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 September 30, 2008March 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
(Exact Name of Registrant as Specified in its Charter)
   
Delaware 94-2647429
   
(State or other jurisdiction of(I.R.S. Employer

incorporation or organization)
 (I.R.S. Employer
Identification No.)
   
1228 Titan Way, Sunnyvale, California 94085
   
(Address of principal executive offices) (Zip Code)
(408) 737-0700
(Registrant’s Telephone Number, including Area Code)
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. YESþ NOo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES o NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerþAccelerated filer o Accelerated
Non-accelerated filero
Non-accelerated fileroSmaller reporting companyo

(Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YESo NOþ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 06, 2008:May 7, 2009:
   
CLASS NUMBER OF SHARES
Common Stock 17,965,67517,683,486
 
 

 


 

DIONEX CORPORATION
INDEX
   
  Page (s)
  
 2
 2
3
 34
5
 4
6
 57
 14
17
 1823
 19
23
  
 19
24
 2227
 24
28
 2629
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

2


Part I. Financial Information
Item 1. Financial Statements
DIONEX CORPORATION
DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)
         
  September 30,  June 30, 
  2008  2008 
ASSETS        
Current assets:        
Cash and cash equivalents $63,048  $75,624 
Short-term investments  2,786   77 
Accounts receivable (net of allowance for doubtful accounts of $470 at September 30, 2008 and $524 at June 30, 2008)  69,102   74,436 
Inventories  32,274   31,627 
Deferred taxes  11,507   11,534 
Prepaid expenses and other  12,962   13,742 
       
Total current assets  191,679   207,040 
Property, plant and equipment, net  70,779   72,335 
Goodwill  27,042   26,670 
Intangible assets, net  6,837   6,463 
Other assets  16,631   17,922 
       
  $312,968  $330,430 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Notes payable $25,074  $21,805 
Accounts payable  15,549   16,086 
Accrued liabilities  26,730   32,211 
Deferred revenue  20,628   21,352 
Income taxes payable  4,030   5,873 
Accrued product warranty  3,255   3,444 
       
Total current liabilities  95,266   100,771 
Deferred and other income taxes payable  23,529   27,013 
Other long-term liabilities  5,998   5,897 
Commitments 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: 17,961,767 shares at September 30, 2008 and 18,130,713 shares at June 30, 2008)  171,407   170,045 
Retained earnings  2,957   2,582 
Accumulated other comprehensive income  13,811   24,122 
       
Total stockholders’ equity  188,175   196,749 
       
  $312,968  $330,430 
       
See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
         
  Three Months Ended 
  September 30, 
  2008  2007 
Net sales $93,435  $82,423 
Cost of sales  30,724   28,696 
       
Gross profit  62,711   53,727 
       
Operating expenses:        
Selling, general and administrative  36,197   31,156 
Research and product development  7,029   6,601 
       
Total operating expenses  43,226   37,757 
       
Operating income  19,485   15,970 
Interest income  403   629 
Interest expense  (218)  (162)
Other income (expense), net  (613)  (751)
       
Income before taxes  19,057   15,686 
Taxes on income  7,241   5,536 
       
Net income $11,816  $10,150 
       
Basic earnings per share $0.65  $0.54 
       
Diluted earnings per share $0.64  $0.53 
       
Shares used in computing per share amounts:        
Basic  18,068   18,765 
Diluted  18,547   19,294 
         
  March 31,  June 30, 
  2009  2008 
ASSETS        
Current assets:        
Cash and cash equivalents $71,854  $75,624 
Short-term investments  561   77 
Accounts receivable (net of allowance for doubtful accounts of $526 at March 31, 2009 and $524 at June 30, 2008)  67,060   74,436 
Inventories  32,745   31,627 
Deferred taxes  11,073   11,534 
Prepaid expenses and other current assets  19,299   13,742 
       
Total current assets  202,592   207,040 
Property, plant and equipment, net  70,210   72,335 
Goodwill  28,007   26,670 
Intangible assets, net  8,745   6,463 
Other assets  16,178   17,922 
       
