##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



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FORM 10-Q



|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2002
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

OR



|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934Commission File Number 0-11250
|----- | ----------------------------------------------------------------------------------------------------------------------

DIONEX CORPORATION

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(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-2647429                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
|1228 Titan Way, Sunnyvale, California                          |  | 94086                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code (408) 737-0700

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES   [X]          NO   [   ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of November 8, 2002:

|             |  |                 
|------------ |  | ----------------
|CLASS        |  | NUMBER OF SHARES
|             |  |                 
|Common Stock |  | 21,196,341      

Page 1 of 21





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TABLE OF CONTENTS



|                           |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                           |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                           |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                           | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                           | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                          
|                           | ITEM 4. CONTROL AND PROCEDURES                                                               
|PART II. OTHER INFORMATION
|                           | Item 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                
|EXHIBIT INDEX             
|EXHIBIT 99.1              



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##### Table of Contents



DIONEX CORPORATION
INDEX

|                              |  |                                                                                       |       |  |                                                                                                        |  |      |     | 
|----------------------------- |  | ------------------------------------------------------------------------------------- | ----- |  | ------------------------------------------------------------------------------------------------------ |  | ---- | --- | 
|                              |  |                                                                                       |       |  |                                                                                                        |  | Page
|                              |  |                                                                                       |       |  |                                                                                                        |  |     
|PART I. FINANCIAL INFORMATION
|                             
|ITEM 1.                       |  | FINANCIAL STATEMENTS                                                                  |       |  |                                                                                                        | 
|                             
|                              |  |                                                                                       |       |  | CONDENSED CONSOLIDATED BALANCE SHEETS as of
September 30, 2002 and June 30, 2002                       |  |      | 3   | 
|                             
|                              |  |                                                                                       |       |  | CONDENSED CONSOLIDATED STATEMENTS OF INCOME for
the Three Months Ended September 30, 2002
and 2001     |  |      | 4   | 
|                             
|                              |  |                                                                                       |       |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the Three Months Ended September 30, 2002
and 2001 |  |      | 5   | 
|                             
|                              |  |                                                                                       |       |  | NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS                                                   |  |      | 6-9 | 
|                             
|ITEM 2.                       |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |       |  | 10-15                                                                                                  | 
|                             
|ITEM 3.                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS                           |       |  | 15                                                                                                     | 
|                             
|ITEM 4.                       |  | CONTROLS AND PROCEDURES                                                               |       |  | 15                                                                                                     | 
|                             
|PART II. OTHER INFORMATION   
|                             
|ITEM 6.                       |  | EXHIBITS AND REPORTS ON FORM 8-K                                                      |       |  | 16                                                                                                     | 
|                             
|SIGNATURES                    |  |                                                                                       | 16-20 | 
|                             
|EXHIBITS                      |  |                                                                                       | 21-24 | 

2



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##### Table of Contents






DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)



