16,164



11,501$
78,398


$
71,290


$
58,513     Year Ended June 302008


2007(In thousands)Current deferred tax assets:Accounting accruals deductible in different periods for tax
    purposes

$
10,868


$
8,690State income tax


88



448Other


578



264Total current deferred tax assets


11,534



9,402Non-current deferred tax assets:Difference in tax basis from acquisition


980



919Non-current deferred tax liabilities:Accelerated depreciation


(826
)


(1,084
)Excess tax basis from acquisition


(980
)


(919
)Book/tax amortization of intangibles


(2,301
)


(420
)Accumulated translation adjustment


(6,777
)


(3,094
)Other






38Total deferred tax liabilities


(10,884
)


(5,479
)Net deferred tax assets

$
1,630


$
4,842     Year Ended June 302008


2007


2006Statutory Federal income tax rate


35.0
%


35.0
%


35.0
%State income taxes, net of Federal income tax effect


(1.3
)


1.6



1.5Extraterritorial income exclusion/Manufacturing deduction


(1.4
)


(1.1
)


(2.2
)Taxes on foreign income


1.0



1.8



4.3Other


(0.7
)


(0.9
)


0.432.6
%


36.4
%


39.0
%      49




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Balance, July 1, 2007

$
14,355,733Additions for tax positions of the current year


3,104,479Decrease from Expiration of Statute of Limitation


(3,228,392
)Balance, June 30, 2008

$
14,231,820       Note 13 
    COMMITMENTS
    AND OTHER CONTINGENCIES     50




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##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 14 
    BUSINESS
    SEGMENT INFORMATION        Year Ended June 302008


2007


2006(In thousands)Products

$
329,485


$
286,767


$
254,054Installation and training services


10,433



9,365



8,945Maintenance


37,620



31,152



28,301$
377,538


$
327,284


$
291,300  51




---



##### Table of Contents



DIONEX
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended June 302008


2007


2006(In thousands)Net sales to unaffiliated customers:United States

$
96,250


$
85,419


$
80,860Europe, excluding Germany


116,482



106,781



91,795Japan


34,996



32,642



30,428Germany


40,836



37,683



32,145Other International


88,974



64,759



56,072Consolidated net sales

$
377,538


$
327,284


$
291,300At June 30Long-lived assets:United States

$
53,798


$
51,728


$
45,170Europe, excluding Germany


8,734



9,022



9,170Japan


10,070



8,738



9,420Germany


36,536



30,251



27,420Other International


1,945



1,256



1,792Consolidated long-lived assets

$
111,083


$
100,995


$
92,972     Note 15 
    QUARTERLY
    RESULTS OF OPERATIONS (unaudited)    QuarterFirst


Second


Third


Fourth(In thousands, except per share amounts)Fiscal 2008:Net sales

$
82,423


$
98,038


$
98,356


$
98,721Gross profit


53,727



66,206



64,525



66,324Net income


10,150



14,829



13,595



14,226Basic earnings per share


0.54



0.80



0.74



0.78Diluted earnings per share


0.53



0.77



0.72



0.76Fiscal 2007:Net sales

$
72,857


$
83,519


$
84,954


$
85,954Gross profit


47,898



55,864



55,782



58,725Net income


8,671



13,267



11,497



11,887Basic earnings per share


0.45



0.69



0.60



0.63Diluted earnings per share


0.44



0.68



0.59



0.61  52




---



##### 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
  Rules 13a-15(e) 15d-15(e)).
  Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f))
    Changes
    in Internal Control over Financial Reporting
    Item 9B.
    OTHER
    INFORMATION   53




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Internal Control  Integrated Framework
        Internal Control  Integrated Framework
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109)
  
