##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-11250
 DIONEX CORPORATION
  Delaware
    
    94-2647429(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
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
    
    17,621,172




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##### 



Page (s)PART I. FINANCIAL INFORMATIONITEM 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets as of March 31, 2010 and June 30, 2009
    
    
    3Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Income for the Nine Months Ended March 31, 2010 and 2009
    
    
    5Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2010 and 2009
    
    
    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 6. Exhibits
    
    
    26SIGNATURES
    
    
    27Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



Item 1.
    
    Financial Statements
  
    March 31,
    
    
    June 30,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    92,924
    
    
    $
    69,684Short-term investments
    
    
    479
    
    
    
    641Accounts receivable (net of allowance for doubtful accounts of $542 at March 31, 2010 and $560
at June 30, 2009)
    
    
    88,468
    
    
    
    70,535Inventories
    
    
    40,452
    
    
    
    31,274Deferred taxes
    
    
    11,171
    
    
    
    12,171Prepaid expenses and other current assets
    
    
    18,591
    
    
    
    21,917Total current assets
    
    
    252,085
    
    
    
    206,222Property, plant and equipment, net
    
    
    76,694
    
    
    
    71,927Goodwill
    
    
    35,724
    
    
    
    29,354Intangible assets, net
    
    
    14,413
    
    
    
    8,506Other assets
    
    
    12,237
    
    
    
    13,975$
    391,153
    
    
    $
    329,984LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    $
    16,585
    
    
    $
    64Accounts payable
    
    
    19,332
    
    
    
    16,545Accrued liabilities
    
    
    31,596
    
    
    
    31,222Deferred revenue
    
    
    30,691
    
    
    
    22,559Income taxes payable
    
    
    7,910
    
    
    
    4,581Accrued product warranty
    
    
    2,706
    
    
    
    3,028Total current liabilities
    
    
    108,820
    
    
    
    77,999Deferred and other income taxes payable
    
    
    19,191
    
    
    
    24,348Other long-term liabilities
    
    
    6,158
    
    
    
    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: 17,616,143 shares at March 31, 2010 and 17,759,690 shares at June 30, 2009)
    
    
    202,834
    
    
    
    186,649Retained earnings
    
    
    40,035
    
    
    
    19,943Accumulated other comprehensive income
    
    
    12,173
    
    
    
    15,822Total Dionex Corporation stockholders equity
    
    
    255,042
    
    
    
    222,414Noncontrolling interests
    
    
    1,942
    
    
    
    1,516Total stockholders equity
    
    
    256,984
    
    
    
    223,930$
    391,153
    
    
    $
    329,984
   3




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Three Months EndedMarch 31,2010
    
    
    2009Net sales
    
    $
    112,782
    
    
    $
    94,396Cost of sales
    
    
    35,295
    
    
    
    30,171Gross profit
    
    
    77,487
    
    
    
    64,225Operating expenses:Selling, general and administrative
    
    
    42,218
    
    
    
    35,341Research and product development
    
    
    8,355
    
    
    
    7,256Total operating expenses
    
    
    50,573
    
    
    
    42,597Operating income
    
    
    26,914
    
    
    
    21,628Interest income
    
    
    156
    
    
    
    291Interest expense
    
    
    (262
    )
    
    
    (73
    )Other expense, net
    
    
    426
    
    
    
    (194
    )Income before taxes
    
    
    27,234
    
    
    
    21,652Taxes on income
    
    
    8,997
    
    
    
    6,371Net income
    
    
    18,237
    
    
    
    15,281Less: Net income attributable to noncontrolling interests
    
    
    506
    
    
    
    106Net income attributable to Dionex Corporation
    
    $
    17,731
    
    
    $
    15,175Basic earnings per share attributable to Dionex Corporation
    
    $
    1.01
    
    
    $
    0.85Diluted earnings per share attributable to Dionex Corporation
    
    $
    0.99
    
    
    $
    0.84Shares used in computing per share amounts:Basic
    
    
    17,638
    
    
    
    17,843Diluted
    
    
    17,957
    
    
    
    18,039
   4




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Nine Months EndedMarch 31,2010
    
