##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 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
  Delaware
    
    94-2647429(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1228 Titan Way, Sunnyvale, California
    
    94085(Address of principal executive offices)
    
    (Zip Code)
 
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    17,678,505




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##### 



Page (s)PART I. FINANCIAL INFORMATIONITEM 1. Financial Statements
    
    3Condensed Consolidated Balance Sheets as of December 31, 2009 and June 30, 2009
    
    3Condensed Consolidated Statements of Income for the Three and Six Months Ended December 31, 2009 and 2008
    
    4Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2009 and 2008
    
    6Notes to Condensed Consolidated Financial Statements
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    17ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    20ITEM 4. Controls and Procedures
    
    21PART II. OTHER INFORMATIONITEM 1A. Risk Factors
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    25ITEM 4. Submission of Matters to a Vote of Security Holders
    
    26ITEM 6. Exhibits
    
    27SIGNATURES
    
    28Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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December 31,
    
    
    June 30,2009
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    81,386
    
    
    $
    69,684Short-term investments
    
    
    467
    
    
    
    641Accounts receivable (net of allowance for doubtful accounts of $596 at December 31, 2009 and
$560 at June 30, 2009)
    
    
    86,000
    
    
    
    70,535Inventories
    
    
    38,990
    
    
    
    31,274Deferred taxes
    
    
    11,356
    
    
    
    12,171Prepaid expenses and other current assets
    
    
    19,890
    
    
    
    21,917Total current assets
    
    
    238,089
    
    
    
    206,222Property, plant and equipment, net
    
    
    78,620
    
    
    
    71,927Goodwill
    
    
    36,192
    
    
    
    29,354Intangible assets, net
    
    
    14,962
    
    
    
    8,506Other assets
    
    
    13,038
    
    
    
    13,975$
    380,901
    
    
    $
    329,984LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    13,616
    
    
    $
    64Accounts payable
    
    
    17,726
    
    
    
    16,545Accrued liabilities
    
    
    35,218
    
    
    
    31,222Deferred revenue
    
    
    28,719
    
    
    
    22,559Income taxes payable
    
    
    8,492
    
    
    
    4,581Accrued product warranty
    
    
    2,764
    
    
    
    3,028Total current liabilities
    
    
    106,535
    
    
    
    77,999Deferred and other income taxes payable
    
    
    23,230
    
    
    
    24,348Other long-term liabilities
    
    
    6,386
    
    
    
    3,707Commitments and other contingencies (Note 13)Stockholders equity:Dionex Corporation stockholders equityPreferred stock (par value $.001 per share; 1,000,000 shares authorized; none outstanding)
    
    
    
    
    
    
    Common stock (par value $.001 per share; 80,000,000 shares authorized; issued and outstanding:
17,638,964 shares at December 31, 2009 and 17,759,690 shares at June 30, 2009)
    
    
    196,779
    
    
    
    186,649Retained earnings
    
    
    31,440
    
    
    
    21,459Accumulated other comprehensive income
    
    
    15,095
    
    
    
    14,306Total Dionex Corporation stockholders equity
    
    
    243,314
    
    
    
    222,414Noncontrolling interests
    
    
    1,436
    
    
    
    1,516Total stockholders equity
    
    
    244,750
    
    
    
    223,930$
    380,901
    
    
    $
    329,984
   3




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Three Months EndedDecember 31,2009
    
    
    2008Net sales
    
    $
    109,164
    
    
    $
    103,041Cost of sales
    
    
    36,975
    
    
    
    33,471Gross profit
    
    
    72,189
    
    
    
    69,570Operating expenses:Selling, general and administrative
    
    
    40,503
    
    
    
    36,206Research and product development
    
    
    7,654
    
    
    
    7,451Total operating expenses
    
    
    48,157
    
    
    
    43,657Operating income
    
    
    24,032
    
    
    
    25,913Interest income
    
    
    32
    
    
    
    426Interest expense
    
    
    (36
    )
    
    
    (160
    )Other income (expense), net
    
    
    (494
    )
    
    
    123Income before taxes
    
    
    23,534
    
    
    
    26,302Taxes on income
    
    
    6,614
    
    
    
    9,176Net income
    
    
    16,920
    
    
    