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|                                     |                                                                                                                                                                                |   |                            |        |               |         |          |        |   |         | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | -------------------------- | ------ | ------------- | ------- | -------- | ------ | - | ------- | 
|                                     |                                                                                                                                                                                |   |                            |        | September 30, |         | June 30,
|                                     |                                                                                                                                                                                |   |                            |        | 2002          |         | 2002    
|                                     |                                                                                                                                                                                |   |                            |        |               |         |         
|                                     |                                                                                                                                                                                |   |                            |        | (unaudited)   |         |          |        |  
|ASSETS                              
|Current assets:                      |                                                                                                                                                                                |   |                            |        |               |         |          |       
|                                     | Cash and cash equivalents (including invested
cash of $22,607 at September 30, 2002 and
$12,877 at June 30, 2002)                                                              |   | $                          | 32,421 |               |         | $        | 22,169 |  
|                                     | Marketable equity securities                                                                                                                                                   |   |                            | 1,603  |               |         |          | 2,281  |  
|                                     | Accounts receivable (net of allowance for
doubtful accounts of $985 at September 30, 2002
and $989 at June 30, 2002)                                                           |   |                            | 39,880 |               |         |          | 45,139 |  
|                                     | Inventories                                                                                                                                                                    |   |                            | 24,317 |               |         |          | 22,410 |  
|                                     | Deferred tax assets                                                                                                                                                            |   |                            | 8,868  |               |         |          | 7,756  |  
|                                     | Prepaid expenses and other                                                                                                                                                     |   |                            | 2,227  |               |         |          | 2,634  |  
|                                     |                                                                                                                                                                                |   |                            |        |               |         |          |       
|                                     |                                                                                                                                                                                |   | Total current assets       |        |               | 109,316 |          |        |   | 102,389 | 
|Property, plant and equipment, net   |                                                                                                                                                                                |   | 44,165                     |        |               |         | 44,895   |       
|Goodwill, net                        |                                                                                                                                                                                |   | 21,258                     |        |               |         | 19,549   |       
|Intangible assets, net               |                                                                                                                                                                                |   | 5,199                      |        |               |         | 5,506    |       
|Other assets                         |                                                                                                                                                                                |   | 8,771                      |        |               |         | 8,379    |       
|                                     |                                                                                                                                                                                |   |                            |        |               |         |          |       
|                                     |                                                                                                                                                                                | $ | 188,709                    |        |               | $       | 180,718  |       
|                                     |                                                                                                                                                                                |   |                            |        |               |         |          |       
|LIABILITIES AND STOCKHOLDERS EQUITY
|Current liabilities:                 |                                                                                                                                                                                |   |                            |        |               |         |          |       
|                                     | Notes payable to banks                                                                                                                                                         |   | $                          | 2,217  |               |         | $        | 2,503  |  
|                                     | Accounts payable                                                                                                                                                               |   |                            | 6,698  |               |         |          | 5,227  |  
|                                     | Accrued liabilities                                                                                                                                                            |   |                            | 22,150 |               |         |          | 24,770 |  
|                                     | Income taxes payable                                                                                                                                                           |   |                            | 7,969  |               |         |          | 4,902  |  
|                                     | Accrued product warranty                                                                                                                                                       |   |                            | 2,845  |               |         |          | 2,912  |  
|                                     |                                                                                                                                                                                |   |                            |        |               |         |          |       
|                                     |                                                                                                                                                                                |   | Total current liabilities  |        |               | 41,879  |          |        |   | 40,314  | 
|Deferred taxes and other liabilities |                                                                                                                                                                                |   | 8,859                      |        |               |         | 7,695    |       
|Long-term debt                       |                                                                                                                                                                                |   | 862                        |        |               |         | 1,002    |       
|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: 21,129,031 shares at
September 30, 2002 and 21,089,372 shares
at June 30, 2002) |   |                            | 68,884 |               |         |          | 67,626 |  
|                                     | Retained earnings                                                                                                                                                              |   |                            | 71,900 |               |         |          | 67,439 |  
|                                     | Accumulated other comprehensive loss                                                                                                                                           |   |                            | (3,675 | )             |         |          | (3,358 | )
|                                     |                                                                                                                                                                                |   |                            |        |               |         |          |       
|                                     |                                                                                                                                                                                |   | Total stockholders equity |        |               | 137,109 |          |        |   | 131,707 | 
|                                     |                                                                                                                                                                                |   |                            |        |               |         |          |       
|                                     |                                                                                                                                                                                | $ | 188,709                    |        |               | $       | 180,718  |       
|                                     |                                                                                                                                                                                |   |                            |        |               |         |          |       

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(In thousands, except per share amounts)



