##### 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, 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 
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(Do not check if a smaller reporting company)
Smaller reporting company o o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    17,683,486




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##### 



Page (s)PART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2009 and June 30, 2008
    
    
    3Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Income for the Nine Months Ended March 31, 2009 and 2008
    
    
    5Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 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
    
    
    23ITEM 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONITEM 1A. Risk Factors
    
    
    24ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27ITEM 6. Exhibits
    
    
    28SIGNATURES
    
    
    29EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



March 31,
    
    
    June 30,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    71,854
    
    
    $
    75,624Short-term investments
    
    
    561
    
    
    
    77Accounts receivable (net of allowance for doubtful accounts of $526 at March 31, 2009 and
$524 at June 30, 2008)
    
    
    67,060
    
    
    
    74,436Inventories
    
    
    32,745
    
    
    
    31,627Deferred taxes
    
    
    11,073
    
    
    
    11,534Prepaid expenses and other current assets
    
    
    19,299
    
    
    
    13,742Total current assets
    
    
    202,592
    
    
    
    207,040Property, plant and equipment, net
    
    
    70,210
    
    
    
    72,335Goodwill
    
    
    28,007
    
    
    
    26,670Intangible assets, net
    
    
    8,745
    
    
    
    6,463Other assets
    
    
    16,178
    
    
    
    17,922$
    325,732
    
    
    $
    330,430LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    12,896
    
    
    $
    21,805Accounts payable
    
    
    16,010
    
    
    
    16,086Accrued liabilities
    
    
    28,513
    
    
    
    32,211Deferred revenue
    
    
    21,904
    
    
    
    21,352Income taxes payable
    
    
    6,663
    
    
    
    5,873Accrued product warranty
    
    
    2,874
    
    
    
    3,444Total current liabilities
    
    
    88,860
    
    
    
    100,771Deferred and other income taxes payable
    
    
    23,079
    
    
    
    27,013Other long-term liabilities
    
    
    6,485
    
    
    
    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:17,791,537 shares at March 31, 2009 and 18,130,713 shares at June 30, 2008)
    
    
    177,672
    
    
    
    170,045Retained earnings
    
    
    21,778
    
    
    
    2,582Accumulated other comprehensive income
    
    
    7,858
    
    
    
    24,122Total stockholders equity
    
    
    207,308
    
    
    
    196,749$
    325,732
    
    
    $
    330,430
  3




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Three Months EndedMarch 31,2009
    
    
    2008Net sales
    
    $
    94,396
    
    
    $
    98,356Cost of sales
    
    
    30,171
    
    
    
    33,831Gross profit
    
    
    64,225
    
    
    
    64,525Operating expenses:Selling, general and administrative
    
    
    35,341
    
    
    
    37,170Research and product development
    
    
    7,256
    
    
    
    7,336Total operating expenses
    
    
    42,597
    
    
    
    44,506Operating income
    
    
    21,628
    
    
    
    20,019Interest income
    
    
    291
    
    
    
    561Interest expense
    
    
    (73
    )
    
    
    (236
    )Other expense, net
    
    
    (300
    )
    
    
    (150
    )Income before taxes
    
    
    21,546
    
    
    
    20,194Taxes on income
    
    
    6,371
    
    
    
    6,599Net income
    
    $
    15,175
    
    
    $
    13,595Basic earnings per share
    
    $
    0.85
    
    
    $
    0.74Diluted earnings per share
    
    $
    0.84
    
    
    $
    0.72Shares used in computing per share amounts:Basic
    
    
    17,843
    
    
    
    18,438Diluted
    
    
    18,039
    
    
    
    18,992
  4




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Nine Months EndedMarch 31,2009
    
    
    2008Net sales
    
    $
    290,872
    
    
    $
    278,817Cost of sales
    
    
    94,366
    
    
    
    94,359Gross profit
    
    
    196,506
    
    
    
    184,458Operating expenses:Selling, general and administrative
    
    
    107,744
    
    
    
    104,214Research and product development
    
    
    21,736
    
    
    
    21,506Total operating expenses
    
    
    129,480
    
    
    
    125,720Operating income
    
    
    67,026
    
    
    
    58,738Interest income
    
    
    1,120
    
    
    
    1,771Interest expense
    
    
    (451
    )
    
