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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, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-11250
 DIONEX CORPORATION
 (Exact name of registrant as specified in its charter)
 Delaware
    
    94-2647429(State or other jurisdiction of
    
    (I.R.S. EmployerIncorporation or organization)
    
    Identification No.)
 1228 Titan Way,Sunnyvale, California
    
    94085(Address of principal executive offices)
    
    (Zip Code)
 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)
 o þ




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##### 



TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    12Item 1B. Unresolved Staff Comments
    
    
    15Item 2. Properties
    
    
    15Item 3. Legal Proceedings
    
    
    15Item 4. Submission of Matters to a Vote of Security Holders
    
    
    15PART IIItem 5. Market for our Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    16Item 6. Selected Consolidated Financial Data
    
    
    18Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 8. Financial Statements and Supplementary Data
    
    
    29Item 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 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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




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  
  ® ®
    
   4




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High Performance Liquid Chromatography
  Analytical HPLC 
 ®
 Ultrafast HPLC
 
 Bioinert HPLC
   5




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Capillary/nano LC
   
 Basic HPLC
  HPLC Autosamplers
   Sample Preparation
 
  6




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+ +
 ®
 Detectors
  Mass Spectrometry
 
 Link ® ®  Link Link Link
 Process Instrumentation
 
 Automation Products
   7




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Chromeleon Software ®
  ®
 Consumables
  Columns
 ®
 ®
  8




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®
 ®
  Eluent Suppressors 
 ® ® ® 
  RFIC Eluent Generation Cartridges
 SERVICE AND OTHER
  CUSTOMERS, MARKETING, AND SALES
    9




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FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
  COMPETITION
      10




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PATENTS AND LICENSES
   INTERNATIONAL OPERATIONS
   MANUFACTURING AND SUPPLIERS
     11




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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.
   12




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Foreign currency fluctuations related to international operations may adversely affect our
operating results.
  Economic, political and other risks associated with international sales and operations could
adversely affect our results of operations.
  
    
    interruption to transportation flows for delivery of parts to us and finished goods to
our customers;
 
    
    changes in a specific countrys or regions economic, political or other conditions;
 
    
    trade protection measures and import or export licensing requirements;
 
    
    negative consequences from changes in tax laws;
 
    
    difficulty in staffing and managing widespread operations;
 
    
    differing labor regulations;
 
    
    differing protection of intellectual property;
 
    
    unexpected changes in regulatory requirements; and
 
    
    geopolitical turmoil, including terrorism and war.
 Credit risks associated with our customers may adversely affect our financial position or result of
operations.
  Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.
  Fluctuations in our quarterly operating results may cause our stock price to decline.
   13




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A significant portion of our cash position is maintained overseas.
  Our results of operations and financial condition will suffer if we do not introduce new products
that are attractive to our customers on a timely basis.
  The analytical instrumentation market is highly competitive, and our inability to compete
effectively in this market would adversely affect our results of operations and financial
condition.
  We may experience difficulties with obtaining components from sole- or limited-source suppliers, or
manufacturing delays, either of which could adversely affect our results of operations.
   Our executive officers and other key employees are critical to our business, they may not remain
with us in the future and finding talented replacements may be difficult.
  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;
  14




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
    
    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.
   
 Item 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 Item 2.
    
    PROPERTIES
   
 Item 3.
    
    LEGAL PROCEEDINGS
  
 Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   15




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PART II
 
 Item 5.
    
    MARKET FOR OUR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY
SECURITIES
 MARKET PRICE OF COMMON STOCK
  Fiscal 2009
    
    
    Fiscal 2008Quarter
    
    High
    
    
    Low
    
    
    High
    
    
    LowFirst
    
    $
    74.83
    
    
    $
    61.39
    
    
    $
    80.10
    
    
    $
    67.54Second
    
    $
    64.59
    
    
    $
    43.01
    
    
    $
    88.00
    
    
    $
    80.32Third
    
    $
    52.62
    
    
    $
    40.03
    
    
    $
    82.34
    
    
    $
    66.76Fourth
    
    $
    63.59
    
    
    $
    47.83
    
    
    $
    79.65
    
    
    $
    65.00
  DIVIDENDS
  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, 2009
    
    
    
    
    
    
    
    
    
    
    7,567,687
    
    
    
    
    
    
    
    1,172,905May 1   31, 2009
    
    
    185,805
    
    
    $
    56.87
    
    
    
    7,753,492
    
    
    
    177,792
    
    
    
    1,164,892June 1   30, 2009
    
    
    60,533
    
    
    $
    60.33
    
    
    
    7,814,025
    
    
    
    36,699
    
    
    
    1,141,058
 (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.  16




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PERFORMANCE GRAPH
 This Section is not soliciting material, is not deemed filed with the SEC or subject to Regulation
14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended,
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
    
    6/30/2004
    
    
    6/30/2005
    
    
    6/30/2006
    
    
    6/30/2007
    
    
    6/30/2008
    
    
    6/30/2009Dionex Corporation
    
    
    100.00
    
    
    
    79.03
    
    
    
    99.08
    
    
    
    128.68
    
    
    
    120.30
    
    
    
    110.62Analytical Instruments (SIC)
    
    
    100.00
    
    
    
    97.42
    
    
    
    108.73
    
    
    
    136.80
    
    
    
    144.01
    
    
    
    118.19S&P Composite
    
    
    100.00
    
    
    
    106.32
    
    
    
    115.50
    
    
    
    139.28
    
    
    
    121.01
    
    
    
    89.28
  17




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Item 6.
    
