##### 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, 2008
 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
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    17,731,798




---



##### 



Page (s)PART I. FINANCIAL INFORMATION
    
    
    2ITEM 1. Financial Statements
    
    
    2Condensed Consolidated Balance Sheets as of December 31, 2008 and June 30, 2008
    
    
    2Condensed Consolidated Statements of Income for the Three Months Ended December 31, 2008 and 2007
    
    
    3Condensed Consolidated Statements of Income for the Six Months Ended December 31, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19ITEM 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATION
    
    
    20ITEM 1A. Risk Factors
    
    
    20ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    25ITEM 6. Exhibits
    
    
    26SIGNATURES
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Unaudited
 December 31,
    
    
    June 30,2008
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    71,395
    
    
    $
    75,624Short-term investments
    
    
    512
    
    
    
    77Accounts receivable (net of allowance for doubtful accounts of $507 at December 31, 2008 and
$524 at June 30, 2008)
    
    
    72,568
    
    
    
    74,436Inventories
    
    
    31,880
    
    
    
    31,627Deferred taxes
    
    
    11,583
    
    
    
    11,534Prepaid expenses and other current assets
    
    
    14,317
    
    
    
    13,742Total current assets
    
    
    202,255
    
    
    
    207,040Property, plant and equipment, net
    
    
    72,593
    
    
    
    72,335Goodwill
    
    
    28,446
    
    
    
    26,670Intangible assets, net
    
    
    9,122
    
    
    
    6,463Other assets
    
    
    16,470
    
    
    
    17,922$
    328,886
    
    
    $
    330,430LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    21,517
    
    
    $
    21,805Accounts payable
    
    
    16,322
    
    
    
    16,086Accrued liabilities
    
    
    31,781
    
    
    
    32,211Deferred revenue
    
    
    20,822
    
    
    
    21,352Income taxes payable
    
    
    4,614
    
    
    
    5,873Accrued product warranty
    
    
    2,995
    
    
    
    3,444Total current liabilities
    
    
    98,051
    
    
    
    100,771Deferred and other income taxes payable
    
    
    23,332
    
    
    
    27,013Other long-term liabilities
    
    
    7,590
    
    
    
    5,897Commitments and other contingencies (Note 12)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; issued and outstanding:17,850,113 shares at December 31, 2008 and 18,130,713 shares at June 30, 2008)
    
    
    172,321
    
    
    
    170,045Retained earnings
    
    
    15,195
    
    
    
    2,582Accumulated other comprehensive income
    
    
    12,397
    
    
    
    24,122Total stockholders equity
    
    
    199,913
    
    
    
    196,749$
    328,886
    
    
    $
    330,430
  2




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##### Table of Contents



Three Months EndedDecember 31,2008
    
    
    2007Net sales
    
    $
    103,041
    
    
    $
    98,038Cost of sales
    
    
    33,471
    
    
    
    31,832Gross profit
    
    
    69,570
    
    
    
    66,206Operating expenses:Selling, general and administrative
    
    
    36,206
    
    
    
    35,888Research and product development
    
    
    7,451
    
    
    
    7,568Total operating expenses
    
    
    43,657
    
    
    
    43,456Operating income
    
    
    25,913
    
    
    
    22,750Interest income
    
    
    426
    
    
    
    581Interest expense
    
    
    (160
    )
    
    
    (318
    )Other income (expense), net
    
    
    23
    
    
    
    (640
    )Income before taxes
    
    
    26,202
    
    
    
    22,373Taxes on income
    
    
    9,176
    
    
    
    7,544Net income
    
    $
    17,026
    
    
    $
    14,829Basic earnings per share
    
    $
    0.95
    
    
    $
    0.80Diluted earnings per share
    
    $
    0.93
    
    
    $
    0.77Shares used in computing per share amounts:Basic
    
    
    17,912
    
    
    
    18,605Diluted
    
    
    18,217
    
    
    
    19,242
  3




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##### Table of Contents



Six Months EndedDecember 31,2008
    
    
    2007Net sales
    
    $
    196,476
    
    
    $
    180,461Cost of sales
    
    
    64,195
    
    
    
    60,528Gross profit
    
    
    132,281
    
    
    