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|                                            |                                     |                          |        |        |               |   |        |        |        |  | 
|------------------------------------------- | ----------------------------------- | ------------------------ | ------ | ------ | ------------- | - | ------ | ------ | ------ |  | 
|                                            |                                     |                          |        |        | September 30,
|                                            |                                     |                          |        |        |              
|                                            |                                     |                          |        |        | 2002          |   | 2001  
|                                            |                                     |                          |        |        |               |   |       
|                                            |                                     |                          |        |        | (unaudited)  
|Net sales                                   |                                     | $                        | 47,272 |        |               | $ | 42,067 |       
|Cost of sales                               |                                     |                          | 16,951 |        |               |   | 15,316 |       
|                                            |                                     |                          |        |        |               |   |        |       
|Gross profit                                |                                     |                          | 30,321 |        |               |   | 26,751 |       
|                                            |                                     |                          |        |        |               |   |        |       
|Operating expenses:                         |                                     |                          |        |        |               |   |        |       
|                                            | Selling, general and administrative |                          |        | 17,085 |               |   |        | 15,571 |       
|                                            | Research and product development    |                          |        | 3,906  |               |   |        | 3,945  |       
|                                            |                                     |                          |        |        |               |   |        |       
|                                            |                                     | Total operating expenses |        |        | 20,991        |   |        |        | 19,516 | 
|                                            |                                     |                          |        |        |               |   |        |       
|Operating income                            |                                     |                          | 9,330  |        |               |   | 7,235  |       
|Interest income                             |                                     |                          | 85     |        |               |   | 155    |       
|Interest expense                            |                                     |                          | (68    | )      |               |   | (52    | )     
|Other income                                |                                     |                          |       |        |               |   | 599    |       
|                                            |                                     |                          |        |        |               |   |        |       
|Income before taxes                         |                                     |                          | 9,347  |        |               |   | 7,937  |       
|Taxes on income                             |                                     |                          | 3,038  |        |               |   | 2,580  |       
|                                            |                                     |                          |        |        |               |   |        |       
|                                            |                                     | Net income               |        | $      | 6,309         |   |        | $      | 5,357  | 
|                                            |                                     |                          |        |        |               |   |        |       
|Basic earnings per share                    |                                     | $                        | 0.30   |        |               | $ | 0.24   |       
|                                            |                                     |                          |        |        |               |   |        |       
|Diluted earnings per share                  |                                     | $                        | 0.29   |        |               | $ | 0.24   |       
|                                            |                                     |                          |        |        |               |   |        |       
|Shares used in computing per share amounts: |                                     |                          |        |        |               |   |        |       
|                                            | Basic                               |                          |        | 21,122 |               |   |        | 22,138 |       
|                                            |                                     |                          |        |        |               |   |        |       
|                                            | Diluted                             |                          |        | 21,545 |               |   |        | 22,704 |       
|                                            |                                     |                          |        |        |               |   |        |       

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(In thousands)



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|                                                                                  |                                             |                                   |        |               |        |      |        |        |        |  
|--------------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------- | ------ | ------------- | ------ | ---- | ------ | ------ | ------ | -
|                                                                                  |                                             |                                   |        | September 30,
|                                                                                  |                                             |                                   |        |              
|                                                                                  |                                             |                                   |        | 2002          |        | 2001
|                                                                                  |                                             |                                   |        |               |        |     
|                                                                                  |                                             |                                   |        | (unaudited)  
|Cash flows from operating activities:                                             |                                             |                                   |        |               |        |      |        |       
|Net income                                                                        |                                             | $                                 | 6,309  |               |        | $    | 5,357  |       
|Adjustments to reconcile net income to net cash
provided by operating activities: |                                             |                                   |        |               |        |      |        |       
|                                                                                  | Depreciation and amortization               |                                   |        | 1,372         |        |      |        | 1,954  |       
|                                                                                  | Gain on sale of marketable securities       |                                   |        |              |        |      |        | (599   | )     
|                                                                                  | Tax benefit related to stock option plans   |                                   |        |              |        |      |        | 274    |       
|                                                                                  | Deferred taxes                              |                                   |        | (1,531        | )      |      |        | (480   | )     
|                                                                                  | Changes in assets and liabilities:          |                                   |        |               |        |      |        |        |       
|                                                                                  |                                             | Accounts receivable               |        |               | 5,097  |      |        |        | 3,725  |  
|                                                                                  |                                             | Inventories                       |        |               | (1,842 | )    |        |        | 285    |  
|                                                                                  |                                             | Prepaid expenses and other assets |        |               | (174   | )    |        |        | 307    |  
|                                                                                  |                                             | Accounts payable                  |        |               | 1,492  |      |        |        | (1,329 | )
|                                                                                  |                                             | Accrued liabilities               |        |               | (2,786 | )    |        |        | (1,542 | )
|                                                                                  |                                             | Income taxes payable              |        |               | 3,275  |      |        |        | 2,047  |  
|                                                                                  |                                             | Accrued product warranty          |        |               | (69    | )    |        |        | (120   | )
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Net cash provided by operating activities                                         |                                             |                                   | 11,143 |               |        |      | 9,879  |       
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Cash flows from investing activities:                                             |                                             |                                   |        |               |        |      |        |       
|                                                                                  | Proceeds from sale of marketable securities |                                   |        |              |        |      |        | 890    |       
|                                                                                  | Purchase of property, plant and equipment   |                                   |        | (438          | )      |      |        | (2,401 | )     
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Net cash used for investing activities                                            |                                             |                                   | (438   | )             |        |      | (1,511 | )     
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Cash flows from financing activities:                                             |                                             |                                   |        |               |        |      |        |       
|                                                                                  | Net change in notes payable to banks        |                                   |        | (262          | )      |      |        | 1,219  |       
|                                                                                  | Principal payments on long-term debt        |                                   |        | (116          | )      |      |        | (123   | )     
|                                                                                  | Sale of common stock                        |                                   |        | 1,520         |        |      |        | 998    |       
|                                                                                  | Repurchase of common stock                  |                                   |        | (2,110        | )      |      |        | (6,444 | )     
|                                                                                  | Other                                       |                                   |        |              |        |      |        | 1      |       
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Net cash provided by (used for) financing activities                              |                                             |                                   | (968   | )             |        |      | (4,349 | )     
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Effect of exchange rate changes on cash                                           |                                             |                                   | 515    |               |        |      | (151   | )     
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Net increase in cash and equivalents                                              |                                             |                                   | 10,252 |               |        |      | 3,868  |       
|Cash and equivalents, beginning of period                                         |                                             |                                   | 22,169 |               |        |      | 17,311 |       
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Cash and equivalents, end of period                                               |                                             | $                                 | 32,421 |               |        | $    | 21,179 |       
|                                                                                  |                                             |                                   |        |               |        |      |        |       
|Supplemental disclosures of cash flow information:                                |                                             |                                   |        |               |        |      |        |       
|                                                                                  | Income taxes paid                           |                                   | $      | 1,048         |        |      | $      | 376    |       
|                                                                                  | Interest paid                               |                                   | $      | 52            |        |      | $      | 55     |       