    SELECTED CONSOLIDATED FINANCIAL DATA
  Year Ended June 30,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(In thousands, except per share amounts)Net sales
    
    $
    385,048
    
    
    $
    377,538
    
    
    $
    327,284
    
    
    $
    291,300
    
    
    $
    279,317Cost of sales
    
    
    128,651
    
    
    
    126,756
    
    
    
    109,015
    
    
    
    99,857
    
    
    
    91,754Gross profit
    
    
    256,397
    
    
    
    250,782
    
    
    
    218,269
    
    
    
    191,443
    
    
    
    187,563Operating expenses:Selling, general and administrative
    
    
    143,171
    
    
    
    142,545
    
    
    
    123,525
    
    
    
    113,241
    
    
    
    102,539Research and product development
    
    
    28,979
    
    
    
    28,943
    
    
    
    24,737
    
    
    
    22,392
    
    
    
    20,354Total operating expenses
    
    
    172,150
    
    
    
    171,488
    
    
    
    148,262
    
    
    
    135,633
    
    
    
    122,893Operating income
    
    
    84,247
    
    
    
    79,294
    
    
    
    70,007
    
    
    
    55,810
    
    
    
    64,670Interest income
    
    
    1,300
    
    
    
    2,212
    
    
    
    1,435
    
    
    
    1,874
    
    
    
    1,276Interest expense
    
    
    (493
    )
    
    
    (878
    )
    
    
    (335
    )
    
    
    (184
    )
    
    
    (176
    )Other income (expense)
    
    
    (1,781
    )
    
    
    (2,230
    )
    
    
    183
    
    
    
    1,013
    
    
    
    801Income before taxes on income
    
    
    83,273
    
    
    
    78,398
    
    
    
    71,290
    
    
    
    58,513
    
    
    
    66,571Taxes on income
    
    
    27,818
    
    
    
    25,598
    
    
    
    25,968
    
    
    
    22,820
    
    
    
    21,081Net income
    
    $
    55,455
    
    
    $
    52,800
    
    
    $
    45,322
    
    
    $
    35,693
    
    
    $
    45,490Basic earnings per share
    
    $
    3.10
    
    
    $
    2.85
    
    
    $
    2.37
    
    
    $
    1.78
    
    
    $
    2.20Diluted earnings per share
    
    $
    3.04
    
    
    $
    2.77
    
    
    $
    2.31
    
    
    $
    1.74
    
    
    $
    2.13Shares used in computing earnings per share amounts:Basic
    
    
    17,903
    
    
    
    18,506
    
    
    
    19,136
    
    
    
    20,013
    
    
    
    20,655Diluted
    
    
    18,228
    
    
    
    19,072
    
    
    
    19,615
    
    
    
    20,527
    
    
    
    21,388
  At June 30,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(In thousands)Working capital
    
    $
    128,223
    
    
    $
    106,269
    
    
    $
    93,780
    
    
    $
    97,769
    
    
    $
    102,006Total assets
    
    
    329,984
    
    
    
    330,430
    
    
    
    272,188
    
    
    
    250,402
    
    
    
    238,153Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stockholders equity
    
    
    222,414
    
    
    
    196,749
    
    
    
    185,708
    
    
    
    185,382
    
    
    
    183,049
  18




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Cautionary Statement Regarding Forward-Looking Statements
  Overview
     19




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Results of Operations
  Year Ended June 302009
    
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    33.4
    
    
    
    33.6
    
    
    
    33.3Gross profit
    
    
    66.6
    
    
    
    66.4
    
    
    
    66.7Operating expenses:Selling, general and administrative
    
    
    37.2
    
    
    
    37.7
    
    
    
    37.7Research and product development
    
    
    7.5
    
    
    
    7.7
    
    
    
    7.6Total operating expenses
    
    
    44.7
    
    
    
    45.4
    
    
    
    45.3Operating income
    
    
    21.9
    
    
    
    21.0
    
    
    
    21.4Interest income, net
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.3Other income (expense), net
    
    
    (0.6
    )
    
    
    (0.6
    )
    
    
    0.1Income before taxes
    
    
    21.6
    
    
    
    20.8
    
    
    
    21.8Taxes on income
    
    
    7.2
    
    
    
    6.8
    
    
    
    7.9Net income
    
    
    14.4
    %
    
    
    14.0
    %
    
    
    13.8
    %
     Net Sales
   From Fiscal 2008
    
    
    From Fiscal 2007to
    
    
    toFiscal 2009
    
    
    Fiscal 2008Total:
    
    
    2
    %
    
    
    15
    %By geographic region:North America
    
    
    -6
    %
    
    
    13
    %Europe
    
    
    -3
    %
    
    
    12
    %Asia/Pacific
    
    
    17
    %
    
    
    24
    %
  20




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From Fiscal 2008
    
    
    From Fiscal 2007to
    
    
    toFiscal 2009
    
    
    Fiscal 2008Total:
    
    
    5
    %
    
    
    10
    %By geographic region:North America
    
    
    -5
    %
    
    
    12
    %Europe
    
    
    2
    %
    
    
    2
    %Asia/Pacific
    
    
    18
    %
    
    
    21
    %
     Gross Margin
  Operating Expenses
 From fiscal 2008 to fiscal 2009.
  currency fluctuations
    