    119,933Operating expenses:Selling, general and administrative
    
    
    72,403
    
    
    
    67,044Research and product development
    
    
    14,480
    
    
    
    14,169Total operating expenses
    
    
    86,883
    
    
    
    81,213Operating income
    
    
    45,398
    
    
    
    38,720Interest income
    
    
    828
    
    
    
    1,210Interest expense
    
    
    (377
    )
    
    
    (480
    )Other expense, net
    
    
    (590
    )
    
    
    (1,391
    )Income before taxes
    
    
    45,259
    
    
    
    38,059Taxes on income
    
    
    16,417
    
    
    
    13,080Net income
    
    $
    28,842
    
    
    $
    24,979Basic earnings per share
    
    $
    1.60
    
    
    $
    1.34Diluted earnings per share
    
    $
    1.57
    
    
    $
    1.30Shares used in computing per share amounts:Basic
    
    
    17,990
    
    
    
    18,685Diluted
    
    
    18,382
    
    
    
    19,268
  4




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##### Table of Contents



Six Months EndedDecember 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    28,842
    
    
    $
    24,979Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    4,504
    
    
    
    4,272Stock-based compensation
    
    
    3,206
    
    
    
    2,933Allowance for bad debts
    
    
    92
    
    
    
    203Unrealized (gain) loss on securities
    
    
    (2
    )
    
    
    5Loss on disposal of fixed assets
    
    
    133
    
    
    
    223Tax benefit related to stock transactions
    
    
    (159
    )
    
    
    (1,833
    )Deferred income taxes
    
    
    (355
    )
    
    
    342Changes in assets and liabilities:Accounts receivable
    
    
    (2,575
    )
    
    
    622Inventories
    
    
    (2,795
    )
    
    
    185Prepaid expenses and other assets
    
    
    1,080
    
    
    
    1,713Accounts payable
    
    
    731
    
    
    
    (80
    )Accrued liabilities
    
    
    1,786
    
    
    
    (829
    )Deferred revenue
    
    
    711
    
    
    
    308Income taxes payable
    
    
    (2,851
    )
    
    
    (8,229
    )Accrued product warranty
    
    
    (224
    )
    
    
    350Net cash provided by operating activities:
    
    
    32,124
    
    
    
    25,164Cash flows from investing activities:Purchase of marketable securities
    
    
    (499
    )
    
    
    Purchase of property, plant and equipment
    
    
    (6,938
    )
    
    
    (3,579
    )Purchase of intangible assets
    
    
    
    
    
    
    (2,071
    )Purchase of businesses
    
    
    (5,976
    )
    
    
    Net cash used for investing activities
    
    
    (13,413
    )
    
    
    (5,650
    )Cash flows from financing activities:Net change in notes payable
    
    
    (293
    )
    
    
    13,849Proceeds from issuance of common stock
    
    
    1,951
    
    
    
    6,326Tax benefit related to stock transactions
    
    
    159
    
    
    
    1,833Repurchase of common stock
    
    
    (19,269
    )
    
    
    (34,536
    )Net cash used for financing activities
    
    
    (17,452
    )
    
    
    (12,528
    )Effect of exchange rate changes on cash
    
    
    (5,488
    )
    
    
    2,325Net increase (decrease) in cash and cash equivalents
    
    
    (4,229
    )
    
    
    9,311Cash and cash equivalents, beginning of period
    
    
    75,624
    
    
    
    54,938Cash and cash equivalents, end of period
    
    $
    71,395
    
    
    $
    64,249Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    18,219
    
    
    $
    19,584Interest expense paid
    
    
    351
    
    
    
    428Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    
    840
    
    
    
    316Accrued consideration of business purchase
    
    
    657
    
    
    
    Elimination of equity investment associated with step-acquisition of business
    
    
    760
    
    
    
    
  5




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##### Table of Contents



Recently Adopted Accounting Pronouncement. Fair Value
Measurements Effective Date of FASB Statement No. 157 ,
 The Hierarchy of Generally Accepted Accounting
Principles Accounting Changes and Error Corrections 
a replacement of APB Opinion No. 20 and FASB Statement No. 3
 Recent Accounting Pronouncements Not Yet Adopted. Determination of the Useful Life of Intangible Assets Goodwill and Other
Intangible Assets
 Disclosures about Derivative Instruments and Hedging
Activities
 Business Combinations
 6