    
    (716
    )Other expense, net
    
    
    (891
    )
    
    
    (1,540
    )Income before taxes
    
    
    66,804
    
    
    
    58,253Taxes on income
    
    
    22,787
    
    
    
    19,679Net income
    
    $
    44,017
    
    
    $
    38,574Basic earnings per share
    
    $
    2.45
    
    
    $
    2.07Diluted earnings per share
    
    $
    2.41
    
    
    $
    2.01Shares used in computing per share amounts:Basic
    
    
    17,941
    
    
    
    18,602Diluted
    
    
    18,268
    
    
    
    19,176
  5




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Nine Months EndedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    44,017
    
    
    $
    38,574Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    6,990
    
    
    
    6,424Stock-based compensation
    
    
    4,763
    
    
    
    4,449Allowance for bad debts
    
    
    164
    
    
    
    (13
    )Loss on disposal of fixed assets
    
    
    226
    
    
    
    406Tax benefit related to stock transactions
    
    
    (1,377
    )
    
    
    (2,021
    )Deferred income taxes
    
    
    134
    
    
    
    (3,049
    )Changes in assets and liabilities:Accounts receivable
    
    
    546
    
    
    
    (815
    )Inventories
    
    
    (5,563
    )
    
    
    1,338Prepaid expenses and other assets
    
    
    193
    
    
    
    2,620Prepaid income taxes
    
    
    (3,339
    )
    
    
    (1,857
    )Accounts payable
    
    
    738
    
    
    
    580Accrued liabilities
    
    
    52
    
    
    
    2,938Deferred revenue
    
    
    2,261
    
    
    
    2,809Income taxes payable
    
    
    971
    
    
    
    (2,738
    )Accrued product warranty
    
    
    (244
    )
    
    
    408Net cash provided by operating activities:
    
    
    50,532
    
    
    
    50,053Cash flows from investing activities:Purchase of marketable securities
    
    
    (568
    )
    
    
    Purchase of property, plant and equipment
    
    
    (9,296
    )
    
    
    (6,557
    )Purchase of intangible assets
    
    
    
    
    
    
    (2,071
    )Purchase of business
    
    
    (5,976
    )
    
    
    543Net cash used for investing activities
    
    
    (15,840
    )
    
    
    (8,085
    )Cash flows from financing activities:Net change in notes payable
    
    
    (9,425
    )
    
    
    17,656Proceeds from issuance of common stock
    
    
    6,680
    
    
    
    8,307Tax benefit related to stock transactions
    
    
    1,377
    
    
    
    2,021Repurchase of common stock
    
    
    (30,013
    )
    
    
    (55,441
    )Net cash used for financing activities
    
    
    (31,381
    )
    
    
    (27,457
    )Effect of exchange rate changes on cash
    
    
    (7,081
    )
    
    
    2,584Net increase (decrease) in cash and cash equivalents
    
    
    (3,770
    )
    
    
    17,095Cash and cash equivalents, beginning of period
    
    
    75,624
    
    
    
    54,938Cash and cash equivalents, end of period
    
    $
    71,854
    
    
    $
    72,033Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    23,662
    
    
    $
    19,974Interest expense paid
    
    
    416
    
    
    
    643Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    
    536
    
    
    
    339Accrued consideration of business purchase
    
    
    657
    
    
    
    191Elimination of equity interest associated with step-acquisition of business
    
    
    760
    
    
    
    
  6




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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
 7




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Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Recognition
and Presentation of Other-Than-Temporary Impairments
 Interim Disclosures about Fair Value of
Financial Instruments Interim Financial Reporting
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies Accounting for Contingencies Reasonable Estimation of the
Amount of a Loss
  Share-Based Payment
 8




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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
    
    
    (162,086
    )
    
    
    27.78Options forfeited/canceled/expired
    
    
    (4,052
    )
    
    
    57.23Balance at March 31, 2009
    
    
    1,830,820
    
    
    
    51.84
    
    
    
    6.09
    
    
    $
    7,424Options vested and expected to vest at March 31, 2009
    
    
    1,817,461
    
    
    
    51.71
    
    
    
    6.07
    
    
    $
    7,424Exercisable at March 31, 2009
    
    
    1,266,240
    
    
    
    44.92
    
    
    
    5.07
    
    
    $
    7,420
      Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Cost of sales
    