    
    -3
    % continued expansion efforts in the Asia/Pacific
region
    
    
    2
    %increased depreciation and infrastructure expense
    
    
    2
    %
  21




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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
    %
   Interest Income
  Interest Expense
  Other Income (Expense), Net
  Income Taxes
  Earnings per Share
   22




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Liquidity and Capital Resources
      CONTRACTUAL OBLIGATIONS
  Payments Due by PeriodLess Than
    
    
    1-3
    
    
    4-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Year
    
    
    Years
    
    
    YearsShort-Term Borrowings
    
    $
    64
    
    
    $
    64
    
    
    $
    
    
    
    $
    
    
    
    $
    Purchase Obligations
    
    
    527
    
    
    
    
    
    
    
    527
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    14,075
    
    
    
    5,455
    
    
    
    4,665
    
    
    
    1,484
    
    
    
    2,471Total
    
    $
    14,666
    
    
    $
    5,519
    
    
    $
    5,192
    
    
    $
    1,484
    
    
    $
    2,471
 EFFECT OF NEW ACCOUNTING STANDARDS
 Fair Value Measurements Effective Date of FASB
Statement No. 157 ,
  23




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Determination of the Useful Life of
Intangible Assets Goodwill and Other Intangible Assets
 Disclosures about Derivative Instruments and Hedging
Activities
 Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Recognition
and Presentation of Other-Than-Temporary Impairments
 Interim Disclosures about Fair Value of
Financial Instruments Interim Financial Reporting
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies Accounting for Contingencies Reasonable Estimation of the
Amount of a Loss
 Subsequent Events
  24




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 Summary.
  Revenue Recognition Policy.
 Revenue Recognition Software Revenue Recognition
 Accounting for
Separately Priced Extended
  Product Warranty.
  25




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Loss Provisions on Accounts Receivable and Inventory.
  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,
  26




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Stock-Based Compensation. Share-Based Payment
 
 Item 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Foreign Currency Exchange.
   27




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Interest and Investment Income.
 Debt and Interest Expense.
  28




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##### 



Item 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 PageFINANCIAL STATEMENTSReport of Independent Registered Public Accounting Firm
    
    
    30Consolidated Balance Sheets at June 30, 2009 and 2008
    
    
    31Consolidated Statements of Income for the years ended June 30, 2009, 2008 and 2007
    
    
    32Consolidated Statements of Stockholders Equity and Comprehensive Income for the
years ended June 30, 2009, 2008 and 2007
    
    
    33Consolidated Statements of Cash Flows for the years ended June 30, 2009, 2008 and 2007
    
    
    34Notes to Consolidated Financial Statements
    
    
    35
   29




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Accounting
for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
 Internal ControlIntegrated Framework
  
  30




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DIONEX CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share amounts)
 AT JUNE 30
 2009
    
    
    2008ASSETSCurrent assets:Cash and equivalents
    
    $
    69,684
    
    
    $
    75,624Short-term investments
    
    
    641
    
    
    
    77Accounts receivable (net of allowance for doubtful accounts of $560 in 2009 and $524 in
2008)
    
    
    70,535
    
    
    
    74,436Inventories
    
    
    31,274
    
    
    
    31,627Deferred taxes
    
    
    12,171
    
    
    
    11,534Prepaid expenses and other current assets
    
    
    21,917
    
    
    
    13,742Total current assets
    
    
    206,222
    
    
    
    207,040Property, plant and equipment, net
    
    
    71,927
    
    
    
    72,335Goodwill
    
    
    29,354
    
    
    
    26,670Intangible assets, net
    
    
    8,506
    
    
    
    6,463Other assets
    
    
    13,975
    
    
    
    17,922$
    329,984
    
    
    $
    330,430LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    64
    
    
    $
    21,805Accounts payable
    
    
    16,545
    
    
    
    16,086Accrued liabilities
    
    
    31,222
    
    
    
    32,211Deferred revenues
    
    
    22,559
    
    
    
    21,352Income taxes payable
    
    
    4,581
    
    
    
    5,873Accrued product warranty
    
    
    3,028
    
    
    
    3,444Total current liabilities
    
    
    77,999
    
    
    
    100,771Deferred and other income taxes payable
    
    
    24,348
    
    
    
    27,013Other long-term liabilities
    
    
    5,223
    
    
    
    5,897Commitments 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: 17,759,690 in 2009 and 18,130,713 in 2008)
    
    
    186,649
    
    
    
    170,045Retained earnings
    
    
    21,459
    
    
    
    2,582Accumulated other comprehensive income
    
    
    14,306
    
    
    
    24,122Total stockholders equity
    
    
    222,414
    
    
    
    196,749$
    329,984
    
    
    $
    330,430
   31




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##### Table of Contents



DIONEX CORPORATION
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per share amounts)
 YEAR ENDED JUNE 30
 2009
    
    
    2008
    
    
    2007Net sales
    
    $
    385,048
    
    
    $
    377,538
    
    
    $
    327,284Cost of sales
    
    
    128,651
    
    
    
    126,756
    
    
    
    109,015Gross profit
    
    
    256,397
    
    
    
    250,782
    
    
    
    218,269Operating expenses:Selling, general and administrative
    
    
    143,171
    
    
    
    142,545
    
    
    
    123,525Research and product development
    
    
    28,979
    
    
    
    28,943
    
    
    
    24,737Total operating expenses
    
    
    172,150
    
    
    
    171,488
    
    
    
    148,262Operating income
    
    
    84,247
    
    
    
    79,294
    
    
    
    70,007Interest income
    
    
    1,300
    
    
    
    2,212
    
    
    