    17,126Less: Net income attributable to noncontrolling interests
    
    
    338
    
    
    
    100Net income attributable to Dionex Corporation
    
    $
    16,582
    
    
    $
    17,026Basic earnings per share attributable to Dionex Corporation
    
    $
    0.94
    
    
    $
    0.95Diluted earnings per share attributable to Dionex Corporation
    
    $
    0.92
    
    
    $
    0.93Shares used in computing per share amounts:Basic
    
    
    17,654
    
    
    
    17,912Diluted
    
    
    18,025
    
    
    
    18,217
   4




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Six Months EndedDecember 31,2009
    
    
    2008Net sales
    
    $
    199,828
    
    
    $
    196,476Cost of sales
    
    
    68,015
    
    
    
    64,195Gross profit
    
    
    131,813
    
    
    
    132,281Operating expenses:Selling, general and administrative
    
    
    76,487
    
    
    
    72,403Research and product development
    
    
    14,825
    
    
    
    14,480Total operating expenses
    
    
    91,312
    
    
    
    86,883Operating income
    
    
    40,501
    
    
    
    45,398Interest income
    
    
    115
    
    
    
    828Interest expense
    
    
    (72
    )
    
    
    (377
    )Other expense, net
    
    
    (454
    )
    
    
    (280
    )Income before taxes
    
    
    40,090
    
    
    
    45,569Taxes on income
    
    
    12,583
    
    
    
    16,417Net income
    
    
    27,507
    
    
    
    29,152Less: Net income attributable to noncontrolling interests
    
    
    588
    
    
    
    310Net income attributable to Dionex Corporation
    
    $
    26,919
    
    
    $
    28,842Basic earnings per share
    
    $
    1.52
    
    
    $
    1.60Diluted earnings per share
    
    $
    1.49
    
    
    $
    1.57Shares used in computing per share amounts:Basic
    
    
    17,678
    
    
    
    17,990Diluted
    
    
    18,032
    
    
    
    18,382
   5




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Six Months EndedDecember 31,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    27,507
    
    
    $
    29,152Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    5,787
    
    
    
    4,504Stock-based compensation
    
    
    3,275
    
    
    
    3,206Provision for bad debts
    
    
    16
    
    
    
    92Unrealized gain on securities
    
    
    
    
    
    
    (2
    )Loss on disposal of fixed assets
    
    
    207
    
    
    
    133Tax benefit related to stock transactions
    
    
    (992
    )
    
    
    (159
    )Deferred income taxes
    
    
    5
    
    
    
    (355
    )Changes in assets and liabilities, net of acquired assets and assumed liabilities:Accounts receivable
    
    
    (14,198
    )
    
    
    (2,575
    )Inventories
    
    
    (3,651
    )
    
    
    (2,795
    )Prepaid expenses and other assets
    
    
    55
    
    
    
    1,615Prepaid income taxes
    
    
    2,616
    
    
    
    (535
    )Accounts payable
    
    
    1,463
    
    
    
    731Accrued liabilities
    
    
    5,388
    
    
    
    1,476Deferred revenue
    
    
    5,735
    
    
    
    711Income taxes payable
    
    
    4,742
    
    
    
    (2,851
    )Accrued product warranty
    
    
    (361
    )
    
    
    (224
    )Net cash provided by operating activities
    
    
    37,594
    
    
    
    32,124Cash flows from investing activities:Purchase of marketable securities
    
    
    
    
    
    
    (499
    )Proceeds from sale of marketable securities
    
    
    233
    
    
    
    Purchase of property, plant and equipment
    
    
    (6,880
    )
    
    
    (6,938
    )Purchase of business
    
    
    (21,100
    )
    
    
    (5,976
    )Net cash used for investing activities
    
    
    (27,747
    )
    
    
    (13,413
    )Cash flows from financing activities:Net change in short-term borrowings
    
    
    13,553
    
    
    
    (293
    )Proceeds from issuance of common stock
    
    
    9,514
    
    
    
    1,951Tax benefit related to stock transactions
    
    
    992
    
    
    
    159Repurchase of common stock
    
    
    (22,024
    )
    
    
    (19,269
    )Dividends paid to noncontrolling interests
    
    
    (453
    )
    