  $325,732  $330,430 
       
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Notes payable $12,896  $21,805 
Accounts payable  16,010   16,086 
Accrued liabilities  28,513   32,211 
Deferred revenue  21,904   21,352 
Income taxes payable  6,663   5,873 
Accrued product warranty  2,874   3,444 
       
Total current liabilities  88,860   100,771 
Deferred and other income taxes payable  23,079   27,013 
Other long-term liabilities  6,485   5,897 
Commitments 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   170,045 
Retained earnings  21,778   2,582 
Accumulated other comprehensive income  7,858   24,122 
       
Total stockholders’ equity  207,308   196,749 
       
  $325,732  $330,430 
       
See notes to condensed consolidated financial statements.

3


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

4


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

5


DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)
                
 Three Months Ended  Nine Months Ended 
 September 30,  March 31, 
 2008 2007  2009 2008 
Cash flows from operating activities:  
Net income $11,816 $10,150  $44,017 $38,574 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization 2,320 2,149  6,990 6,424 
Stock-based compensation 1,485 1,443  4,763 4,449 
Allowance for bad debts 43 47  164  (13)
Loss on disposal of fixed assets 34 9  226  406 
Tax benefit related to stock transactions  (111)  (487)  (1,377)  (2,021)
Deferred income taxes  (85) 238  134  (3,049)
Changes in assets and liabilities 
Changes in assets and liabilities: 
Accounts receivable 978 3,515  546  (815)
Inventories  (3,960)  (876)  (5,563) 1,338 
Prepaid expenses and other assets 591 1,606  193 2,620 
Prepaid income taxes  (3,339)  (1,857)
Accounts payable 110 143  738 580 
Accrued liabilities  (3,150)  (1,657) 52 2,938 
Deferred revenue 76  (438) 2,261 2,809 
Income taxes payable  (1,476)  (2,748) 971  (2,738)
Accrued product warranty 10  (28)  (244) 408 
          
Net cash provided by operating activities 8,681 13,066 
Net cash provided by operating activities: 50,532 50,053 
          
Cash flows from investing activities:  
Purchase of marketable securities  (2,713)    (568)  
Purchase of property, plant and equipment  (4,581)  (854)  (9,296)  (6,557)
Purchase of intangible assets   (1,572)   (2,071)
Purchase of business  (952)    (5,976) 543 
          
Net cash used for investing activities  (8,246)  (2,426)  (15,840)  (8,085)
          
Cash flows from financing activities:  
Net change in notes payable 3,265 18,012   (9,425) 17,656 
Proceeds from issuance of common stock 1,657 2,361  6,680 8,307 
Tax benefit related to stock transactions 111 487  1,377 2,021 
Repurchase of common stock  (13,332)  (18,587)  (30,013)  (55,441)
          
Net cash provided by (used for) financing activities  (8,299) 2,273 
Net cash used for financing activities  (31,381)  (27,457)
          
  
Effect of exchange rate changes on cash  (4,712) 1,726   (7,081) 2,584 
          
  
Net increase (decrease) in cash and cash equivalents  (12,576) 14,639   (3,770) 17,095 
Cash and cash equivalents, beginning of period 75,624 54,938  75,624 54,938 
          
Cash and cash equivalents, end of period $63,048 $69,577  $71,854 $72,033 
          
Supplemental disclosures of cash flow information:  
Income taxes paid $8,325 $7,721  $23,662 $19,974 
Interest expense paid 202 135  416 643 
Supplemental schedule of non-cash investing and financing activities:  
Accrued purchases of property, plant and equipment 526 328  536 339 
Accrued consideration of business purchase 592   657 191 
Elimination of equity investment associated with step-acquisition of business 760  
Elimination of equity interest associated with step-acquisition of business 760  
See notes to condensed consolidated financial statements