    
    2009Net sales
    
    $
    312,610
    
    
    $
    290,872Cost of sales
    
    
    103,310
    
    
    
    94,366Gross profit
    
    
    209,300
    
    
    
    196,506Operating expenses:Selling, general and administrative
    
    
    118,705
    
    
    
    107,744Research and product development
    
    
    23,180
    
    
    
    21,736Total operating expenses
    
    
    141,885
    
    
    
    129,480Operating income
    
    
    67,415
    
    
    
    67,026Interest income
    
    
    271
    
    
    
    1,120Interest expense
    
    
    (335
    )
    
    
    (451
    )Other expense, net
    
    
    (28
    )
    
    
    (475
    )Income before taxes
    
    
    67,323
    
    
    
    67,220Taxes on income
    
    
    21,579
    
    
    
    22,787Net income
    
    
    45,744
    
    
    
    44,433Less: Net income attributable to noncontrolling interests
    
    
    1,094
    
    
    
    416Net income attributable to Dionex Corporation
    
    $
    44,650
    
    
    $
    44,017Basic earnings per share
    
    $
    2.53
    
    
    $
    2.45Diluted earnings per share
    
    $
    2.48
    
    
    $
    2.41Shares used in computing per share amounts:Basic
    
    
    17,671
    
    
    
    17,941Diluted
    
    
    18,014
    
    
    
    18,268
   5




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Nine Months EndedMarch 31,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    45,744
    
    
    $
    44,433Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    8,929
    
    
    
    6,990Stock-based compensation
    
    
    5,043
    
    
    
    4,763Provision for bad debts
    
    
    14
    
    
    
    164Loss on disposal of fixed assets
    
    
    168
    
    
    
    226Tax benefit related to stock transactions
    
    
    (1,656
    )
    
    
    (1,377
    )Deferred income taxes
    
    
    989
    
    
    
    134Changes in assets and liabilities, net of acquired assets and assumed liabilities:Accounts receivable
    
    
    (18,889
    )
    
    
    546Inventories
    
    
    (6,764
    )
    
    
    (5,563
    )Prepaid expenses and other assets
    
    
    (603
    )
    
    
    193Prepaid income taxes
    
    
    1,419
    
    
    
    (3,339
    )Accounts payable
    
    
    3,477
    
    
    
    738Accrued liabilities
    
    
    2,957
    
    
    
    (364
    )Deferred revenue
    
    
    8,391
    
    
    
    2,261Income taxes payable
    
    
    5,012
    
    
    
    971Accrued product warranty
    
    
    (322
    )
    
    
    (244
    )Net cash provided by operating activities
    
    
    53,909
    
    
    
    50,532Cash flows from investing activities:Purchase of marketable securities
    
    
    
    
    
    
    (568
    )Proceeds from sale of marketable securities
    
    
    233
    
    
    
    Purchase of property, plant and equipment
    
    
    (9,182
    )
    
    
    (9,296
    )Proceeds from sale of property, plant and equipment
    
    
    42
    
    
    
    Purchase of business
    
    
    (21,147
    )
    
    
    (5,976
    )Net cash used for investing activities
    
    
    (30,054
    )
    
    
    (15,840
    )Cash flows from financing activities:Net change in short-term borrowings
    
    
    16,524
    
    
    
    (9,425
    )Proceeds from issuance of common stock
    
    
    14,613
    
    
    
    6,680Tax benefit related to stock transactions
    
    
    1,656
    
    
    
    1,377Repurchase of common stock
    
    
    (31,200
    )
    
    
    (30,013
    )Dividends paid to noncontrolling interests
    
    
    (453
    )
    
    
    Net cash provided by (used for) financing activities
    
    
    1,140
    
    
    
    (31,381
    )Effect of exchange rate changes on cash
    
    
    (1,755
    )
    
    
    (7,081
    )Net increase (decrease) in cash and cash equivalents
    
    
    23,240
    
    
    
    (3,770
    )Cash and cash equivalents, beginning of period
    
    
    69,684
    
    
    
    75,624Cash and cash equivalents, end of period
    
    $
    92,924
    
    
    $
    71,854Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    16,278
    
    
    $
    23,662Interest expense paid
    
    
    119
    
    
    