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##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities
  Share-Based Payment
   WeightedAverageWeighted
    
    Remaining
    
    AggregateAverage
    
    Contractual
    
    IntrinsicOptions
    
    Exercise
    
    Term
    
    ValueOutstanding
    
    Price
    
    (Years)
    
    (in 000s )Balance at June 30, 2008
    
    
    1,792,708
    
    
    $
    47.20Options granted
    
    
    204,250
    
    
    
    73.59Options exercised
    
    
    (23,586
    )
    
    
    37.98Options forfeited/cancelled/expired
    
    
    (3,022
    )
    
    
    57.56Balance at December 31, 2008
    
    
    1,970,350
    
    
    
    50.03
    
    
    
    6.13
    
    
    $
    8,687Options vested and expected to vest at December 31, 2008
    
    
    1,954,134
    
    
    
    49.87
    
    
    
    6.10
    
    
    $
    8,687Exercisable at December 31, 2008
    
    
    1,349,051
    
    
    
    42.38
    
    
    
    5.01
    
    
    $
    8,687
     7




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Cost of sales
    
    $
    174
    
    
    $
    151
    
    
    $
    359
    
    
    $
    282Selling, general and administrative expenses
    
    
    1,111
    
    
    
    962
    
    
    
    1,975
    
    
    
    1,889Research and development expenses
    
    
    436
    
    
    
    377
    
    
    
    872
    
    
    
    762Total stock-based compensation expenses
    
    
    1,721
    
    
    
    1,490
    
    
    
    3,206
    
    
    
    2,933Tax effect on stock-based compensation
    
    
    (622
    )
    
    
    (583
    )
    
    
    (1,109
    )
    
    
    (1,013
    )Net effect on net income
    
    $
    1,099
    
    
    $
    907
    
    
    $
    2,097
    
    
    $
    1,920
  Six Months EndedDecember 31,2008
    
    2007Volatility for Equity Incentive Plan
    
    
    29% - 31%
    
    
    
    28.6%Volatility for ESPP
    
    
    24%
    
    
    
    22.9%Risk-free interest rate for Equity Incentive Plan
    
    
    2.7% - 3.3%
    
    
    
    4.59%Risk-free interest rate for ESPP
    
    
    2.0%
    
    
    
    4.80%Expected life of Equity Incentive Plan
    
    4.70 years
    
    4.75 yearsExpected life of ESPP
    
    6 months
    
    6 monthsExpected dividend
    
    
    $0.00
    
    
    
    $0.00
           December 31,
    
    
    June 30,2008
    
    
    2008Finished goods
    
    $
    20,466
    
    
    $
    19,236Work in process
    
    
    1,271
    
    
    
    1,449Raw materials
    
    
    10,143
    
    
    
    10,942$
    31,880
    
    
    $
    31,627
 8




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##### Table of Contents



December 31,
    
    
    June 30,2008
    
    
    2008(In thousands)Land
    
    $
    24,762
    
    
    $
    24,911Buildings and improvements
    
    
    47,019
    
    
    
    46,019Machinery, equipment and tooling
    
    
    40,085
    
    
    
    36,825Furniture and fixtures
    
    
    10,662
    
    
    
    10,898Construction-in-progress
    
    
    587
    
    
    
    2,330123,115
    
    
    
    120,983Accumulated depreciation and amortization
    
    
    (50,522
    )
    
    
    (48,648
    )Property, plant and equipment, net
    
    $
    72,593
    
    
    $
    72,335
    GrossUnrealizedCost
    
    
    Losses
    
    
    Fair ValueDecember 31, 2008, Certificate of deposits
    
    $
    8
    
    
    $
    
    
    
    $
    8June 30, 2008, Certificate of deposit
    
    $
    77
    
    
    $
    
    
    
    $
    77
   Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    

December
31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income, as reported
    
    $
    17,026
    
    
    $
    14,829
    
    
    $
    28,842
    
    
    $
    24,979Foreign currency translation adjustments, net of taxes
    
    
    (1,414
    )
    
    
    2,167
    
    
    
    (11,724
    )
    