    
    Net cash provided by (used for) financing activities
    
    
    1,582
    
    
    
    (17,452
    )Effect of exchange rate changes on cash
    
    
    273
    
    
    
    (5,488
    )Net increase (decrease) in cash and cash equivalents
    
    
    11,702
    
    
    
    (4,229
    )Cash and cash equivalents, beginning of period
    
    
    69,684
    
    
    
    75,624Cash and cash equivalents, end of period
    
    $
    81,386
    
    
    $
    71,395Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    8,179
    
    
    $
    18,219Interest expense paid
    
    
    58
    
    
    
    351Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    
    665
    
    
    
    840Accrued consideration of business purchase
    
    
    
    
    
    
    657Elimination of equity interest associated with step-acquisition of business
    
    
    
    
    
    
    760
   6




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8




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WeightedAverageWeighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Exercise
    
    
    Term
    
    
    ValueOutstanding
    
    
    Price
    
    
    (Years)
    
    
    (in 000s )Balance at June 30, 2009
    
    
    1,699,640
    
    
    $
    53.02Options granted
    
    
    181,165
    
    
    $
    64.71Options exercised
    
    
    (198,956
    )
    
    $
    42.49Options forfeited/canceled/expired
    
    
    (41,874
    )
    
    $
    70.15Balance at December 31, 2009
    
    
    1,639,975
    
    
    $
    55.16
    
    
    
    6.29
    
    
    $
    30,846Options vested and expected to vest at December 31, 2009
    
    
    1,626,171
    
    
    $
    55.08
    
    
    
    6.26
    
    
    $
    30,712Exercisable at December 31, 2009
    
    
    1,057,729
    
    
    $
    49.39
    
    
    
    4.95
    
    
    $
    25,960
      Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Cost of sales
    
    $
    221
    
    
    $
    174
    
    
    $
    379
    
    
    $
    359Selling, general and administrative expenses
    
    
    1,124
    
    
    
    1,111
    
    
    
    2,165
    
    
    
    1,975Research and development expenses
    
    
    352
    
    
    
    436
    
    
    
    731
    
    
    
    872Total stock-based compensation expenses
    
    
    1,697
    
    
    
    1,721
    
    
    
    3,275
    
    
    
    3,206Tax effect on stock-based compensation
    
    
    (584
    )
    
    
    (622
    )
    
    
    (1,090
    )
    
    
    (1,109
    )Net effect on net income
    
    $
    1,113
    
    
    $
    1,099
    
    
    $
    2,185
    
    
    $
    2,097
  9




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Six Months EndedDecember 31,2009
    
    
    2008Volatility for Equity Incentive Plan
    
    34%
    
    
    29%  31%Volatility for ESPP
    
    36%
    
    

    24%Risk-free interest rate for Equity Incentive Plan
    
    2.5%
    
    
    2.7%  3.3%Risk-free interest rate for ESPP
    

    0.3
    
    
    2.0%Expected life of Equity Incentive Plan
    
    4.70 years
    
    
    4.70 yearsExpected life of ESPP
    
    6 months
    
    
    6 monthsExpected dividend
    
    $0.00
    
    
    $0.00
           December 31,
    
    
    June 30,2009
    
    
    2009Finished goods
    
    $
    25,041
    
    
    $
    19,070Work in process
    
    
    1,994
    
    
    
    1,119Raw materials
    
    
    11,955
    
    
    
    11,085$
    38,990
    
    
    $
    31,274
  10




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December 31,
    
    
    June 30,2009
    
    
    2009Land
    
    $
    25,801
    
    
    $
    24,533Buildings and improvements
    
    
    49,350
    
    
    
    47,060Machinery, equipment and tooling
    
    
    49,091
    
    
    
    40,960Furniture and fixtures
    
    
    11,198
    
    
    
    10,884Construction-in-progress
    
    
    151
    
    
    
    2,408135,591
    
    
    
    125,845Accumulated depreciation and amortization
    
    
    (56,971
    )
    
    
    (53,918
    )Property, plant and equipment, net
    
    $
    78,620
    
    
    $
    71,927
    GrossUnrealized
    
    
    FairCost
    
    
    Losses
    
    
    ValueDecember 31, 2009, Certificates of deposit
    
    $
    8
    
    
    $
    
    
    