    416Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    
    578
    
    
    
    536Accrued consideration of business purchase
    
    
    
    
    
    
    657Elimination of equity interest associated with step-acquisition of business
    
    
    
    
    
    
    760
   6




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7




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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
    
    
    224,765
    
    
    $
    65.75Options exercised
    
    
    (286,902
    )
    
    $
    43.06Options forfeited/canceled/expired
    
    
    (52,199
    )
    
    $
    64.97Balance at March 31, 2010
    
    
    1,585,304
    
    
    $
    56.24
    
    
    
    6.41
    
    
    $
    29,457Options vested and expected to vest at March 31, 2010
    
    
    1,572,127
    
    
    $
    56.17
    
    
    
    6.39
    
    
    $
    29,325Exercisable at March 31, 2010
    
    
    1,003,851
    
    
    $
    50.66
    
    
    
    5.10
    
    
    $
    24,243
       Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Cost of sales
    
    $
    227
    
    
    $
    193
    
    
    $
    606
    
    
    $
    552Selling, general and administrative expenses
    
    
    1,170
    
    
    
    973
    
    
    
    3,335
    
    
    
    2,948Research and development expenses
    
    
    370
    
    
    
    392
    
    
    
    1,102
    
    
    
    1,264Total stock-based compensation expenses
    
    
    1,767
    
    
    
    1,558
    
    
    
    5,043
    
    
    
    4,764Tax effect on stock-based compensation
    
    
    (479
    )
    
    
    (337
    )
    
    
    (1,569
    )
    
    
    (1,446
    )Net effect on net income
    
    $
    1,288
    
    
    $
    1,221
    
    
    $
    3,474
    
    
    $
    3,318
  9




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##### Table of Contents



Nine Months EndedMarch 31,2010
    
    
    2009Volatility for Equity Incentive Plan
    
    33%  34%
    
    
    29%  35%Volatility for ESPP
    
    20%  36%
    
    
    24%  40%Risk-free interest rate for Equity Incentive Plan
    
    2.4%  2.5%
    
    
    2.8%  3.3%Risk-free interest rate for ESPP
    
    0.2%  0.3%
    
    
    0.5%  2.0%Expected life of Equity Incentive Plan
    
    4.60 years
    
    
    4.70 yearsExpected life of ESPP
    
    6 months
    
    
    6 monthsExpected dividend
    
    $0.00
    
    
    $0.00
           March 31,
    
    
    June 30,2010
    
    
    2009Finished goods
    
    $
    25,928
    
    
    $
    19,070Work in process
    
    
    2,058
    
    
    
    1,119Raw materials
    
    
    12,466
    
    
    
    11,085$
    40,452
    
    
    $
    31,274
  10




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##### Table of Contents



March 31,
    
    
    June 30,2010
    
    
    2009Land
    
    $
    25,359
    
    
    $
    24,533Buildings and improvements
    
    
    50,177
    
    
    
    47,060Machinery, equipment and tooling
    
    
    48,991
    
    
    
    40,960Furniture and fixtures
    
    
    11,481
    
    
    
    10,884Construction-in-progress
    
    
    144
    
    
    
    2,408136,152
    
    
    
    125,845Accumulated depreciation and amortization
    
    
    (59,458
    )
    
    
    (53,918
    )Property, plant and equipment, net
    
    $
    76,694
    
    
    $
    71,927
    GrossUnrealized
    
    
    FairCost
    
    
    Losses
    
    
    ValueMarch 31, 2010, Certificates of deposit
    
    $
    8
    
    
    $
    (1
    )
    
    $
    7June 30, 2009, Certificates of deposit
    
    $
    8
    
    
    $
    
    
    
    $
    8
   Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income, as reported
    
    $
    18,237
    
    
    $
    15,281
    
    
    $
    45,744
    
    
    $
    44,433Foreign currency translation adjustments, net of taxes
    
    
    (4,436
    )
    
    
    (3,494
    )
    
    
    (1,669
    )
    
    
    (13,307
    )Unrealized loss on net investment hedge
    
    
    76
    
    
    