    54




---



##### Table of Contents



PART III  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  IDENTIFICATION
    OF DIRECTORS AND EXECUTIVE OFFICERS
  Form 10-K
  CORPORATE
    GOVERNANCE
  Form 10-K
  CODE OF
    ETHICS
  Form 10-K
  Item 11.
    EXECUTIVE
    COMPENSATION  Form 10-K
  Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K
  Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K
  Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Form 10-K Pre-Approval
 PART IV  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)
    (1) Financial Statements  See Index to Financial
    Statements at page 31 of this Report.     55




---



##### Table of Contents



SIGNATURES      By
    /s/  Lukas
    Braunschweiler           Signature

Title

Date/s/  Lukas
    BraunschweilerLukas
    Braunschweiler

President, Chief Executive Officer, and Director (Principal
    Executive Officer)

August 29, 2008/s/  Craig
    A. McCollamCraig
    A. McCollam

Senior Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

August 29, 2008/s/  A.
    Blaine BowmanA.
    Blaine Bowman

Director

August 29, 2008/s/  David
    L. AndersonDavid
    L. Anderson

Director

August 29, 2008/s/  Roderick
    McGearyRoderick
    McGeary

Director

August 29, 2008/s/  Riccardo
    PigliucciRiccardo
    Pigliucci

Lead Director

August 29, 2008/s/  Michael
    W. PopeMichael
    W. Pope

Director

August 29, 2008  56




---



##### 



INDEX TO
    FINANCIAL STATEMENT SCHEDULES
   
 PageFINANCIAL STATEMENT SCHEDULEReport of Independent Registered Public
    Accounting Firm


58Schedule II  Valuation and
    Qualifying Accounts and Reserves


59     57




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109) Form 10-K
  
    58




---



##### Table of Contents



SCHEDULE II  DIONEX
    CORPORATION
  VALUATION
    AND QUALIFYING ACCOUNTS AND RESERVES
 YEAR
    ENDED JUNE 30, 2008, 2007 AND 2006
  ChargedBalance





(Credited)





BalanceBeginning of





to Other





End ofYear


Additions


Accounts(1)


Deductions(2)


Year(In thousands)YEAR ENDED JUNE 30, 2008:

$
610


$
(95
)

$
120


$
(111
)

$
524Allowance for doubtful accountsYEAR ENDED JUNE 30, 2007:

$
674


$



$
41


$
(105
)

$
610Allowance for doubtful accountsYEAR ENDED JUNE 30, 2006:

$
953


$



$
37


$
(316
)

$
674Allowance for doubtful accounts     (1)
    
    Effects of exchange rate changes(2)
    
    Accounts written off, net of recoveries 59




---



##### 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)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)


(9)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)


(4)10
.4

Dionex Corporation 2004 Equity Incentive Plan, as amended
    October 2006 (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. employees10
.10

Form of Stock Unit Award Agreement for International employees10
.11

Employee Stock Participation Plan (Exhibit 10.13)


(5)10
.12

Second amendment to Credit Agreement dated November 13,
    2000 between Wells Fargo Bank and Dionex Corporation
    (Exhibit 10.1)


(6)10
.13

Change in Control Severance Benefit Plan as amended
    August 6, 200810
.14

Third amendment to Credit Agreement dated December 1, 2006
    between Wells Fargo Bank and Dionex Corporation
    (Exhibit 10.8)


(7)10
.15

Amended Executive Employment Agreement for Lukas Braunschweiler
    dated January 30, 2008 (Exhibit 10.13)


(11)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 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. 60




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##### Table of Contents



(4)
    
    Incorporated by reference to the indicated Exhibit in our Annual
    Report on
    Form 10-K
    filed September 24, 2003.(5)
    
    Incorporated by reference to the indicated exhibit in our Annual
    Report on
    Form 10-K
    filed September 10, 2004.(6)
    
    Incorporated by reference to the indicated exhibit in our
    current Report on
    Form 8-K
    filed December 22, 2004.(7)
    
    Incorporated by reference to the indicated exhibit in our
    Quarterly Report on
    Form 10-Q
    filed February 9, 2007.(8)
    
    Incorporated by reference to the indicated exhibit in our
    Form 10-K
    filed August 28, 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. 61