    1,435Interest expense
    
    
    (493
    )
    
    
    (878
    )
    
    
    (335
    )Other income (expense), net
    
    
    (1,781
    )
    
    
    (2,230
    )
    
    
    183Income before taxes
    
    
    83,273
    
    
    
    78,398
    
    
    
    71,290Taxes on income
    
    
    27,818
    
    
    
    25,598
    
    
    
    25,968Net income
    
    $
    55,455
    
    
    $
    52,800
    
    
    $
    45,322Basic earnings per share
    
    $
    3.10
    
    
    $
    2.85
    
    
    $
    2.37Diluted earnings per share
    
    $
    3.04
    
    
    $
    2.77
    
    
    $
    2.31Shares used in computing earnings per share:Basic
    
    
    17,903
    
    
    
    18,506
    
    
    
    19,136Diluted
    
    
    18,228
    
    
    
    19,072
    
    
    
    19,615
   32




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##### Table of Contents



DIONEX CORPORATION
 
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
 (In thousands, except for share amounts)
 AccumulatedOtherCommon Stock
    
    
    Retained
    
    
    Comprehensive
    
    
    
    
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Earnings
    
    
    Income
    
    
    Total
    
    
    IncomeBalance, 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
    
    
    
    196,749Comprehensive income, net of tax:Net income
    
    
    
    
    
    
    
    
    
    
    55,455
    
    
    
    
    
    
    
    55,455
    
    
    $
    55,455Foreign currency translation adjustments
(net of tax of $3,805)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,815
    )
    
    
    (9,815
    )
    
    
    (9,815
    )Unrealized loss on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    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
    
    
    $
    222,414
   33




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##### Table of Contents



DIONEX CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 YEAR ENDED JUNE 30
 2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    55,455
    
    
    $
    52,800
    
    
    $
    45,322Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    9,491
    
    
    
    8,767
    
    
    
    8,544Stock-based compensation
    
    
    6,594
    
    
    
    5,939
    
    
    
    5,125Allowance for bad debts
    
    
    135
    
    
    
    (232
    )
    
    
    (45
    )Loss on disposal of fixed assets
    
    
    363
    
    
    
    543
    
    
    
    422Tax benefit related to stock transactions
    
    
    (1,800
    )
    
    
    (1,832
    )
    
    
    (3,457
    )Deferred income taxes
    
    
    1,184
    
    
    
    (944
    )
    
    
    443Changes in assets and liabilities:Accounts receivable
    
    
    (38
    )
    
    
    (1,321
    )
    
    
    (1,129
    )Inventories
    
    
    (2,343
    )
    
    
    1,688
    
    
    
    407Prepaid expenses and other assets
    
    
    (7,322
    )
    
    
    (725
    )
    
    
    (6,332
    )Accounts payable
    
    
    432
    
    
    
    1,506
    
    
    
    2,694Deferred revenue
    
    
    2,079
    
    
    
    2,398
    
    
    
    3,594Accrued liabilities
    
    
    (663
    )
    
    
    4,709
    
    
    
    4,431Income taxes payable
    
    
    733
    
    
    
    (2,895
    )
    
    
    9,206Accrued product warranty
    
    
    (228
    )
    
    
    290
    
    
    
    (714
    )Net cash provided by operating activities
    
    
    64,072
    
    
    
    70,691
    
    
    
    68,511Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    
    
    
    
    124
    
    
    
    9,700Purchase of short term investments
    
    
    (568
    )
    
    
    (77
    )
    
    
    Purchase of marketable securities
    
    
    
    
    
    
    
    
    
    
    (2,600
    )Purchase of property, plant and equipment
    
    
    (11,379
    )
    
    
    (13,847
    )
    
    
    (9,388
    )Purchase of intangible assets
    
    
    
    
    
    
    (2,071
    )
    
    
    (1,723
    )Acquisition, net of cash acquired
    
    
    (5,976
    )
    
    
    543
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    (26
    )Net cash used for investing activities
    
    
    (17,923
    )
    
    
    (15,328
    )
    
    
    (4,037
    )Cash flows from financing activities:Net change in notes payable
    
    
    (21,746
    )
    
    
    21,506
    
    
    
    231Proceeds from issuance of common stock
    
    
    15,864
    
    
    
    9,143
    
    
    
    13,517Repayments of capital lease obligations
    
    
    
    
    
    
    (58
    )
    
    
    Tax benefit related to stock transactions
    
    
    1,800
    
    
    
    1,832
    
    
    
    3,457Repurchase of common stock
    
    
    (44,232
    )
    
    
    (70,297
    )
    
    
    (69,592
    )Net cash used for financing activities
    
    
    (48,314
    )
    
    
    (37,874
    )
    
    
    (52,387
    )Effect of exchange rate changes on cash
    
    
    (3,775
    )
    
    
    3,197
    
    
    
    (673
    )Net increase (decrease) in cash and equivalents
    
    
    (5,940
    )
    
    
    20,686
    
    
    
    11,414Cash and equivalents, beginning of year
    
    
    75,624
    
    
    
    54,938
    
    
    
    43,524Cash and cash equivalents, end of year
    
    $
    69,684
    
    
    $
    75,624
    
    
    $
    54,938Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    28,865
    
    
    $
    31,162
    
    
    $
    21,349Interest expense paid
    
    $
    451
    
    
    $
    790
    
    
    $
    162Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    $
    919
    
    
    $
    1,563
    
    
    $
    219Accrued purchase consideration
    
    $
    657
    
    
    $
    
    
    