    (1,045
    )
    
    
    (466
    )
    
    
    (2,954
    )Unrealized gain (loss) on securities available for sale, net of taxes
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    (2
    )Comprehensive income
    
    $
    13,877
    
    
    $
    10,742
    
    
    $
    43,610
    
    
    $
    28,170Comprehensive income attributable to noncontrolling interests
    
    
    (506
    )
    
    
    (106
    )
    
    
    (1,094
    )
    
    
    (416
    )Dividend attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    668
    
    
    
    459Comprehensive income attributable to Dionex Corporation
    
    $
    13,371
    
    
    $
    10,636
    
    
    $
    43,184
    
    
    $
    28,213
    11




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Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator:Net income
    
    $
    17,731
    
    
    $
    15,175
    
    
    $
    44,650
    
    
    $
    44,017Denominator:Weighted average shares used to
compute net income per common
share  basic
    
    
    17,638
    
    
    
    17,843
    
    
    
    17,671
    
    
    
    17,941Effect of dilutive stock options
    
    
    319
    
    
    
    196
    
    
    
    343
    
    
    
    327Weighted average shares used to
compute net income per common
share  diluted
    
    
    17,957
    
    
    
    18,039
    
    
    
    18,014
    
    
    
    18,268Basic earnings per share
    
    $
    1.01
    
    
    $
    0.85
    
    
    $
    2.53
    
    
    $
    2.45Diluted earnings per share
    
    $
    0.99
    
    
    $
    0.84
    
    
    $
    2.48
    
    
    $
    2.41
     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
    
    
    (256
    )Additions
    
    
    6,626Balance as of March 31, 2010
    
    $
    35,724
   As of March 31, 2010
    
    
    As of June 30, 2009Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    5,958
    
    
    $
    (2,429
    )
    
    $
    3,529
    
    
    $
    7,088
    
    
    $
    (1,978
    )
    
    $
    5,110Developed technology
    
    
    15,306
    
    
    
    (10,641
    )
    
    
    4,665
    
    
    
    11,504
    
    
    
    (10,327
    )
    
    
    1,177Trade names
    
    
    2,830
    
    
    
    
    
    
    
    2,830
    
    
    
    
    
    
    
    
    
    
    
    Customer lists
    
    
    5,148
    
    
    
    (1,759
    )
    
    
    3,389
    
    
    
    3,391
    
    
    
    (1,172
    )
    
    
    2,219Total
    
    $
    29,242
    
    
    $
    (14,829
    )
    
    $
    14,413
    
    
    $
    21,983
    
    
    $
    (13,477
    )
    
    $
    8,506
     RemainingAmortizationExpense2010 (remaining three months)
    
    $
    9382011
    
    
    2,7252012
    
    
    2,4382013
    
    
    1,7942014
    
    
    1,213Thereafter
    
    
    2,475Total
    
    $
    11,583
  13




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ActualBalance
    
    
    Provision
    
    
    Other
    
    
    Warranty
    
    
    BalanceBeginning
    
    
    For
    
    
    Adjustments
    
    
    Costs
    
    
    End ofOf Period
    
    
    Warranties
    
    
    Accounts (1)
    
    
    Incurred
    
    
    PeriodAccrued Product WarrantyNine Months Ended:March 31, 2010
    
    $
    3,028
    
    
    $
    2,789
    
    
    $
    (35
    )
    
    $
    (3,076
    )
    
    $
    2,706March 31, 2009
    
    $
    3,444
    
    
    $
    3,393
    
    
    $
    (385
    )
    
    $
    (3,578
    )
    
    $
    2,874
 
 (1)
    
    Effects of exchange rate changes.       14




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Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Products
    
    $
    96,439
    
    
    $
    80,637
    
    
    $
    269,313
    
    
    $
    252,601Installation and Training Services
    
    
    2,647
    
    
    
    2,600
    
    
    
    8,835
    
    
    
    8,490Maintenance
    
    
    13,696
    
    
    
    11,159
    
    
    
    34,462
    
    
    