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



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1. Basis of Presentation

The condensed consolidated financial statements included herein have been
prepared by Dionex Corporation (the Company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements
and the notes thereto included in the Companys Annual Report to Stockholders
for the fiscal year ended June 30, 2002.

The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) that
are, in the opinion of management, necessary to state fairly the results for
the periods presented. The results for such periods are not necessarily
indicative of the results to be expected for the entire fiscal year ending June
30, 2003.

2. Acquisition

On October 17, 2000, the Company purchased all of the issued and
outstanding shares of LC Packing Nederland B.V. and LC Packings (U.S.A.), Inc.
(collectively referred to as LC Packings) for a purchase price of $12.4
million, including acquisition costs. In addition, the shareholders of LC
Packings have the right to receive additional contingent purchase
consideration, to be paid in varying amounts at the end of calendar years 2000
through 2004, in the event LC Packings achieves certain revenue goals. If the
entire additional contingent purchase consideration is achieved, the
shareholders of LC Packings will be paid an additional amount not to exceed $13
million. At September 30, 2002, $11.0 million of the additional contingent
purchase consideration had been earned and has been recorded as goodwill.

6



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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



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3. New Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board issued SFAS No.
144, Impairment on Disposal of Long-Lived Assets, effective for fiscal years
beginning after December 31, 2001. Under the new rules, the criteria required
for classifying an asset as held-for-sale have been significantly changed.
Assets held-for-sale are stated at the lower of their fair values or carrying
amounts, and depreciation is no longer recognized. In addition, the expected
future operating losses from discontinued operations will be displayed in
discontinued operations in the period in which the losses are incurred rather
than as of the measurement date. More dispositions will qualify for
discontinued operations treatment in the income statement under the new rules.
The Company has determined that adoption of this standard will not have a
material impact on its consolidated financial statements.

4. Inventories

Inventories consist of (in thousands):

|                                |  |               |        |          |  |   |        | 
|------------------------------- |  | ------------- | ------ | -------- |  | - | ------ | 
|                                |  | September 30, |        | June 30,
|                                |  | 2002          |        | 2002    
|                                |  |               |        |         
|Finished goods                  |  | $             | 11,018 |          |  | $ | 9,127  | 
|Work in process                 |  |               | 4,026  |          |  |   | 3,643  | 
|Raw materials and subassemblies |  |               | 9,273  |          |  |   | 9,640  | 
|                                |  |               |        |          |  |   |        | 
|                                |  | $             | 24,317 |          |  | $ | 22,410 | 
|                                |  |               |        |          |  |   |        | 

5. Income Taxes

The effective income tax rate for the first three months of fiscal 2003
was 32.5%, unchanged from the same period in fiscal 2002.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



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6. Comprehensive Income

Components of comprehensive income include net income, foreign currency
translation adjustments and unrealized gain (loss) on equity securities
available for sale. As such, Accumulated Other Comprehensive Loss in the
Condensed Consolidated Balance Sheets represents cumulative foreign currency
translation adjustments and unrealized gain (loss) on equity securities
available for sale. Comprehensive income was $5,992,000 and $7,211,000 for the
three months ended September 30, 2002 and 2001, respectively.