    $
    2,000Elimination of equity interest associated with step-acquisition of business
    
    $
    760
    
    
    $
    
    
    
    $
    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
    
    
    $
    
   34




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##### 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.
 Property, Plant and Equipment.
 Purchased Technology and Goodwill.
  35




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##### Table of Contents



Valuation of Long Lived Assets.
 Revenue Recognition.
 Revenue Recognition Software Revenue Recognition
 Accounting for
Separately Priced Extended Warranty and Product Maintenance Contracts
  Product Warranty.
 Reclassifications.
 Stock-based Compensation Plans. Share-Based Payment
  36




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##### Table of Contents



Year Ended
    
    
    Year Ended
    
    
    Year EndedJune 30,
    
    
    June 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2007Cost of sales
    
    $
    794
    
    
    $
    602
    
    
    $
    393Selling, general and administrative expenses
    
    
    4,097
    
    
    
    3,847
    
    
    
    3,494Research and product development expenses
    
    
    1,703
    
    
    
    1,490
    
    
    
    1,238Tax benefit
    
    
    (2,065
    )
    
    
    (1,919
    )
    
    
    (1,542
    )Total
    
    $
    4,529
    
    
    $
    4,020
    
    
    $
    3,583
 Common Stock Repurchases.
  Translation of Foreign Currency.
 Derivative Securities. Accounting for Derivative Instruments and Hedging Activities
    37




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##### Table of Contents



Comprehensive Income.
 2009
    
    
    2008
    
    
    2007(In thousands)Foreign currency translation adjustments
    
    $
    14,307
    
    
    $
    24,118
    
    
    $
    11,075Unrealized gain/(loss) on securities available for sale, net
    
    
    (1
    )
    
    
    4
    
    
    
    1$
    14,306
    
    
    $
    24,122
    
    
    $
    11,076
 Recently Adopted Accounting Pronouncements. Fair Value
Measurements Effective Date of FASB Statement No. 157 ,
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Subsequent Events
 Recent Accounting Pronouncements Not Yet Adopted. Determination of the Useful Life of Intangible Assets Goodwill and Other
Intangible Assets
  38




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##### Table of Contents



Disclosures about Derivative Instruments and Hedging
Activities
 Business Combinations
 Recognition
and Presentation of Other-Than-Temporary Impairments
 Interim Disclosures about Fair Value of
Financial Instruments Interim Financial Reporting
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies Accounting for Contingencies Reasonable Estimation of the
Amount of a Loss
 Note 2  EARNINGS PER SHARE
   39




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##### Table of Contents



Year Ended June 302009
    
    
    2008
    
    
    2007Numerator:Net income
    
    $
    55,455
    
    
    $
    52,800
    
    
    $
    45,322Denominator:Shares used to compute net income per common share  basic
    
    
    17,903
    
    
    
    18,506
    
    
    
    19,136Effect of dilutive stock options
    
    
    325
    
    
    
    566
    
    
    
    479Shares used to compute net income per common share  diluted
    
    
    18,228
    
    
    
    19,072
    
    
    
    19,615Basic earnings per share
    
    $
    3.10
    
    
    $
    2.85
    
    
    $
    2.37Diluted earnings per share
    
    $
    3.04
    
    
    $
    2.77
    
    
    $
    2.31
  Note 3  SHORT-TERM INVESTMENTS
   GrossCost
    
    
    Unrealized Losses
    
    
    Fair Value(In thousands)June 30, 2009, Marketable securities
    
    $
    8
    
    
    $
    
    
    
    $
    8June 30, 2008, Certificate of deposit
    
    $
    77
    
    
    $
    
    
    
    $
    77
  Note 4  INVENTORIES
  2009
    
    
    2008(In thousands)Finished goods
    
    $
    19,070
    
    
    $
    19,236Work in process
    
    
    1,119
    
    
    
    1,449Raw materials and subassemblies
    
    
    11,085
    
    
    
    10,942$
    31,274
    
    
    $
    31,627
 Note 5  PROPERTY, PLANT AND EQUIPMENT, NET
  2009
    
    
    2008(In thousands)Land
    
    $
    24,533
    
    
    $
    24,911Buildings and improvements
    
    
    47,060
    
    
    
    46,019Machinery, equipment and tooling
    
    
    40,960
    
    
    
    36,825Furniture and fixtures
    
    
    10,884
    
    
    
    10,898Construction-in-progress
    
    
    2,408
    
    
    
    2,330125,845
    
    
    
    120,983Accumulated depreciation and amortization
    
    
    (53,918
    )
    
    
    (48,648
    )Property, plant and equipment, net
    
    $
    71,927
    
    
    $
    72,335
  40




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##### Table of Contents



Note 6  GOODWILL AND INTANGIBLE ASSETS
   Balance as of June 30, 2007
    
    $
    25,443Translation adjustments
    
    
    1,227Balance as of June 30, 2008
    
    
    26,670Additions
    
    
    3,974Translation adjustments
    
    
    (1,290
    )Balance as of June 30, 2009
    
    $
    29,354
   Goodwill and Other Intangible Assets
  As of June 30, 2009
    
    
    As of June 30, 2008Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    7,088
    
    
    $
    (1,978
    )
    
    $
    5,110
    
    
    $
    5,958
    
    
    $
    (1,376
    )
    
    $
    4,582Developed technology
    
    
    11,504
    
    
    
    (10,327
    )
    
    
    1,177
    
    
    