    29,781$
    112,782
    
    
    $
    94,396
    
    
    $
    312,610
    
    
    $
    290,872
         15




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Fair Value Measurements at March 31, 2010Quoted 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)
    
    $
    1,886
    
    
    $
    1,886
    
    
    $
    
    
    
    $
    Equity indexed derivatives (reported as short-term investments)
    
    
    472
    
    
    
    
    
    
    
    472
    
    
    
    Total
    
    $
    2,358
    
    
    $
    1,886
    
    
    $
    472
    
    
    $
    
  16




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          17




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##### Table of Contents



Three Months
    
    
    Nine MonthsEnded
    
    
    EndedMarch 31, 2010
    
    
    March 31, 2010Percentage change in net salesTotal:
    
    
    19.5
    %
    
    
    7.5
    %By geographic region:North America
    
    
    17.9
    %
    
    
    7.4
    %Europe
    
    
    13.2
    %
    
    
    1.2
    %Asia/Pacific
    
    
    26.6
    %
    
    
    15.2
    %
  Three Months
    
    
    Nine MonthsEnded
    
    
    EndedMarch 31, 2010
    
    
    March 31, 2010Percentage change in net sales excluding currency fluctuationsTotal:
    
    
    14.2
    %
    
    
    3.8
    %By geographic region:North America
    
    
    15.9
    %
    
    
    6.9
    %Europe
    
    
    5.4
    %
    
    
    -3.6
    %Asia/Pacific
    
    
    21.6
    %
    
    
    10.4
    %
      18




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##### Table of Contents



19




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##### Table of Contents



Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsShort-Term Borrowings
    
    $
    16,585
    
    
    $
    16,585
    
    
    $
    
    
    
    $
    
    
    
    $
    Long-Term Debt Associated with Business Purchase
    
    
    442
    
    
    
    
    
    
    
    442
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    13,324
    
    
    
    5,496
    
    
    
    4,282
    
    
    
    1,243
    
    
    
    2,303Total
    
    $
    30,351
    
    
    $
    22,081
    
    
    $
    4,724
    
    
    $
    1,243
    
    
    $
    2,303
         
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
   20




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##### Table of Contents



Foreign Currency Exchange.
  Interest and Investment Income.
 Debt and Interest Expense.
 
 ITEM 4.
    
    CONTROLS AND PROCEDURES
    21




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##### Table of Contents



ITEM 1A.
    
    RISK FACTORS
  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;
 
    
    differing protection of intellectual property;
 
    
    unexpected changes in regulatory requirements; and
 
    
    geopolitical turmoil, including terrorism and war.
  22




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##### Table of Contents



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



ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
     TotalNumber of
    
    
    
    
    
    
    MaximumShares
    
    
    
    
    
    
    Number ofPurchased
    
    
    Additional
    
    
    Shares thatTotal
    
    
    Avg.
    
    
    as Part of
    
    
    Shares
    
    
    May Yet BeNumber
    
    
    Price
    
    
    Publicly
    
    
    Authorized
    
    
    Purchasedof Shares
    
    
    Paid
    
    
    Announced
    
    
    for
    
    
    Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Program
    
    
    Purchase (1)
    
    
    Program (2)January 1  31, 2010
    
    
    
    
    
    
    
    
    
    
    8,157,843
    
    
    
    17,000
    
    
    
    1,037,332February 1  28, 2010
    
    
    85,998
    
    
    $
    11.16
    
    
    
    8,243,841
    
    
    
    23,641
    
    
    
    974,975March 1  31, 2010
    
    
    46,310
    
    
    $
    11.16
    
    
    
    8,290,151
    
    
    
    68,846
    
    
    
    997,511Total
    
    
    132,308
    
    
    $
    11.16
    
    
    
    8,290,151
    
    
    
    109,487
    
    
    
    997,511
 
 (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



Item 6.
    
    EXHIBITS
 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 (Exhibit 10.2)
    
    
    (12
    )*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 April 26, 2010 (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 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.(12)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 9, 2010.*
    
    Management contract or compensatory plan or agreement.  26




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##### Table of Contents



DIONEX CORPORATION
(Registrant)Date: May 10, 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)  27




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##### Table of Contents



31.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  28