7. Net Income Per Share

Basic earnings per share excludes dilution and is computed by dividing net
income by the weighted average of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution from securities and
other contracts that are exercisable or convertible into common stock. Diluted
earnings per share is computed by dividing net income by the weighted average
number of common shares that would have been outstanding during the period
assuming the issuance of common shares for all dilutive potential common shares
outstanding using the treasury stock method. The difference between the number
of shares outstanding for basic and diluted earnings per share is due to stock
options outstanding during the periods presented. For the quarters ended
September 30, 2002 and 2001, there were 1,146,146 and 1,170,755 shares,
respectively, excluded from the computation of calculating earnings per share
because they were anti-dilutive.

8. Common Stock Repurchases

During the first three months of fiscal 2003, the Company repurchased
82,500 shares of its common stock on the open market, compared with 226,200
shares repurchased in the first three months of the previous fiscal year.
During all of fiscal 2002, the Company repurchased 1,333,870 shares.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



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9. Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the three months ended
September 30, 2002 are as follows:

|                                    |  |       |        |  
|----------------------------------- |  | ----- | ------ | -
|                                    |  | Total
|                                    |  |      
|Balance as of July 1, 2002          |  | $     | 19,549 |  
|Goodwill acquired during the period |  |       | 1,728  |  
|Translation adjustments and other   |  |       | (19    | )
|                                    |  |       |        |  
|Balance as of September 30, 2002    |  | $     | 21,258 |  
|                                    |  |       |        |  

Information regarding the Companys other intangible assets follows (in
thousands):

|                       |  |                          |       |                     |  |     |        |        |  |              |       |             |  |   |       |  |  |   |        |   |  |   |       | 
|---------------------- |  | ------------------------ | ----- | ------------------- |  | --- | ------ | ------ |  | ------------ | ----- | ----------- |  | - | ----- |  |  | - | ------ | - |  | - | ----- | 
|                       |  | As of September 30, 2002 |       | As of June 30, 2002
|                       |  |                          |       |                    
|                       |  | Carrying                 |       | Accumulated         |  |     |        |        |  | Carrying     |       | Accumulated |  |   |       | 
|                       |  | Amount                   |       | Amortization        |  | Net |        | Amount |  | Amortization |       | Net        
|                       |  |                          |       |                     |  |     |        |        |  |              |       |            
|Patents and
Trademarks |  | $                        | 379   |                     |  | $   | (375   | )      |  | $            | 4     |             |  | $ | 379   |  |  | $ | (375   | ) |  | $ | 4     | 
|Development
Technology |  |                          | 8,656 |                     |  |     | (3,461 | )      |  |              | 5,195 |             |  |   | 8,651 |  |  |   | (3,149 | ) |  |   | 5,502 | 
|                       |  |                          |       |                     |  |     |        |        |  |              |       |             |  |   |       |  |  |   |        |   |  |   |       | 
|Total                  |  | $                        | 9,035 |                     |  | $   | (3,836 | )      |  | $            | 5,199 |             |  | $ | 9,030 |  |  | $ | (3,524 | ) |  | $ | 5,506 | 
|                       |  |                          |       |                     |  |     |        |        |  |              |       |             |  |   |       |  |  |   |        |   |  |   |       | 

Amortization expense of other intangible assets was $309,000
and $406,000 in the three months ended September 30, 2002 and 2001,
respectively. The estimated amortization for each of the five fiscal years
subsequent to June 30, 2002 is as follows:

|                    |  |  |                      |       | 
|------------------- |  |  | -------------------- | ----- | 
|Year Ended June 30, |  |  | Amortization Expense
|                    |  |  |                     
|2003                |  |  | $                    | 1,236 | 
|2004                |  |  |                      | 1,236 | 
|2005                |  |  |                      | 1,236 | 
|2006                |  |  |                      | 871   | 
|2007                |  |  |                      | 714   | 
|                    |  |  |                      |       | 
|                    |  |  | $                    | 5,293 | 
|                    |  |  |                      |       | 

9



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##### Table of Contents



DIONEX CORPORATION




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

Results of Operations  Three Months Ended September 30, 2002
and 2001

Net sales for the first quarter of fiscal 2003 were $47.3 million, an increase
of 12% over the $42.1 million reported for the same period last year. Sales
increased over the prior year period in our North American market by 8% and in
our Japanese market by 4%. Sales in Europe increased 18% in reported dollars
and were up 8% in local currency. Overall, currency fluctuations increased
sales by approximately 4% for the current quarter.