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DIONEX CORPORATION
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements included herein have been prepared by Dionex Corporation, 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. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008. Unless the context otherwise requires, the terms “Dionex,” “we,” “our” and “us” and words of similar import as used in these notes to condensed consolidated financial statements include Dionex Corporation and its consolidated subsidiaries.
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, 2009. Separate line item disclosure of the change in prepaid income taxes has been provided in the condensed consolidated statement of cash flows for the nine months ended March 31, 2008 to conform to the fiscal 2009 presentation. Net operating results have not been affected by this re-classification.
2. New Accounting Pronouncements
Recently Adopted Accounting Pronouncement.In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157,Fair Value Measurements(“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. FASB Staff Position 157-2,Effective Date of FASB Statement No. 157(“SFAS No. 157-2”),was further released in February 2008 to amend the effective date pertaining to nonfinancialnon-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until years beginning after November 15, 2008. Effective July 1, 2008, we adopted SFAS No. 157, except as it applies to the non-financial assets and non-financial liabilities subject to FASB Staff Position SFAS No. 157-2. Additional disclosures are provided in Note 15.
Recent Accounting Pronouncements Not Yet Adopted.In May 2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles(“SFAS No. 162”). SFAS No. 162, effective November 15, 2008, is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with accounting principles generally accepted in the United States of America for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Any effect of applying the provisions of SFAS No. 162 is to be reported as a change in accounting principles in accordance with SFAS No. 154,Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3. The Company will adoptadoption of SFAS No. 162 once it is effective and we are currently evaluating thehad no effect that the adoption will have on the Company’s consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted.In April 2008, the FASB released FASB Staff Position 142-3,Determination of the Useful Life of Intangible Assets(“SFAS No. 142-3”), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets(“SFAS No. 142”). The intent of the statement is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) and other U.S. generally accepted accounting principles. SFAS No. 142-3 is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, which will be the Company’s fiscal year beginning July 1, 2009. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 142-3 on the Company’s consolidated financial position, results of operations and cash flows.
In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities(“SFAS No. 161”). SFAS No. 161 enhances financial disclosure by requiring that objectives for using derivative instruments be described in terms of underlying risk and accounting designation in the form of tabular presentation, requiring transparency with respect to the entity’s

57


liquidity from using derivatives, and cross-referencing an entity’s derivative information within its financial footnotes. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008, which will be the Company’s fiscal year beginning July 1, 2009. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 161 on the Company’s consolidated financial position, results of operations and cash flows.
In December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations (“(“SFAS No. 141(R)”). SFAS No. 141(R) expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. SFAS No. 141(R) also requires that all assets, liabilities, contingent consideration and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, SFAS No. 141(R) requires that acquisition costs generally be expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period that impacts income tax expense. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (for Dionex, beginning with our fiscal 2010) with early adoption prohibited.prohibited, which will begin on July 1, 2009 for the Company. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on the Company’s consolidated financial position, results of operations and cash flows.
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities(“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (or “fair value option”) and to report in earnings unrealized gains and losses on those items for which the fair value option has been elected. SFAS No. 159 also requires entities to display the fair value of those assets and liabilities on the face of the balance sheet. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for us as of the first quarter of fiscal 2009. Currently, we have elected not to adopt the fair value option under this pronouncement.
In April 2009, the FASB issued FASB Staff Position (“FSP”), FAS 115-2 and FAS 124-2,Recognition and Presentation of Other-Than-Temporary Impairments, which provides operational guidance for determining other-than-temporary impairments (“OTTI”) for debt securities. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual periods ending after June 15, 2009. The Company is currently evaluating the potential impact, if any, of the application of FSP FAS 115-2 and FAS 124-2 on its consolidated financial position, results of operations and cash flows.
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial Instrumentsto require disclosures about fair value of financial instruments in interim period financial statements of publicly traded companies and in summarized financial information required by APB Opinion No. 28,Interim Financial Reporting. FSP FAS 107-1 and APB 28-1 are effective for interim and annual reporting periods ending after June 15, 2009. The Company is currently evaluating the potential impact, if any, of the application of FSP FAS 107-1 and APB 28-1 on its consolidated financial position, results of operations and cash flows.
In April 2009, the FASB issued FSP FAS 141(R)-1,Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which amends the guidance in SFAS No. 141(R) to require contingent assets acquired and liabilities assumed in a business combination to be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the measurement period. If fair value cannot be reasonably estimated during the measurement period, the contingent asset or liability would be recognized in accordance with SFAS No. 5,Accounting for Contingencies, and FASB Interpretation (FIN) No. 14,Reasonable Estimation of the Amount of a Loss. Further, this FSP eliminated the specific subsequent accounting guidance for contingent assets and liabilities from SFAS No. 141(R), without significantly revising the guidance in SFAS No. 141. However, contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination would still be initially and subsequently measured at fair value in accordance with SFAS No. 141(R). This FSP is effective for all business acquisitions occurring on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the potential impact, if any, of the adoption of FAS 141(R)-1 on the Company’s consolidated financial position, results of operations and cash flows.
3. Stock-Based Compensation
We account for our stock plans as required by SFAS No. 123 (Revised 2004),Share-Based Payment (“SFAS No. 123R”123(R)”). SFAS No. 123R123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. We have a stock-based compensation plan (Equity(“Equity Incentive Plan)Plan”) and an employee stock purchase plan (ESPP). Pursuant to the Equity Incentive Plan, we issue stock options and restricted stock units.