    10,825
    
    
    
    (10,825
    )
    
    
    Customer relationships
    
    
    3,391
    
    
    
    (1,172
    )
    
    
    2,219
    
    
    
    2,761
    
    
    
    (880
    )
    
    
    1,881Total
    
    $
    21,983
    
    
    $
    (13,477
    )
    
    $
    8,506
    
    
    $
    19,544
    
    
    $
    (13,081
    )
    
    $
    6,463
     41




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##### Table of Contents



RemainingAmortizationYear Ending June 30,
    
    Expense2010
    
    $
    1,2142011
    
    
    1,1982012
    
    
    1,2132013
    
    
    8562014
    
    
    635Thereafter
    
    
    2,260Total
    
    $
    7,376
 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, 2009
    
    $
    3,444
    
    
    $
    4,907
    
    
    $
    (249
    )
    
    $
    (5,074
    )
    
    $
    3,028June 30, 2008
    
    
    2,875
    
    
    
    5,954
    
    
    
    296
    
    
    
    (5,681
    )
    
    
    3,444June 30, 2007
    
    
    3,493
    
    
    
    2,669
    
    
    
    100
    
    
    
    (3,387
    )
    
    
    2,875
 
 (1)
    
    Effects of exchange rate changes.(2)
    
    Product warranty costs. Note 9  ACCRUED LIABILITIES
  2009
    
    
    2008(In thousands)Accrued payroll and related expenses
    
    $
    18,267
    
    
    $
    21,037Other accrued liabilities
    
    
    12,955
    
    
    
    11,174$
    31,222
    
    
    $
    32,211
  42




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##### Table of Contents



Note 10  STOCK OPTION AND PURCHASE PLANS
 Stock Option Plans.
    As of June 30,2009
    
    
    2008
    
    
    2007Wtd. Avg.
    
    
    
    
    
    
    Wtd. Avg.
    
    
    
    
    
    
    Wtd. Avg.Exercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOptions outstanding, beginning of year
    
    
    1,792,708
    
    
    $
    47.20
    
    
    
    1,694,471
    
    
    $
    41.91
    
    
    
    1,736,593
    
    
    $
    37.43Granted
    
    
    304,250
    
    
    
    67.10
    
    
    
    347,750
    
    
    
    72.81
    
    
    
    346,250
    
    
    
    53.58Exercised
    
    
    (376,577
    )
    
    
    36.35
    
    
    
    (180,073
    )
    
    
    40.41
    
    
    
    (367,479
    )
    
    
    32.29Canceled
    
    
    (20,741
    )
    
    
    59.35
    
    
    
    (69,440
    )
    
    
    63.77
    
    
    
    (20,893
    )
    
    
    48.61Options outstanding, end of year
    
    
    1,699,640
    
    
    $
    53.02
    
    
    
    1,792,708
    
    
    $
    47.20
    
    
    
    1,694,471
    
    
    $
    41.91Options vested and expected to vest
    
    
    1,687,578
    
    
    $
    52.93
    
    
    
    1,778,930
    
    
    $
    47.07
    
    
    
    1,664,063
    
    
    $
    41.74Options exercisable at year end
    
    
    1,105,821
    
    
    $
    46.00
    
    
    
    1,180,159
    
    
    $
    39.20
    
    
    
    1,036,706
    
    
    $
    36.13Weighted average fair value of options granted during the year
    
    
    
    
    
    $
    20.77
    
    
    
    
    
    
    $
    23.88
    
    
    
    
    
    
    $
    18.38
   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
    
    
    419,600
    
    
    
    2.61
    
    
    $
    32.58
    
    
    
    419,600
    
    
    
    
    
    
    $
    32.5841.03  48.05
    
    
    362,576
    
    
    
    5.62
    
    
    
    47.28
    
    
    
    343,244
    
    
    
    
    
    
    
    47.2648.19  53.85
    
    
    378,978
    
    
    
    7.75
    
    
    
    53.21
    
    
    
    186,270
    
    
    
    
    
    
    
    52.9354.86  72.56
    
    
    333,986
    
    
    
    7.79
    
    
    
    71.47
    
    
    
    153,957
    
    
    
    
    
    
    
    70.6574.27  74.27
    
    
    198,000
    
    
    
    9.03
    
    
    
    74.27
    
    
    
    
    
    
    
    
    
    
    
    87.03  87.03
    
    
    6,500
    
    
    
    6.44
    
    
    
    87.03
    
    
    
    2,750
    
    
    
    
    
    
    
    87.03$23.98  87.03
    
    
    1,699,640
    
    
    
    6.21
    
    
    $
    53.02
    
    
    
    1,105,821
    
    
    
    4.99
    
    
    $
    46.00
    43




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##### Table of Contents



Year Ended June 30,2009
    
    
    2008
    
    
    2007Volatility for options
    
    
    29  35
    %
    
    
    28  29
    %
    
    
    29
    %Volatility for employee stock purchase plan
    
    
    24  56
    %
    
    
    21  31
    %
    
    
    23  26
    %Risk-free interest rate for options
    
    
    1.9  3.3
    %
    
    
    2.91  4.60
    %
    
    
    4.50  4.88
    %Risk-free interest rate for employee stock purchase plan
    
    
    0.5  2.0
    %
    
    
    2.13  4.80
    %
    
    
    2.00  4.98
    %Expected life of options
    
    4.70 years
    
    4.72 years
    
    4.70 yearsExpected life of employee stock purchase plan
    
    6 months
    
    6 months
    
    6 monthsExpected dividend
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
  Determining Fair Value
      Employee Stock Purchase Plan.
 Note 11  EMPLOYEE 401(K) PLAN
   44