Gross margin for the first quarter of fiscal 2003 was 64.1%, up from the 63.6%
reported for the same period last year. Gross margin was higher primarily due
to the favorable effect of currency fluctuations and to a lesser extent due to
slightly lower manufacturing costs.

Operating expenses of $21.0 million for the first quarter of fiscal 2002 were
up $1.5 million, or 8%, from the $19.5 million reported in the same quarter
last year. As a percentage of sales, operating expenses were 44%, lower than
the 46% reported for the first quarter last year. Selling, general and
administrative expenses increased $1.5 million, or 10%, to $17.1 million in the
first quarter of fiscal 2002. The increase was due to additional international
selling costs and the effect of currency fluctuations.

Research and product development (R&D) costs of $3.9 million for the first
quarter of fiscal 2003 were essentially flat compared to the same period last
year. The level of R&D spending varies depending on both the breadth of the
Companys R&D efforts and the stage of specific product development.

Other income was $0.6 million in the first quarter of last year resulting from
the sale of marketable equity securities during the quarter. There was no sale
of marketable equity securities in the first quarter of fiscal 2003.

The effective tax rate for the first quarter of fiscal 2003 remains at 32.5%,
unchanged from the first quarter a year ago. Consistency in the tax rates
reflects expected stability in the mix of taxable income among the various tax
jurisdictions in which the Company does business.

Net income in the first quarter of fiscal 2003 was $6.3 million or 13.3% of
sales, compared with $5.4 million or 12.7% of sales reported for the same
period last year. Diluted earnings per share for the first three months of
fiscal 2003 were $.29, an increase of 21%, compared with $.24 in the same
period last year.

10



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##### Table of Contents



Liquidity and Capital Resources

At September 30, 2002, the Company had cash and cash equivalents of $32.4
million. The Companys working capital was $67.4 million, an increase from the
working capital of $62.1 million reported at June 30, 2002. Cash generated by
operating activities for the three months ended September 30, 2002 was $11.1
million compared with $9.9 million for the same period last year. The increase
in operating cash flow was primarily due to an increase in net income, accounts
payable and income taxes payable, as well as, a reduction in accounts
receivable.

Cash used for investing activities was $0.4 million and $1.5 million in the
first three months of fiscal 2003 and 2002, respectively. Capital expenditures
during the first three months of fiscal 2003 were $0.4 million as compared with
capital expenditures of $2.4 million for the same period in fiscal 2002. The
expenditures during the first quarter of fiscal 2002 included $1.1 million
related to an expansion of a manufacturing site in Germering, Germany.

Cash used for financing activities was $1.0 million and $4.3 million for the
first three months of fiscal 2003 and 2002, respectively. The decrease was
primarily attributable to the repurchase of common stock for $2.1 million in
fiscal 2003, compared with $6.4 million in fiscal 2002.

At September 30, 2002, the Company has utilized $3.1 million of the Companys
$35.1 million in committed bank lines of credit, mainly due to borrowings
related to the Companys Japanese operations. The Company believes that its
cash flow from operations, current cash and cash investments and the remaining
$32.0 million of bank lines of credit will be adequate to meet its cash
requirements for fiscal 2003 and the foreseeable future.

11



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Forward-looking statements

Except for historical information contained herein, the above discussion and
the letter to shareholders contains forward-looking statements within the
meaning of Section 27A of the Securities Act of
1933, as amended, Section 21E of the Securities and Exchange Act of
1934, as amended and the Private Securities Litigation Reform Act of 1995, and
are made under the safe harbor provisions thereof. Such statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those discussed here. Such risk and uncertainties include:
general economic conditions, foreign currency fluctuations, competition from
other products, existing product obsolescence, fluctuation in worldwide demand
for analytical instrumentation, new product development, including market
receptiveness, the ability to manufacture products on an efficient and timely
basis and at a reasonable cost and in sufficient volume, the ability to attract
and retain talented employees and other risks as described in more detail in
the Companys Form 10-K for the year ended June 30, 2002. Readers are
cautioned not to place undue reliance on these forward-looking statements which
reflect managements analysis only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any revision to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Critical Accounting Policies and Estimates

Summary:

The preparation of consolidated financial statements requires the Company to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company evaluates its estimates on an on-going
basis, including those related to revenue recognition, product returns and
allowances, bad debts, inventory valuation, equity investments, goodwill and
intangible assets, income taxes, warranty and installation provisions, and
contingencies.