8


Generally, stock options granted to employees and non-employee directors fully vest four years from the grant date and have a term of ten years. We recognize stock-based compensation expense over the requisite service period of the individual grants, generally, equal to the vesting period.
Stock option activity under our plansplan during the threenine months ended September 30, 2008March 31, 2009 was as follows:
                 
          Weighted  
          Average  
      Weighted Remaining Aggregate
      Average Contractual Intrinsic
  Options Exercise Term Value
  Outstanding Price (Years) (in 000’s )
Balance at June 30, 2008  1,792,708  $47.20         
Options granted  199,250  $74.27         
Options exercised  (14,778) $40.74         
Options forfeited/cancelled/expired  (2,177) $56.15         
Balance at September 30, 2008  1,975,003  $49.97   6.35  $31,931 
Options vested and expected to vest at September 30, 2008  1,955,813  $49.78   6.32  $31,889 
Exercisable at September 30, 2008  1,285,533  $41.45   5.10  $29,092 
                 
          Weighted  
          Average  
      Weighted Remaining Aggregate
      Average Contractual Intrinsic
  Options Exercise Term Value
  Outstanding Price (Years) (in 000’s )
Balance at June 30, 2008  1,792,708  $47.20         
Options granted  204,250   73.59         
Options exercised  (162,086)  27.78         
Options forfeited/canceled/expired  (4,052)  57.23         
Balance at March 31, 2009  1,830,820   51.84   6.09  $7,424 
Options vested and expected to vest at March 31, 2009  1,817,461   51.71   6.07  $7,424 
Exercisable at March 31, 2009  1,266,240   44.92   5.07  $7,420 
The aggregate intrinsic values in the table above represent the total pretax intrinsic values based on our closing stock price of $63.55$47.25 at September 30, 2008,March 31, 2009, which would have been received by the option holders had all option holders exercised their options as of that date.
The total pre-tax intrinsic value of options exercised was $0.6$3.6 million and $4.5 million during the three and nine months ended September 30, 2008.March 31, 2009.

6


In August 2008, we granted a total of 15,000 restricted stock units to our nine executive Officers, excluding theour Chief Executive Officer. The fair value of each share on the grant date was $74.27. These restricted stock units vest over a five yearfive-year period. Additionally, in October 2008 we granted a total of 5,000 restricted stock units to our non-employee directors. The fair value of each share on the grant date was $46.47. These restricted stock units vest over a four-year period.
Under our ESPP, eligible employees are permitted to have salary withholdings to purchase shares of common stock at a price equal to 85% of the lower of the market value of the stock at the beginning or end of each six-month offer period, subject to certain annual limitations.
The stock-based compensation for the three and nine months ended September 30,March 31, 2009 and 2008 and 2007 was as follows (in thousands):
                        