    $
    8June 30, 2009, Certificates of deposit
    
    $
    8
    
    
    $
    
    
    
    $
    8
   Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income, as reported
    
    $
    16,582
    
    
    $
    17,026
    
    
    $
    26,918
    
    
    $
    28,842Foreign currency translation adjustments, net of taxes
    
    
    (2,095
    )
    
    
    387
    
    
    
    2,767
    
    
    
    (9,813
    )Unrealized gain (loss) on net investment hedge
    
    
    359
    
    
    
    (1,799
    )
    
    
    (542
    )
    
    
    (1,909
    )Unrealized gain on securities available for sale, net of taxes
    
    
    
    
    
    
    (2
    )
    
    
    1
    
    
    
    (2
    )Comprehensive income
    
    $
    14,846
    
    
    $
    15,612
    
    
    $
    29,144
    
    
    $
    17,118Comprehensive income attributable to noncontrolling interests
    
    
    338
    
    
    
    100
    
    
    
    588
    
    
    
    310Dividend attributable to noncontrolling interests
    
    
    (349
    )
    
    
    
    
    
    
    (668
    )
    
    
    (459
    )Comprehensive income attributable to Dionex Corporation
    
    $
    14,835
    
    
    $
    15,712
    
    
    $
    29,064
    
    
    $
    16,969
    11




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Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Net income
    
    $
    16,582
    
    
    $
    17,026
    
    
    $
    26,919
    
    
    $
    28,842Denominator:Weighted average shares used to
compute net income per common
share  basic
    
    
    17,654
    
    
    
    17,912
    
    
    
    17,678
    
    
    
    17,990Effect of dilutive stock options
    
    
    371
    
    
    
    305
    
    
    
    354
    
    
    
    392Weighted average shares used to
compute net income per common
share  diluted
    
    
    18,025
    
    
    
    18,217
    
    
    
    18,032
    
    
    
    18,382Basic earnings per share
    
    $
    0.94
    
    
    $
    0.95
    
    
    $
    1.52
    
    
    $
    1.60Diluted earnings per share
    
    $
    0.92
    
    
    $
    0.93
    
    
    $
    1.49
    
    
    $
    1.57
     Accounts receivable and prepaid assets
    
    $
    110Inventory
    
    
    3,190Other assets
    
    
    26Property, plant, equipment
    
    
    3,986Identifiable intangible assets
    
    
    7,290Goodwill
    
    
    6,984Total assets acquired
    
    
    21,586Accounts payable and accrued liabilities
    
    
    (197
    )Deferred revenue
    
    
    (254
    )Warranty obligations
    
    
    (35
    )Total liabilities assumed
    
    
    (486
    )Total purchase price, net of liabilities assumed
    
    $
    21,100
  12




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TotalBalance as of July 1, 2009
    
    $
    29,354Translation adjustments
    
    
    260Additions
    
    
    6,578Balance as of December 31, 2009
    
    $
    36,192
   As of December 31, 2009
    
    
    As of June 30, 2009Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    5,958
    
    
    $
    (2,279
    )
    
    $
    3,679
    
    
    $
    7,088
    
    
    $
    (1,978
    )
    
    $
    5,110Developed technology
    
    
    15,635
    
    
    
    (10,742
    )
    
    
    4,893
    
    
    
    11,504
    
    
    
    (10,327
    )
    
    
    1,177Trade names
    
    
    2,830
    
    
    
    
    
    
    
    2,830
    
    
    
    
    
    
    
    
    
    
    
    Customer lists
    
    
    5,125
    
    
    
    (1,565
    )
    
    
    3,560
    
    
    
    3,391
    
    
    
    (1,172
    )
    
    
    2,219Total
    
    $
    29,548
    
    
    $
    (14,586
    )
    
    $
    14,962
    
    
    $
    21,983
    
    
    $
    (13,477
    )
    
    $
    8,506
     RemainingAmortizationExpense2010 (remaining six months)
    