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##### Table of Contents



Note 12  TAXES ON INCOME
  Year Ended June 302009
    
    
    2008
    
    
    2007(In thousands)Current:Federal
    
    $
    15,420
    
    
    $
    17,433
    
    
    $
    10,488State
    
    
    1,755
    
    
    
    (1,481
    )
    
    
    1,770Foreign
    
    
    9,459
    
    
    
    10,590
    
    
    
    13,166Total current
    
    
    26,634
    
    
    
    26,542
    
    
    
    25,424Deferred:Federal
    
    
    2,734
    
    
    
    105
    
    
    
    1,474State
    
    
    (560
    )
    
    
    122
    
    
    
    (78
    )Foreign
    
    
    (990
    )
    
    
    (1,171
    )
    
    
    (852
    )Total deferred
    
    
    1,184
    
    
    
    (944
    )
    
    
    544$
    27,818
    
    
    $
    25,598
    
    
    $
    25,968
  Year Ended June 302009
    
    
    2008
    
    
    2007(In thousands)Domestic
    
    $
    58,226
    
    
    $
    57,830
    
    
    $
    55,126Foreign
    
    
    25,047
    
    
    
    20,568
    
    
    
    16,164$
    83,273
    
    
    $
    78,398
    
    
    $
    71,290
  Year Ended June 302009
    
    
    2008(In thousands)Current deferred tax assets:Accounting accruals deductible in different periods for tax purposes
    
    $
    6,192
    
    
    $
    7,239Stock-based compensation
    
    
    4,787
    
    
    
    3,629State income tax
    
    
    268
    
    
    
    88Other
    
    
    924
    
    
    
    578Total current deferred tax assets
    
    
    12,171
    
    
    
    11,534Non-current deferred tax assets:Difference in tax basis from acquisition
    
    
    
    
    
    
    980Book depreciation in excess of tax
    
    
    229
    
    
    
    Non-current deferred tax liabilities:Accelerated depreciation
    
    
    (1,676
    )
    
    
    (826
    )Excess tax basis from acquisition
    
    
    
    
    
    
    (980
    )Book/tax amortization of intangibles
    
    
    (3,450
    )
    
    
    (2,301
    )Accumulated translation adjustment
    
    
    (3,043
    )
    
    
    (6,777
    )Total deferred tax liabilities
    
    
    (8,169
    )
    
    
    (10,884
    )Net deferred tax assets
    
    $
    4,231
    
    
    $
    1,630
  45




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##### Table of Contents



Year Ended June 302009
    
    
    2008
    
    
    2007Statutory Federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of Federal income tax effect
    
    
    0.8
    
    
    
    (1.3
    )
    
    
    1.6Extraterritorial income exclusion/Manufacturing deduction
    
    
    (1.3
    )
    
    
    (1.4
    )
    
    
    (1.1
    )Taxes on foreign income
    
    
    (2.0
    )
    
    
    1.0
    
    
    
    1.8Other
    
    
    0.9
    
    
    
    (0.7
    )
    
    
    (0.9
    )33.4
    %
    
    
    32.6
    %
    
    
    36.4
    %
      Balance, July 1, 2007
    
    $
    14,356Additions for tax positions of the current year
    
    
    3,104Decrease from expiration of statute of limitation
    
    
    (3,228
    )Balance, June 30, 2008
    
    
    14,232Additions for tax positions of prior year
    
    
    1,601Additions for tax positions of the current year
    
    
    1,699Decrease from expiration of statute of limitation
    
    
    (3,451
    )Balance, June 30, 2009
    
    $
    14,081
    46




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##### Table of Contents



Note 13  COMMITMENTS AND OTHER CONTINGENCIES
      Note 14  BUSINESS SEGMENT INFORMATION
    Year Ended June 302009
    
    
    2008
    
    
    2007(In thousands)Products
    
    $
    332,965
    
    
    $
    329,485
    
    
    $
    286,767Installation and training services
    
    
    11,287
    
    
    
    10,433
    
    
    
    9,365Maintenance
    
    
    40,796
    
    
    
    37,620
    
    
    
    31,152$
    385,048
    
    
    $
    377,538
    
    
    $
    327,284
  47




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##### Table of Contents



Year Ended June 302009
    
    
    2008
    
    
    2007(In thousands)Net sales to unaffiliated customers:United States
    
    $
    110,084
    
    
    $
    96,250
    
    
    $
    85,419Europe, excluding Germany
    
    
    118,327
    
    
    
    116,482
    
    
    
    106,781China
    
    
    47,655
    
    
    
    33,452
    
    
    
    24,465Germany
    
    
    37,756
    
    
    
    40,836
    
    
    
    37,683Japan
    
    
    38,529
    
    
    
    34,996
    
    
    
    32,642Other International
    
    
    32,697
    
    
    
    55,522
    
    
    
    40,294Consolidated net sales
    
    $
    385,048
    
    
    $
    377,538
    
    
    $
    327,284At June 30Long-lived assets:United States
    
    $
    59,681
    
    
    $
    53,798
    
    
    $
    51,728Europe, excluding Germany
    
    
    10,121
    
    
    
    8,734
    
    
    
    9,022China
    
    
    567
    
    
    
    430
    
    
    
    371Germany
    
    
    30,747
    
    
    
    36,536
    
    
    