 Three Months Ended  Three Months Ended Nine Months Ended 
 September 30,  March 31, March 31, 
 2008 2007  2009 2008 2009 2008 
Cost of sales $185 $131  $193 $163 $552 $445 
Selling, general and administrative expenses 864 927  973 986 2,948 2,875 
Research and development expenses 436 385  392 366 1,264 1,128 
              
Total stock-based compensation expenses 1,485 1,443  1,558 1,515 4,764 4,448 
Tax effect on stock-based compensation  (487)  (430)  (337)  (495)  (1,446)  (1,454)
              
Net effect on net income $998 $1,013  $1,221 $1,020 $3,318 $2,994 
              
The fair value of each option on the date of grant iswas estimated using the Black-Scholes-Merton option-pricing model using a single option approach for options granted after June 30, 2005, with the following weighted-average assumptions:
            
 Three Months Ended Nine Months Ended
 September 30, March 31,
 2008 2007 2009 2008
Volatility for Equity Incentive Plan 29% 28%  29% - 35%  28% - 29%
Volatility for ESPP 24% 23%  24% - 40%  23% - 31%
Risk-free interest rate for Equity Incentive Plan 3.3% 4.6%  2.8% - 3.3%  2.9% - 4.6%
Risk-free interest rate for ESPP 2.0% 4.8%  0.5% - 2.0%  2.2% - 4.8%
Expected life of Equity Incentive Plan 4.70 years 4.75 years 4.70 years 4.75 years
Expected life of ESPP 6 months 6 months 6 months 6 months
Expected dividend $0.00 $0.00 $0.00 $0.00 
During the threenine months ended September 30, 2008,March 31, 2009, we granted options to purchase 199,250204,250 shares of our common stock with an estimated fair value of $4.5$4.6 million after estimated forfeitures (at a weighted average exercise price of $74.27)$73.59).

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As of September 30, 2008,March 31, 2009, the unrecorded deferred stock-based compensation balance related to stock options was $14.1$11.0 million after estimated forfeitures and will be recognized over an estimated weighted average amortization period of 2.72.4 years.
Determining Fair Value
Valuation and amortization method — We estimate the fair value of stock options granted using the Black-Scholes-Merton option pricing formula and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.
Expected Term — The expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of our stock-based awards.

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Expected Volatility — Our computation of expected volatility for the threenine months ended September 30,March 31, 2009 and 2008 and 2007 is based on a combination of historical and market-based implied volatility.
Risk-Free Interest Rate — The risk-free interest rate used in the Black-Scholes-Merton valuation method is based on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term.
Expected Dividend — The expected dividend assumption is based on our current expectations about our anticipated dividend policy.
4. Inventories
Inventories consisted of (in thousands):
                
 September 30, June 30,  March 31, June 30, 
 2008 2008  2009 2008 
Finished goods $19,761 $19,236  $20,649 $19,236 
Work in process 1,243 1,449  1,124 1,449 
Raw materials 11,270 10,942  10,972 10,942 
          
 $32,274 $31,627  $32,745 $31,627 
          
5. Property, Plant and Equipment, Net
         
  September 30,  June 30, 
  2008  2008 
  (In thousands) 
Land $24,089  $24,911 
Buildings and improvements  45,949   46,019 
Machinery, equipment and tooling  36,847   36,825 
Furniture and fixtures  10,675   10,898 
Construction-in-progress  2,186   2,330 
       
   119,746   120,983 
Accumulated depreciation and amortization  (48,967)  (48,648)
       
Property, plant and equipment, net $70,779  $72,335 
       
Property, Plant and Equipment, Net consisted of (in thousands):
         
  March 31,  June 30, 
  2009  2008 
 
Land $23,997  $24,911 
Buildings and improvements  45,841   46,019 
Machinery, equipment and tooling  40,211   36,825 
Furniture and fixtures  10,467   10,898 
Construction-in-progress  984   2,330 
       
   121,500   120,983 
Accumulated depreciation and amortization  (51,290)  (48,648)
       