    $
    1,6902011
    
    
    2,6822012
    
    
    2,4402013
    
    
    1,7952014
    
    
    1,214Thereafter
    
    
    2,311Total
    
    $
    12,132
  13




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ActualBalance
    
    
    Provision
    
    
    Other
    
    
    Warranty
    
    
    BalanceBeginning
    
    
    For
    
    
    Adjustments
    
    
    Costs
    
    
    End ofOf Period
    
    
    Warranties
    
    
    Accounts (1)
    
    
    Incurred
    
    
    PeriodAccrued Product WarrantySix Months Ended:December 31, 2009
    
    $
    3,028
    
    
    $
    1,595
    
    
    $
    61
    
    
    $
    (1,920
    )
    
    $
    2,764December 31, 2008
    
    $
    3,444
    
    
    $
    2,337
    
    
    $
    (269
    )
    
    $
    (2,517
    )
    
    $
    2,995
 
 (1)
    
    Effects of exchange rate changes       14




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Six Months Ended
    
    
    Three Months EndedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Products
    
    $
    172,892
    
    
    $
    172,092
    
    
    $
    93,610
    
    
    $
    90,258Installation and Training Services
    
    
    6,170
    
    
    
    5,877
    
    
    
    3,691
    
    
    
    3,269Maintenance
    
    
    20,766
    
    
    
    18,507
    
    
    
    11,863
    
    
    
    9,514$
    199,828
    
    
    $
    196,476
    
    
    $
    109,164
    
    
    $
    103,041
         15




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Fair Value Measurements at December 31, 2009Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money market (reported as cash equivalents)
    
    $
    2,021
    
    
    $
    2,021
    
    
    $
    
    
    
    $
    Equity indexed derivatives (reported as short-term investments)
    
    
    459
    
    
    
    
    
    
    
    459
    
    
    
    Total
    
    $
    2,480
    
    
    $
    2,021
    
    
    $
    459
    
    
    $
    
    16




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17




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Three Months
    
    
    Six MonthsEnded
    
    
    EndedDecember 31, 2009
    
    
    December 31, 2009Percentage change in net salesTotal:
    
    
    5.9%
    
    
    
    1.7%By geographic region:North America
    
    
    5.5%
    
    
    
    2.7%Europe
    
    
    3.9%
    
    
    
    -3.8%Asia/Pacific
    
    
    9.0%
    
    
    
    8.5%
  Three Months
    
    
    Six MonthsEnded
    
    
    EndedDecember 31, 2009
    
    
    December 31, 2009Percentage change in net sales excluding currency fluctuationsTotal:
    
    
    -1.3%
    
    
    
    -1.2%By geographic region:North America
    
    
    4.9%
    
    
    
    2.8%Europe
    
    
    -7.9%
    
    
    
    -7.3%Asia/Pacific
    
    
    2.3%
    
    
    
    3.9%
      18




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19




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsShort-Term Borrowings
    
    $
    13,616
    
    
    $
    13,616
    
    
    $
    
    
    
    $
    
    
    
    $
    Long-Term Debt Associated with Business Purchase
    
    
    448
    
    
    
    
    
    
    
    448
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    13,501
    
    
    
    5,515
    
    
    
    4,261
    
    
    
    1,345
    
    
    
    2,380Total
    
    $
    27,565
    
    
    $
    19,131
    
    
    $
    4,709
    
    
    $
    1,345
    
    
    $
    2,380
         
    20




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##### Table of Contents



Foreign Currency Exchange.
  Interest and Investment Income.
 Debt
and Interest Expense.
 
     21




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##### Table of Contents



A downturn in economic conditions could affect our operating results.
  Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.
  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;
  22




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##### Table of Contents




    
    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 our quarterly operating results may cause our stock price to decline.
  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.
   23




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##### Table of Contents



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.
    24




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##### Table of Contents



TotalNumber of
    
    
    
    
    
    
    MaximumShares
    
    
    
    
    
    
    Number ofPurchased
    
    
    Additional
    
    
    Shares thatTotal
    
    
    Avg.
    
    
    as Part of
    
    
    Shares
    
    
    May Yet BeNumber
    
    
    Price
    
    
    Publicly
    
    
    Authorized
    
    
    Purchasedof Shares
    
    
    Paid
    
    
    Announced
    
    
    for
    
    
    Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Program
    
    
    Purchase (1)
    
    
    Program (2)October 1  31, 2009
    
    
    