    
    7,269Unrealized gain on securities available for sale, net of taxes
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    5Comprehensive income
    
    $
    15,612
    
    
    $
    16,997
    
    
    $
    17,118
    
    
    $
    32,253
     9




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    

December
31,2008
    
    
    2007
    
    
    2008
    
    
    2007Numerator:Net income
    
    $
    17,026
    
    
    $
    14,829
    
    
    $
    28,842
    
    
    $
    24,979Denominator:Weighted average shares used to
compute net income per common
share  basic
    
    
    17,912
    
    
    
    18,605
    
    
    
    17,990
    
    
    
    18,685Effect of dilutive stock options
    
    
    305
    
    
    
    637
    
    
    
    392
    
    
    
    583Weighted average shares used to
compute net income per common
share  diluted
    
    
    18,217
    
    
    
    19,242
    
    
    
    18,382
    
    
    
    19,268Basic earnings per share
    
    $
    0.95
    
    
    $
    0.80
    
    
    $
    1.60
    
    
    $
    1.34Diluted earnings per share
    
    $
    0.93
    
    
    $
    0.77
    
    
    $
    1.57
    
    
    $
    1.30
     TotalBalance as of July 1, 2008
    
    $
    26,670Translation adjustments
    
    
    (1,385
    )Additions
    
    
    3,161Balance as of December 31, 2008
    
    $
    28,446
   Goodwill and Other Intangible Assets
 10




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As of December 31, 2008
    
    
    As of June 30, 2008Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    7,088
    
    
    $
    (1,677
    )
    
    $
    5,411
    
    
    $
    5,958
    
    
    $
    (1,376
    )
    
    $
    4,582Developed technology
    
    
    11,449
    
    
    
    (10,158
    )
    
    
    1,291
    
    
    
    10,825
    
    
    
    (10,825
    )
    
    
    Customer lists
    
    
    3,325
    
    
    
    (905
    )
    
    
    2,420
    
    
    
    2,761
    
    
    
    (880
    )
    
    
    1,881Total
    
    $
    21,862
    
    
    $
    (12,740
    )
    
    $
    9,122
    
    
    $
    19,544
    
    
    $
    (13,081
    )
    
    $
    6,463
     RemainingAmortizationExpense2009 (remaining six months)
    
    $
    6072010
    
    
    1,1872011
    
    
    1,1722012
    
    
    1,1722013
    
    
    803Thereafter
    
    
    3,051Total
    
    $
    7,992
    ActualBalance
    
    Provision
    
    Other
    
    Warranty
    
    BalanceBeginning
    
    For
    
    Adjustments
    
    Costs
    
    End ofof Period
    
    Warranties
    
    Accounts (1)
    
    Incurred
    
    PeriodAccrued Product WarrantySix Months Ended:December 31, 2008
    
    $
    3,444
    
    
    $
    2,337
    
    
    $
    (269
    )
    
    $
    (2,517
    )
    
    $
    2,995December 31, 2007
    
    $
    2,875
    
    
    $
    1,624
    
    
    $
    143
    
    
    $
    (1,461
    )
    
    $
    3,181
 
 (1)
    
    Effects of exchange rate changes 11




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Disclosures about Segments of an Enterprise and Related Information
   Six Months Ended
    
    
    Three Months EndedDecember 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Products
    
    $
    172,092
    
    
    $
    156,938
    
    
    $
    90,258
    
    
    $
    84,992Installation and Training Services
    
    
    5,877
    
    
    
    5,790
    
    
    
    3,269
    
    
    
    3,297Maintenance
    
    
    18,507
    
    
    
    17,733
    
    
    
    9,514
    
    
    
    9,749$
    196,476
    
    
    $
    180,461
    
    
    $
    103,041
    
    
    $
    98,038
  12




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Accounting for Income Taxes Accounting for Uncertainty
in Income Taxes
     13




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##### Table of Contents



Fair Value Measurements at December 31, 2008Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money market
    
    $
    2,629
    
    
    $
    2,629
    
    
    $
    
    
    
    $
    Mutual Fund
    
    
    15
    
    
    
    15
    
    
    
    
    
    
    
    Equity indexed derivatives
    
    
    504
    
    
    
    
    
    
    