Property, plant and equipment, net $70,210  $72,335 
       

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6. Short-term Investments
Short-term investments are recorded at their fair value. The difference between the fair value and amortized cost of short-term investments classified as “available-for-sale” securities is recorded in other comprehensive income, net of deferred taxes. We do not hold any auction-rate securities. As of September 30, 2008,March 31, 2009, short-term investments included an equity indexed derivative totaling $652,000.$500,000.
The aggregate market value, cost basis, and gross unrealized gains and losses of short-term investments classified as “available-for-sale” securities were as follows (in thousands):
             
      Gross    
      Unrealized    
  Cost  Losses  Fair Value 
September 30, 2008, Certificate of deposits $2,134  $  $2,134 
          
 
June 30, 2008, Certificate of deposit $77  $  $77 
          
             
      Gross    
      Unrealized    
  Cost  Losses  Fair Value 
March 31, 2009, Certificate of deposits $61  $  $61 
          
June 30, 2008, Certificate of deposits $77  $  $77 
          
7. Comprehensive Income
Comprehensive income is the change in stockholders’ equity arising from transactions other than investments by owners and

8


distributions to owners. The significant componentscomponent of comprehensive income, other than net income, areis the foreign currency translation adjustments and net unrealized gains or losses on securities available for sale.adjustments. The components of accumulated other comprehensive income was as follows (in thousands):
                        
 Three Months Ended  Three Months Ended Nine Months Ended 
 September 30,  March 31, March 31, 
 2008 2007  2009 2008 2009 2008 
Net income, as reported $11,816 $10,150  $15,175 $13,595 $44,017 $38,574 
Foreign currency translation adjustments, net of taxes  (10,421) 5,106   (4,539) 6,362  (16,261) 13,631 
Unrealized loss on net investment hedge 110  
Unrealized gain (loss) on securities available for sale, net of taxes   (1)  (2) 4 
              
Comprehensive income $1,505 $15,256  $10,636 $19,956 $27,754 $52,209 
              
8. Common Stock Repurchases
During the three and nine months ended September 30, 2008,March 31, 2009, we repurchased 201,584223,133 and 545,179 shares of our common stock, respectively, on the open market for approximately $13.3$10.7 million and $30.0 million (at an average repurchase price of $66.14$48.15 and $55.05, respectively per share), compared with 257,825273,699 and 719,166 shares repurchased for approximately $18.6$20.9 million and $55.4 million (at an average repurchase price of $72.09$76.37 and $77.08, respectively per share) in the same periodperiods in the prior fiscal year.
9. Earnings per Share
Basic earnings per share are determined by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share isare determined by dividing net income by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding under the treasury stock method.
The following table is a reconciliation of the numerators and denominators used in computing basic and diluted earnings per share (in thousands, except per share data):
                        
 Three Months Ended  Three Months Ended Nine Months Ended 
 September 30,  March 31, March 31, 
 2008 2007  2009 2008 2009 2008 
Numerator:  
Net income $11,816 $10,150  $15,175 $13,595 $44,017 $38,574 
Denominator:  
Weighted average shares used to compute net income per common share — basic 18,068 18,765  17,843 18,438 17,941 18,602 
Effect of dilutive stock options 479 529  196 554 327 574 
              
Weighted average shares used to compute net income per common share — diluted 18,547 19,294  18,039 18,992 18,268 19,176 
              
Basic earnings per share $0.65 $0.54  $0.85 $0.74 $2.45 $2.07 
              
Diluted earnings per share $0.64 $0.53  $0.84 $0.72 $2.41 $2.01 
              

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Antidilutive common equivalent shares related to stock options are excluded from the calculation of diluted shares. Approximately 455,7101,278,270 and 218,545352,481 shares were excluded at September 30,March 31, 2009 and 2008, and 2007, respectively because they were antidilutive.
10. Goodwill and Other Intangible Assets
Information regarding our goodwill and other intangible assets reflects current foreign exchange rates.
The change in the carrying amount of goodwill for the threenine months ended September 30, 2008March 31, 2009 was as follows (in thousands):
        