    30,251Japan
    
    
    10,796
    
    
    
    10,070
    
    
    
    8,738Other International
    
    
    746
    
    
    
    1,515
    
    
    
    885Consolidated long-lived assets
    
    $
    112,658
    
    
    $
    111,083
    
    
    $
    100,995
   Note 15  QUARTERLY RESULTS OF OPERATIONS (unaudited)
  QuarterFirst
    
    
    Second
    
    
    Third
    
    
    Fourth(In thousands, except per share amounts)Fiscal 2009:Net sales
    
    $
    93,435
    
    
    $
    103,041
    
    
    $
    94,396
    
    
    $
    94,176Gross profit
    
    
    62,711
    
    
    
    69,570
    
    
    
    64,225
    
    
    
    59,891Net income
    
    
    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
    
    
    
    0.63Fiscal 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
    
    
    
    0.76
   48




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##### Table of Contents



Note 16  FAIR VALUE MEASUREMENTS
       Fair Value Measurements at June 30, 2009Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money market
    
    $
    2,998
    
    
    $
    2,998
    
    
    $
    
    
    
    $
    Stocks
    
    
    8
    
    
    
    8
    
    
    
    
    
    
    
    Equity indexed derivatives
    
    
    633
    
    
    
    
    
    
    
    633
    
    
    
    Total
    
    $
    3,639
    
    
    $
    3,006
    
    
    $
    633
    
    
    $
    Liabilities:Foreign currency contracts
    
    $
    2,225
    
    
    $
    2,225
    
    
    $
    
    
    
    $
    
  Fair Value Measurements at June 30, 2009Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash equivalents (1)
    
    $
    2,998
    
    
    $
    2,998
    
    
    $
    
    
    
    $
    Short-term investments
    
    
    641
    
    
    
    8
    
    
    
    633
    
    
    
    Total
    
    $
    3,639
    
    
    $
    3,006
    
    
    $
    633
    
    
    $
    Liabilities:Foreign currency contracts (2)
    
    $
    2,225
    
    
    $
    2,225
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance
Sheet as of June 30, 2009.(2)
    
    Included in Accrued liabilities in the accompanying Condensed Consolidated Balance Sheet as
of June 30, 2009. Note 17  SUBSEQUENT EVENTS
   49




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##### 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




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##### 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
 (a)
    
    (1) Financial Statements  See Index to Financial Statements at page 29 of this Report.
 (2) Financial Statement Schedule  See Index to Financial Statement Schedules at pages 54 of
this Report.
 (3) Exhibits  See Exhibit Index at page 57 through 58 of this Report.
  52




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##### Table of Contents



SIGNATURES
  DIONEX CORPORATIONBy:
    /s/  Frank WitneyFrank WitneyPresident, Chief Executive Officer and DirectorDate: August 28, 2009   Signature
    
    Title
    
    Date/s/ Frank Witney

Frank Witney
    
    President, Chief Executive Officer, and
Director(Principal Executive Officer)
    
    August 28, 2009/s/ Craig A. McCollam

Craig A. McCollam
    
    Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
    
    August 28, 2009/s/ A. Blaine Bowman

A. Blaine Bowman
    
    Director
    
    August 28, 2009/s/ David L. Anderson

David L. Anderson
    
    Director
    
    August 28, 2009/s/ Roderick McGeary

Roderick McGeary
    
    Director
    
    August 28, 2009/s/ Riccardo Pigliucci

Riccardo Pigliucci
    
    Lead Director
    
    August 28, 2009/s/ Michael W. Pope

Michael W. Pope
    
    Director
    
    August 28, 2009
  53




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##### 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




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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
  
  55




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##### Table of Contents



SCHEDULE II
 DIONEX CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEAR ENDED JUNE 30, 2009, 2008 AND 2007
 ChargedBalance
    
    
    
    
    
    
    (Credited)
    
    
    
    
    
    
    BalanceBeginning of
    
    
    
    
    
    
    to Other
    
    
    
    
    
    
    End ofYear
    
    
    Additions
    
    
    Accounts(1)
    
    
    Deductions(2)
    
    
    Year(In thousands)YEAR ENDED JUNE 30, 2009:
    
    $
    524
    
    
    $
    163
    
    
    $
    (102
    )
    
    $
    (25
    )
    
    $
    560Allowance for doubtful accountsYEAR ENDED JUNE 30, 2008:
    
    $
    610
    
    
    $
    (95
    )
    
    $
    120
    
    
    $
    (111
    )
    
    $
    524Allowance for doubtful accountsYEAR ENDED JUNE 30, 2007:
    
    $
    674
    
    
    $
    
    
    
    $
    41
    
    
    $
    (105
    )
    
    $
    610Allowance for doubtful accounts
 
 (1)
    
    Effects of exchange rate
changes.(2)
    
    Accounts written off, net of
recoveries.  56




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##### 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 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. 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
    
    
    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, 2008
    
    
    (2
    )10.14
    
    
    Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex
Corporation (Exhibit 10.8)
    
    
    (7
    )10.15
    *
    
    Form of Indemnification Agreement (Exhibit 10.1)
    
    
    (13
    )10.16
    
    
    Management Incentive
Bonus Plan dated August 6, 2009 (Exhibit 99.1)
    
    
    (14
    )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
  57




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##### Table of Contents



(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 10-K filed August 29,
2008.(3)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 14, 2001.(4)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed September 24, 2003.(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 10-Q filed February 9, 2007.(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.*
    
    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