    $
    193
    
    
    $
    163
    
    
    $
    552
    
    
    $
    445Selling, general and administrative expenses
    
    
    973
    
    
    
    986
    
    
    
    2,948
    
    
    
    2,875Research and development expenses
    
    
    392
    
    
    
    366
    
    
    
    1,264
    
    
    
    1,128Total stock-based compensation expenses
    
    
    1,558
    
    
    
    1,515
    
    
    
    4,764
    
    
    
    4,448Tax effect on stock-based compensation
    
    
    (337
    )
    
    
    (495
    )
    
    
    (1,446
    )
    
    
    (1,454
    )Net effect on net income
    
    $
    1,221
    
    
    $
    1,020
    
    
    $
    3,318
    
    
    $
    2,994
  Nine Months EndedMarch 31,2009
    
    2008Volatility for Equity Incentive Plan
    
    
    29% - 35
    %
    
    
    28% - 29
    %Volatility for ESPP
    
    
    24% - 40
    %
    
    
    23% - 31
    %Risk-free interest rate for Equity Incentive Plan
    
    
    2.8% - 3.3
    %
    
    
    2.9% - 4.6
    %Risk-free interest rate for ESPP
    
    
    0.5% - 2.0
    %
    
    
    2.2% - 4.8
    %Expected life of Equity Incentive Plan
    
    4.70 years
    
    4.75 yearsExpected life of ESPP
    
    6 months
    
    6 monthsExpected dividend
    
    $
    0.00
    
    
    $
    0.00
  9




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March 31,
    
    
    June 30,2009
    
    
    2008Finished goods
    
    $
    20,649
    
    
    $
    19,236Work in process
    
    
    1,124
    
    
    
    1,449Raw materials
    
    
    10,972
    
    
    
    10,942$
    32,745
    
    
    $
    31,627
   March 31,
    
    
    June 30,2009
    
    
    2008Land
    
    $
    23,997
    
    
    $
    24,911Buildings and improvements
    
    
    45,841
    
    
    
    46,019Machinery, equipment and tooling
    
    
    40,211
    
    
    
    36,825Furniture and fixtures
    
    
    10,467
    
    
    
    10,898Construction-in-progress
    
    
    984
    
    
    
    2,330121,500
    
    
    
    120,983Accumulated depreciation and amortization
    
    
    (51,290
    )
    
    
    (48,648
    )Property, plant and equipment, net
    
    $
    70,210
    
    
    $
    72,335
 10




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GrossUnrealizedCost
    
    
    Losses
    
    
    Fair ValueMarch 31, 2009, Certificate of deposits
    
    $
    61
    
    
    $
    
    
    
    $
    61June 30, 2008, Certificate of deposits
    
    $
    77
    
    
    $
    
    
    
    $
    77
   Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income, as reported
    
    $
    15,175
    
    
    $
    13,595
    
    
    $
    44,017
    
    
    $
    38,574Foreign currency translation adjustments, net of taxes
    
    
    (4,539
    )
    
    
    6,362
    
    
    
    (16,261
    )
    
    
    13,631Unrealized gain (loss) on securities available for sale, net of taxes
    
    
    
    
    
    
    (1
    )
    
    
    (2
    )
    
    
    4Comprehensive income
    
    $
    10,636
    
    
    $
    19,956
    
    
    $
    27,754
    
    
    $
    52,209
      Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator:Net income
    
    $
    15,175
    
    
    $
    13,595
    
    
    $
    44,017
    
    
    $
    38,574Denominator:Weighted average shares used to
compute net income per common
share  basic
    
    
    17,843
    
    
    
    18,438
    
    
    
    17,941
    
    
    
    18,602Effect of dilutive stock options
    
    
    196
    
    
    
    554
    
    
    
    327
    
    
    
    574Weighted average shares used to
compute net income per common
share  diluted
    
    
    18,039
    
    
    
    18,992
    
    
    
    18,268
    
    
    
    19,176Basic earnings per share
    
    $
    0.85
    
    
    $
    0.74
    
    
    $
    2.45
    
    
    $
    2.07Diluted earnings per share
    
    $
    0.84
    
    
    $
    0.72
    
    
    $
    2.41
    
    
    $
    2.01
 11




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TotalBalance as of July 1, 2008
    