 Total  Total 
Balance as of July 1, 2008 $26,670  $26,670 
Translation adjustments  (1,135)  (1,834)
Additions 1,507  3,171 
      
Balance as of September 30, 2008 $27,042 
Balance as of March 31, 2009 $28,007 
      

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On July 1, 2008, we acquired a 100% ownership interest in a Swedish company through a step-acquisition, for which we previously held a 30% equity interest with a carrying amount of $760,000 at June 30, 2008, using a combination of cash and earn-out payment arrangements. The total purchase consideration for the incremental 70% ownership interest was approximately $1.5 million, excluding contingent earn-out payments based on a percentage of net income in 2009 through 2011. This acquisition allowed us to take control of our Sweden distributor for the purpose of further expanding the business. Approximately $952,000 of the purchase consideration was paid during the quarter ended September 30, 2008, with the remaining $592,000$505,000 payable on July 1, 2011 and included within other long-term liabilities at September 30, 2008.March 31, 2009. As a result of this acquisition, the $760,000 equity interest previously included within other assets was eliminated, and $1.5 million of goodwill was recorded along with $830,000 of identifiable intangible assets. The acquired goodwill was deductible for tax purposes.
On November 10, 2008, we entered into a purchase agreement with Caliper Life Sciences, Inc. to acquire the assets and liabilities of an established sample preparation line of products collectively known as AutoTrace, to complement our current analytical solutions. This purchase included the AutoTrace developed technology, trade name, inventories, non-competition covenant, customer list, and its related existing servicing obligations as of the purchase date. The purchase consideration totaled $5.1 million, including $5 million in cash, $65,000 in assumed liabilities and $23,000 of acquisition related costs. Based on our preliminary allocation of the purchase price, we recorded $1.7 million of goodwill for the purchase price paid in excess of $3.4 million in identifiable assets, consisting primarily of developed technology for $1.3 million, trade name for $1.1 million and inventory for $755,000. The acquired goodwill was deductible for tax purposes.
Our reporting units representconsist of our operating segments, the Chemical Analysis Business Unit (CABU) and the Life Sciences Business Unit (LSBU). AllExcept for goodwill associated with the AutoTrace acquisition that was assigned to the CABU reporting unit, all goodwill has been previously assigned to the LSBU reporting unit. The evaluation of goodwill is based upon the fair value of this reporting unit. Pursuant to the provisions of SFAS No. 142,Goodwill and Other Intangible Assets, we performed annual impairment tests on goodwill in April 2008 and determined that goodwill was not impaired. Additionally, there was no occurrence of events indicating a possible impairment of recorded goodwill as of March 31, 2009.
Information regarding our other intangible assets follows (in thousands):
                        
                         As of March 31, 2009 As of June 30, 2008 
 As of September 30, 2008 As of June 30, 2008  Carrying Accumulated Carrying Accumulated   
 Carrying Accumulated Carrying Accumulated    Amount Amortization Net Amount Amortization Net 
 Amount Amortization Net Amount Amortization Net  
Patents and trademarks $5,958 $(1,527) $4,431 $5,958 $(1,376) $4,582  $7,088 $(1,828) $5,260 $5,958 $(1,376) $4,582 
Developed technology 10,189  (10,189)  10,825  (10,825)   11,200  (9,966) 1,234 10,825  (10,825)  
Customer lists 3,306  (900) 2,406 2,761  (880) 1,881  3,239  (988) 2,251 2,761  (880) 1,881 
                          
Total $19,453 $(12,616) $6,837 $19,544 $(13,081) $6,463  $21,527 $(12,782) $8,745 $19,544 $(13,081) $6,463 
                          
WeExcept for the acquired tradename “AutoTrace” of $1.1 million, which is not amortizable, we amortize patents and trademarks over a period of seven to sixteen years and the remaining weighted average amortization period for this category is approximately eleven years.
We amortizedamortize developed technology over a period of seven years.years based on experiences from our historical product cycles.
We amortize other intangibles over a period of fivetwo to ten years and the remaining weighted average amortization period for this category is approximately seven years.