The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. The Company believes the
following critical accounting policies affect its more significant judgments
and estimates used in the preparation of its consolidated financial statements.

12



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##### Table of Contents



Revenue Recognition Policy

The Company derives revenue from the sale of products and from services
rendered to our customers, including installation, training and maintenance.
Generally, our products contain embedded software that is essential to their
functionality.

Revenue is recognized in accordance with SAB No. 101 and Statement of Position
97-2, Software Revenue Recognition, (SOP 97-2) when persuasive evidence of an
arrangement exists, the product has been delivered, the price is fixed or
determinable, collection is probable and vendor specific objective evidence
exists to allocate revenue to the various elements of the arrangement. Vendor
specific objective evidence is based on the price charged when an element is
sold separately or, if not yet sold separately, when the price is established
by authorized management. Delivery is generally considered to have occurred
when shipped.

Equipment is sold our direct sales force and through distributors and
resellers. Sales through distributors and resellers are recognized as revenue
upon sale to the distributor or reseller as these sales are considered to be
final and no right of return or price protection exists. Customer acceptance
is generally limited to performance under our published product specifications.
When additional customer acceptance conditions apply, all revenue related to
the sale is deferred until acceptance is obtained. Our equipment typically
includes a one-year warranty. The estimated cost of product warranty claims is
accrued at the time the sale is recognized, based on historical experience.

Installation and training services are not considered to be essential to the
functionality of our products, and revenue related to these items is recognized
when the services are completed. Maintenance fees are recognized ratably over
the period of the related maintenance contract. Maintenance consists of
product repair services, unspecified software upgrades and telephone support.

Loss Provisions on Accounts Receivable and Inventory

The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. We assess collectibility based on a number of factors including, but
not limited to, past transaction history with the customer, the
credit-worthiness of the customer, independent credit reports, industry trends
and the macro-economic environment. Sales returns and allowances are estimates
of future product returns related to current period revenue. Material
differences may result in the amount and timing of our revenue for any period.
Historically, the Company has not experienced significant bad debt losses.

13



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The Company values all of its inventories at the lower of standard cost (which
approximates cost on a first-in, first-out basis) or market. The Company
estimates revisions to its inventory valuations based on technical
obsolescence, historical demand, projections of future demand, and industry and
market conditions. If actual future demand or market conditions are less
favorable than those projected by management, additional valuation provisions
may be required. If demand or market conditions are more favorable, then
higher margins could be realized to the extent inventory is sold which had
previously been written down.

Long-Lived Assets, Intangible Assets with Finite Lives and Goodwill

We assess the impairment of identifiable intangibles, long-lived assets with
finite lives and related goodwill whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. Factors we consider
important that could trigger an impairment review include but are not limited
to the following:



| |  |  | significant underperformance relative to expected historical or
projected future operating results;                                                                                                 
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | significant negative industry or economic trends;                                                                                                                                                   
|
| |  |  | significant changes or developments in strategic technological
collaborations or legal matters that affect the Companys capitalized
patent, trademark and intellectual properties such as licenses.

When we determine that the carrying value of intangibles, long-lived assets and
related goodwill may not be recoverable based upon the existence of one or more
of the above indicators, we measure any impairment based on a projected
discounted cash flow method using a discount rate determined by our management
to be commensurate with the risk inherent in our current business model. As of
July 1, 2001, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets and as a result, we
ceased to amortize approximately $13.2 million of goodwill at June 30, 2001.
In lieu of amortization, we are required to perform an initial impairment
review of our goodwill in fiscal 2002 and an annual impairment review
thereafter. We completed our initial review during the first half of fiscal
2002 and no impairment was necessary.

Warranty

Product warranties are recorded at the time revenue is recognized for certain
product shipments. While the Company engages in extensive product quality
programs and processes, our warranty obligation is affected by product failure
rates, material usage and service costs incurred in correcting a product
failure. Should actual product failure rates, material usage or service costs
differ from our previous estimates, revisions to the estimated warranty
liability would be required.