    $
    26,670Translation adjustments
    
    
    (1,834
    )Additions
    
    
    3,171Balance as of March 31, 2009
    
    $
    28,007
   Goodwill and Other Intangible Assets
  As of March 31, 2009
    
    
    As of June 30, 2008Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    7,088
    
    
    $
    (1,828
    )
    
    $
    5,260
    
    
    $
    5,958
    
    
    $
    (1,376
    )
    
    $
    4,582Developed technology
    
    
    11,200
    
    
    
    (9,966
    )
    
    
    1,234
    
    
    
    10,825
    
    
    
    (10,825
    )
    
    
    Customer lists
    
    
    3,239
    
    
    
    (988
    )
    
    
    2,251
    
    
    
    2,761
    
    
    
    (880
    )
    
    
    1,881Total
    
    $
    21,527
    
    
    $
    (12,782
    )
    
    $
    8,745
    
    
    $
    19,544
    
    
    $
    (13,081
    )
    
    $
    6,463
    12




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RemainingAmortizationExpense2009 (remaining three months)
    
    $
    3222010
    
    
    1,2102011
    
    
    1,1792012
    
    
    1,2132013
    
    
    830Thereafter
    
    
    2,861Total
    
    $
    7,615
    ActualBalance
    
    Provision
    
    Other
    
    Warranty
    
    BalanceBeginning
    
    For
    
    Adjustments
    
    Costs
    
    End ofof Period
    
    Warranties
    
    Accounts (1)
    
    Incurred
    
    PeriodAccrued Product WarrantyNine Months Ended:March, 31, 2009
    
    $
    3,444
    
    
    $
    3,393
    
    
    $
    (385
    )
    
    $
    (3,578
    )
    
    $
    2,874March 31, 2008
    
    $
    2,875
    
    
    $
    2,565
    
    
    $
    294
    
    
    $
    (2,149
    )
    
    $
    3,585
 
 (1)
    
    Effects of exchange rate changes     13




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Disclosures about Segments of an Enterprise and Related Information
   Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Products
    
    $
    80,637
    
    
    $
    86,658
    
    
    $
    252,601
    
    
    $
    243,596Installation and Training Services
    
    
    2,600
    
    
    
    2,342
    
    
    
    8,490
    
    
    
    8,132Maintenance
    
    
    11,159
    
    
    
    9,356
    
    
    
    29,781
    
    
    
    27,089$
    94,396
    
    
    $
    98,356
    
    
    $
    290,872
    
    
    $
    278,817
    Accounting for Income Taxes Accounting for Uncertainty
in Income Taxes
   14




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Fair Value Measurements at March 31, 2009Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Money market
    
    $
    2,752
    
    
    $
    2,752
    
    
    $
    
    
    
    $
    Equity indexed derivatives
    
    
    500
    
    
    
    
    
    
    
    500
    
    
    
    Total
    
    $
    3,252
    
    
    $
    2,752
    
    
    $
    500
    
    
    $
    Liabilities:Foreign currency contracts
    
    $
    1,964
    
    
    $
    1,964
    
    
    $
    
    
    
    $
    
 15




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Fair Value Measurements at March 31, 2009Quoted Prices
    
    
    SignificantIn Active
    
    
    Other
    
    
    SignificantMarkets or
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDescription
    

Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash equivalents (1)
    
    $
    2,752
    
    
    $
    2,752
    
    
    $
    
    
    
    $
    Short-term investments
    
    
    500
    
    
    
    
    
    
    
    500
    
    
    
    Total
    
    $
    3,252
    
    
    $
    2,752
    
    
    $
    500
    
    
    $
    Liabilities:Foreign currency contracts (2)
    
    $
    1,964
    
    
    $
    1,964
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance
Sheet as of March 31, 2009.(2)
    
    Included in Other long-term liabilities in the accompanying Condensed Consolidated Balance
Sheet as of March 31, 2009. 16