    504
    
    
    
    Total
    
    $
    3,148
    
    
    $
    2,644
    
    
    $
    504
    
    
    $
    Liabilities:Foreign currency contracts
    
    $
    3,009
    
    
    $
    3,009
    
    
    $
    
    
    
    $
    
  Fair Value Measurements at December 31, 2008Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash equivalents (1)
    
    $
    2,644
    
    
    $
    2,644
    
    
    $
    
    
    
    $
    Short-term investments
    
    
    504
    
    
    
    
    
    
    
    504
    
    
    
    Total
    
    $
    3,148
    
    
    $
    2,644
    
    
    $
    504
    
    
    $
    Liabilities:Foreign currency contracts (2)
    
    $
    3,009
    
    
    $
    3,009
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance
Sheet as of December 31, 2008.(2)
    
    Included in Other long-term liabilities in the accompanying Condensed Consolidated Balance
Sheet as of December 31, 2008. 14




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15




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##### Table of Contents



Three Months
    
    Six MonthsEnded
    
    EndedDecember 31, 2008
    
    December 31, 2008Percentage change in net salesTotal:
    
    
    5.1
    %
    
    
    8.9
    %By geographic region:North America
    
    
    -1.9
    %
    
    
    -0.6
    %Europe
    
    
    -2.7
    %
    
    
    5.0
    %Asia/Pacific
    
    
    26.0
    %
    
    
    25.4
    %
  Three Months
    
    Six MonthsEnded
    
    EndedDecember 31, 2008
    
    December 31, 2008Percentage change in net sales excluding currency fluctuationsTotal:
    
    
    9.2
    %
    
    
    8.4
    %By geographic region:North America
    
    
    -0.2
    %
    
    
    0.2
    %Europe
    
    
    4.7
    %
    
    
    4.4
    %Asia/Pacific
    
    
    27.1
    %
    
    
    23.8
    %
   16




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17




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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
    
    $
    21,517
    
    
    $
    21,517
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating Lease Obligations
    
    
    16,560
    
    
    
    5,484
    
    
    
    5,788
    
    
    
    2,131
    
    
    
    3,157Total
    
    $
    38,077
    
    
    $
    27,001
    
    
    $
    5,788
    
    
    $
    2,131
    
    
    $
    3,157
    Recently Adopted Accounting Pronouncement. Fair Value
Measurements Effective Date of FASB Statement No. 157
 The Hierarchy of Generally Accepted Accounting
Principles Accounting Changes and Error Corrections 
a replacement of APB Opinion No. 20 and FASB Statement No. 3
 Recent Accounting Pronouncements Not Yet Adopted. Determination of the Useful Life of Intangible Assets Goodwill and Other
Intangible Assets
 18




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##### Table of Contents



Disclosures about Derivative Instruments and Hedging
Activities
 Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities
     
   19




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##### Table of Contents



Foreign Currency Exchange.
  Interest and Investment Income.
 Debt and Interest Expense.
 
    
  
   20




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##### Table of Contents



Foreign currency fluctuations related to international operations may adversely affect our operating results.
  A significant portion of our cash position is maintained overseas.
  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.
  Economic, political and other risks associated with international sales and operations could adversely affect our results of
operations.
  
    
    interruption to transportation flows for delivery of parts to us and finished goods to
our customers;
    
    changes in a specific countrys or regions political, economic or other conditions;
    
    trade protection measures and import or export licensing requirements;
    
    negative consequences from changes in tax laws;
    
    difficulty in staffing and managing widespread operations;
 21




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##### Table of Contents




    
    differing labor regulations;
    
    differing protection of intellectual property;
    
    unexpected changes in regulatory requirements; and
    
    geopolitical turmoil, including terrorism and war.
 Downturn in economic conditions could affect our operating results.
  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.
  Fluctuations in our quarterly operating results may cause our stock price to decline.
  Our results of operations and financial condition will suffer if we do not introduce new products
that are attractive to our customers on a timely basis.
  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.
  22




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##### Table of Contents



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.
   23




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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, 2008
    
    
    
    
    
    
    
    
    
    
    7,224,092
    
    
    
    2,908
    
    
    
    1,346,043November 1  30, 2008
    
    
    90,462
    
    
    $
    49.12
    
    
    