    
    
    
    
    
    
    
    8,002,278
    
    
    
    11,961
    
    
    
    1,041,007November 1  30, 2009
    
    
    78,765
    
    
    $
    10.78
    
    
    
    8,081,043
    
    
    
    103,432
    
    
    
    1,065,674December 1  31, 2009
    
    
    76,800
    
    
    $
    10.96
    
    
    
    8,157,843
    
    
    
    31,458
    
    
    
    1,020,332Total
    
    
    155,565
    
    
    $
    11.16
    
    
    
    8,157,843
    
    
    
    146,851
    
    
    
    1,020,332
 
 (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 (i) 1.0 million shares of common stock approved for repurchases
in October 2008, plus (ii) 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
repurchased, plus (iii) the number of shares remaining from the repurchase authorization in
August 2006.  25




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##### Table of Contents



For
    
    
    WithheldDavid L. Anderson
    
    
    15,812,893
    
    
    
    418,069A. Blaine Bowman
    
    
    15,800,382
    
    
    
    430,580Frank Witney
    
    
    15,812,106
    
    
    
    418,856Roderick McGeary
    
    
    12,138,813
    
    
    
    4,092,149Ricardo Pigliucci
    
    
    15,826,277
    
    
    
    404,685Michael W. Pope
    
    
    15,850,223
    
    
    
    380,739
   For
    
    Against
    
    Abstained
    
    Broker Non-votes16,057,591
    
    149,552
    
    23,819
    
    0
  26




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference3.1
    
    
    Restated Certificate of Incorporation, filed December 12, 1988
    
    (1)3.2
    
    
    Certificate of Amendment of Restated Certificate of Incorporation, filed December 1, 1999 (Exhibit 3.2)
    
    (7)3.3
    
    
    Amended and Restated Bylaws, dated August 6, 2008 (Exhibit 99.1)
    
    (3)*10.1
    
    
    Medical Care Reimbursement Plan as amended October 30, 2007 (Exhibit 10.1)
    
    (5)10.2
    
    
    Credit Agreement dated December 23, 2009 between Wells Fargo Bank and Dionex Corporation*10.3
    
    
    Dionex Corporation 2004 Equity Incentive Plan, as amended October 2007 (Exhibit 10.1)
    
    (8)*10.4
    
    
    Form of Stock Option Agreement for non-employee directors (Exhibit 10.5)
    
    (9)*10.5
    
    
    Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)
    
    (9)*10.6
    
    
    Form of Stock Unit Award Agreement for non-employee directors (Exhibit 10.2)
    
    (8)*10.7
    
    
    Form of International Stock Option Agreement (Exhibit 10.8)
    
    (5)*10.8
    
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    (4)*10.9
    
    
    Change in Control Severance Benefit Plan, as amended October 26, 2009 (Exhibit 99.1)
    
    (2)*10.10
    
    
    Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)
    
    (6)*10.11
    
    
    Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)
    
    (6)*10.12
    
    
    Form of Indemnification Agreement (Exhibit 10.1)
    
    (10)*10.13
    
    
    Management Incentive Bonus Plan dated August 4, 2009 (Exhibit 99.1)
    
    (11)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-K
filed September 20, 1989. (file no. 000-11250).(2)
    
    Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form 8-K
filed October 30, 2009.(3)
    
    Incorporated by reference to the indicated Exhibit in our Form 8-K filed August 11, 2008.(4)
    
    Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed September 10, 2004.(5)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed November 9, 2007.(6)
    
    Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed August 29, 2008.(7)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007.(8)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007.(9)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 8, 2008.(10)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed November 3, 2008.(11)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed August 10, 2009.*
    
    Management contract or compensatory plan or agreement.  27




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##### Table of Contents



DIONEX CORPORATION
(Registrant)Date: February 9, 2010
    By:
    /s/ Craig A. McCollamCraig A. McCollamExecutive Vice President and Chief Financial Officer
(Signing as Principal Financial and Accounting
Officer, 
and as Authorized Signatory of
Registrant)  28




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##### Table of Contents



10.2
    
    
    Credit Agreement dated December 23, 2009 between Wells Fargo Bank and Dionex Corporation31.1
    
    
    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
  29