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Three Months
    
    Nine MonthsEnded
    
    EndedMarch 31, 2009
    
    March 31, 2009Percentage change in net sales
    
    
    -4.0
    %
    
    
    4.3
    %Total:By geographic region:North America
    
    
    -12.8
    %
    
    
    -4.8
    %Europe
    
    
    -11.2
    %
    
    
    -0.4
    %Asia/Pacific
    
    
    12.2
    %
    
    
    20.2
    %
  Three Months
    
    Nine MonthsEnded
    
    EndedMarch 31, 2009
    
    March 31, 2009Percentage change in net sales excluding currency fluctuations
    
    
    1.1
    %
    
    
    5.8
    %Total:By geographic region:North America
    
    
    -10.5
    %
    
    
    -3.5
    %Europe
    
    
    -0.2
    %
    
    
    2.9
    %Asia/Pacific
    
    
    12.6
    %
    
    
    19.3
    %
   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
    
    $
    12,385
    
    
    $
    12,385
    
    
    $
    
    
    
    $
    
    
    
    $
    Long-Term Debt Associated with Business Purchase
    
    
    505
    
    
    
    
    
    
    
    505
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    15,616
    
    
    
    5,263
    
    
    
    5,556
    
    
    
    2,062
    
    
    
    2,735Total
    
    $
    28,506
    
    
    $
    17,648
    
    
    $
    6,061
    
    
    $
    2,062
    
    
    $
    2,735
    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
 20




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Disclosures about Derivative Instruments and Hedging
Activities
 Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities
     Recognition
and Presentation of Other-Than-Temporary Impairments
 Interim Disclosures about Fair Value of
Financial Instruments Interim Financial Reporting
 21




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Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies Accounting for Contingencies Reasonable Estimation of the
Amount of a Loss
 22




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Foreign Currency Exchange.
  Interest and Investment Income.
 Debt and Interest Expense.
 
   23




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Foreign currency fluctuations related to international operations may adversely affect our
operating results.
  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.
  A significant portion of our cash position is maintained overseas.
  Economic, political and other risks associated with international sales and operations could
adversely affect our results of operations.
  24




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##### Table of Contents




    
    interruption to transportation flows for delivery of parts to us and finished goods to
our customers;
    
    changes in a specific countrys or regions political, economic or other conditions;
    
    trade protection measures and import or export licensing requirements;
    
    negative consequences from changes in tax laws;
    
    difficulty in staffing and managing widespread operations;
    
    differing labor regulations;
    
    differing protection of intellectual property;
    
    unexpected changes in regulatory requirements; and
    
    geopolitical turmoil, including terrorism and war.
 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.
  25




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The analytical instrumentation market is highly competitive, and our inability to compete
effectively in this market would adversely affect our results of operations and financial
condition.
  We may experience difficulties with obtaining components from sole- or limited-source suppliers, or
manufacturing delays, either of which could adversely affect our results of operations.
   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.
   26




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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)January 1  31, 2009
    
    
    
    
    
    
    
    
    
    
    7,344,554
    
    
    
    2,100
    
    
    
    1,233,581February 1  28, 2009
    
    
    203,133
    
    
    $
    48.78
    
    
    
    7,547,687
    
    
    
    157,457
    
    
    
    1,187,905March 1  31, 2009
    
    
    20,000
    
    
    $
    41.78
    
    
    
    7,567,687
    
    
    
    5,000
    
    
    
    1,172,905Total
    
    
    223,133
    
    
    $
    41.15
    
    
    
    7,567,687
    
    
    
    164,557
    
    
    
    1,172,905
 
 (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 August 2006 minus the number of shares
repurchased, plus (iii) the number of shares remaining from the repurchase authorization in
August 2006.   27




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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 DionexCorporation (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 DionexCorporation (Exhibit 10.1)
    
    
    (8
    )10.11
    
    Change in Control Severance Benefit Plan, as amended August 6, 2008 (Exhibit 10.13)
    
    
    (9
    )10.12
    
    Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and DionexCorporation (Exhibit 10.8)
    
    
    (10
    )10.13
    
    Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)
    
    
    (9
    )10.14
    
    Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)
    
    
    (9
    )10.15
    
    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
 
 (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 10-Q
filed February 16, 1999. (file no. 000-11250).(3)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 14, 2001. (file no. 000-11250).(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. (file no. 000-11250).(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. 28




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DIONEX CORPORATION
(Registrant)Date: May 8, 2009By:
    /s/ Craig A. McCollamCraig A. McCollamSenior Vice President and Chief Financial Officer
(Signing as Principal Financial and
Accounting Officer, and as
Authorized Signatory of Registrant) 29




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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
 30