    7,314,554
    
    
    
    
    
    
    
    1,255,581December 1  31, 2008
    
    
    30,000
    
    
    
    49.82
    
    
    
    7,344,554
    
    
    
    5,900
    
    
    
    1,231,481
 
 (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) current repurchase of 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 August
2006 minus the number of shares repurchased, plus (iii) the number of shares remaining from
the repurchase authorization in August 2006.   24




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##### Table of Contents



For
    
    WithheldDavid L. Anderson
    
    
    16,182,621
    
    
    
    283,353A. Blaine Bowman
    
    
    16,131,216
    
    
    
    334,758Lukas Braunschweiler
    
    
    16,284,276
    
    
    
    181,698Roderick McGeary
    
    
    16,060,960
    
    
    
    405,014Ricardo Pigliucci
    
    
    16,205,926
    
    
    
    260,048Michael W. Pope
    
    
    16,204,662
    
    
    
    261,312
   For
    
    Against
    
    Abstained
    
    Broker Non-votes16,330,851
    
    132,052
    
    3,071
    
    0
 25




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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)
    
    
    
    (11
    )3.3
    
    
    Amended and Restated Bylaws, dated August 6, 2008 (Exhibit 99.1)
    
    
    
    (4
    )4.1
    
    
    Stockholder Rights Agreement dated January 21, 1999, between Dionex Corporation and Bank Boston N.A.
    
    
    
    (2
    )10.1
    
    
    Medical Care Reimbursement Plan as amended October 30, 2007 (Exhibit 10.1)
    
    
    
    (7
    )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)
    
    
    
    (5
    )10.4
    
    
    Dionex Corporation 2004 Equity Incentive Plan, as amended October 2007 (Exhibit 10.1)
    
    
    
    (12
    )10.5
    
    
    Form of Stock Option Agreement for non-employee directors (Exhibit 10.5)
    
    
    
    (13
    )10.6
    
    
    Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)
    
    
    
    (13
    )10.7
    
    
    Form of Stock Unit Award Agreement for non-employee directors (Exhibit 10.2)
    
    
    
    (12
    )10.8
    
    
    Form of International Stock Option Agreement (Exhibit 10.8)
    
    
    
    (7
    )10.9
    
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    
    
    (6
    )10.10
    
    
    Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex
Corporation (Exhibit 10.1)
    
    
    
    (8
    )10.11
    
    
    Change in Control Severance Benefit Plan, as amended August 6, 2008 (Exhibit 10.15)
    
    
    
    (9
    )10.12
    
    
    Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex
Corporation (Exhibit 10.8)
    
    
    
    (10
    )10.13
    
    
    Amended Executive Employment Agreement for Lukas Braunschweiler dated January 30, 2008 (Exhibit 10.13)
    
    
    
    (13
    )10.14
    
    
    Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)
    
    
    
    (9
    )10.15
    
    
    Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)
    
    
    
    (9
    )10.16
    
    
    Form of Indemnification Agreement (Exhibit 10.1)
    
    
    
    (14
    )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
 26




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##### Table of Contents



(1)
    
    Incorporated by reference to the corresponding exhibit in our Annual Report on Form 10-K
filed September 20, 1989.(2)
    
    Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form 10-Q
filed February 16, 1999.(3)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 14, 2001.(4)
    
    Incorporated by reference to the indicated Exhibit in our Form 8-K filed August 11, 2008.(5)
    
    Incorporated by reference to the indicated Exhibit in our Annual Report on Form 10-K filed
September 24, 2003.(6)
    
    Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed
September 10, 2004.(7)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed November 9, 2007.(8)
    
    Incorporated by reference to the indicated exhibit in our current Report on Form 8-K filed
December 22, 2004.(9)
    
    Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed
August 29, 2008.(10)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed February 9, 2007.(11)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007.(12)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007.(13)
    
    Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 8, 2008.(14)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed November 3, 2008. 27




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##### Table of Contents



DIONEX CORPORATION
(Registrant)Date:      February 6, 2009
    By:
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive Officer And DirectorBy:
    /s/ Craig A. McCollamCraig A. McCollamSenior Vice President and Chief Financial Officer 28




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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
 29