14



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##### Table of Contents



Income Taxes

As part of the process of preparing our consolidated financial statements we
are required to estimate our income taxes in each of the jurisdictions in which
we operate. This process involves us estimating our actual current tax exposure
together with assessing temporary differences resulting from differing
treatment of items, such as depreciation, amortization, and inventory reserves,
for tax and accounting purposes. These differences result in deferred tax
assets and liabilities, which are included within our consolidated balance
sheets. We must then assess the likelihood that our deferred tax assets will be
recovered from future taxable income and to the extent we believe that recovery
is not likely, we must establish a valuation allowance. In the event that
actual results differ from these estimates, we may need to establish a
valuation allowance that could materially impact our financial position and
results of operations.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS

The Company is exposed to financial market risks, including changes in foreign
currency rates, interest rates and marketable equity securities.

For a detailed analysis of these market risks see the discussion in the
Companys Annual Report to Stockholders for the year ended June 30, 2002 and
the Companys Form 10-K for the year ended June 30, 2002 filed with the
Securities and Exchange Commission.

There have been no material changes to these financial market risks since June
30, 2002.




ITEM 4. CONTROL AND PROCEDURES



|(a) |  | Evaluation of disclosure controls and procedures. Based on their
evaluation as of a date within 90 days of the filing date of this
Quarterly Report on Form 10-Q, the Companys chief executive officer and
chief financial officer have concluded that the Companys disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under
the Securities Exchange Act of 1934 (the Exchange Act)) are effective to
ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities
and Exchange Commission rules and forms.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Changes in internal controls. There were no significant changes in the
Companys internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation. There
were no significant deficiencies or material weaknesses, and therefore
there were no corrective actions taken.                                                                                                                                                                                                                                                                                                                                                                    

15



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##### Table of Contents






PART II. OTHER INFORMATION




Item 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits
| | --- |  | --------



| | 99.1 |  | Certification of Chief Executive Officer
and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | Reports on Form 8-K.                                                                         
| | --- |  | ---------------------------------------------------------------------------------------------
|
| |     |  | The Company did not file any reports on Form 8-K during
the quarter ended September 30, 2002.




SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

|      |  |                  |  |                    |  |                                                                     
|----- |  | ---------------- |  | ------------------ |  | --------------------------------------------------------------------
|      |  |                  |  | DIONEX CORPORATION
|      |  |                  |  |                    |  |                                                                     
|Date: |  | November 8, 2002 |  | By:                |  | /s/   Lukas Braunschweiler                                          
|      |  |                  |  |                    |  |                                                                     
|      |  |                  |  |                    |  | Lukas Braunschweiler
President, Chief Executive
Officer and Director
|      |  |                  |  |                    |  |                                                                     
|      |  |                  |  | By:                |  | /s/   Craig A. McCollam                                             
|      |  |                  |  |                    |  |                                                                     
|      |  |                  |  |                    |  | Craig A. McCollam
Vice President, Finance and
Administration        

16



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##### Table of Contents



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Lukas Braunschweiler, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Dionex
Corporation;                                                                                                                                                                                                                                                     
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;                   
|
| | 4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the Evaluation
Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;                                                                                                                        

17



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##### Table of Contents





| | 5. |  | The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons
performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and
report financial data and have identified for the
registrants auditors any material weaknesses in
internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 8, 2002



|/s/   Lukas BraunschweilerLukas Braunschweiler
President, Chief Executive Officer and Director | 
|---------------------------------------------------------------------------------------------- | 

18



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##### Table of Contents



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Craig A. McCollam, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Dionex
Corporation;                                                                                                                                                                                                                                                     
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;                   
|
| | 4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the Evaluation
Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;                                                                                                                        

19



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##### Table of Contents





| | 5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing the
equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and
report financial data and have identified for the
registrants auditors any material weaknesses in
internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants internal controls; and                                                                                                                                        



| | 6. |  | The registrants other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 8, 2002



|/s/   Craig A. McCollamCraig A. McCollam
Vice President and Chief Financial Officer | 
|----------------------------------------------------------------------------------- | 

20



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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                              
|Number  |  | Description                                                                                                                                                                  
|        |  |                                                                                                                                                                              
|99.1    |  | Certification of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.