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Amortization expense related to intangible assets was $284,479$857,059 and $649,000$844,309 for the threenine months ended September 30,March 31, 2009 and 2008, and 2007, respectively. The remaining estimated amortization for each of the five fiscal years subsequent to September 30, 2008March 31, 2009 is as follows (in thousands):
        
 Remaining  Remaining 
 Amortization  Amortization 
 Expense  Expense 
2009 (remaining nine months) $749 
2009 (remaining three months) $322 
2010 975  1,210 
2011 969  1,179 
2012 969  1,213 
2013 616  830 
Thereafter 2,559  2,861 
      
Total $6,837  $7,615 
      
11. Warranty
Product warranties are recorded at the time revenue is recognized for certain product shipments. Warranty expense 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 estimates, revisions to the warranty liability would be required.

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Details of the change in accrued product warranty for the threenine months ended September 30,March 31, 2009 and 2008 and 2007 were as follows (in thousands):
                     
              Actual  
  Balance Provision Other Warranty Balance
  Beginning For Adjustments Costs End of
  of Period Warranties Accounts (1) Incurred Period
Accrued Product Warranty                    
Three Months Ended:                    
September 30, 2008 $3,444  $1,342  $(206) $(1,325) $3,255 
September 30, 2007 $2,875  $572  $178  $(671) $2,954 
                     
              Actual  
  Balance Provision Other Warranty Balance
  Beginning For Adjustments Costs End of
  of Period Warranties Accounts (1) Incurred Period
Accrued Product Warranty                    
Nine Months Ended:                    
March, 31, 2009 $3,444  $3,393  $(385) $(3,578) $2,874 
March 31, 2008 $2,875  $2,565  $294  $(2,149) $3,585 
 
(1) Effects of exchange rate changes
12. Commitments and Other Contingencies
RevenueRevenues generated from international operations isare generally denominated in foreign currencies. We enterhave entered into forward foreign exchange contracts to hedge against fluctuations of intercompany account balances. Market value gains and losses on these exchangehedge contracts are substantially offset by fluctuations in the underlying balances being hedged, and the net financial impact is not expected to be material in future periods. WeAt March 31, 2009, we had forward exchange contracts to sell foreign currencies totaling $18.4$17.7 million (including approximately $11.6$10.7 million in Euros, $4.5$5.1 million in Japanese yen, $1.2$0.8 million in Australian dollars and $1.0$1.1 million in Canadian dollars). The foreign exchange contracts outstanding at September 30, 2008,the end of the period mature within one month. Consequently, contract values and $15.5 million at September 30, 2007.fair market values are the same. In March 2007, we entered into a $10.0 million cross-currency swap arrangement for Japanese Yen whichthat matures in March 2010. This derivative instrument did not qualify for net investment hedge accounting and was deemed to be an ineffective hedge instrument because, at the inception of the hedge transaction, there was no formal documentation of the hedging relationship and our risk management objective and strategy for undertaking the hedge. Therefore, we marked to market the decrease in value of approximately $698,000 for the three months ended September 30, 2007 and this amount was recorded in other expense, net. Starting January 2008, we determined that thethis cross-currency swap qualified as a net investment hedge. As a result, during the three and nine months ended September 30, 2008,March 31, 2009, we marked to market a decreasean increase (decrease) in value of $110,000$1.0 million and $(900,000), respectively, in Other Comprehensive Income related toaccumulated other comprehensive income as part of the hedge.foreign currency translation adjustment.
We have unsecured credit agreements with domestic and international financial institutions. The agreements provide for revolving unsecured lines of credit that we utilize primarily for our general corporate purposes, including stock repurchases and working capital needs. As of September 30, 2008,March, 31, 2009, we havehad a total of $28.9$28.8 million in available lines of credit with outstanding borrowings of $25.1 million.$12.4 million maturing on December 31, 2009.
In July 2008, we acquired a SwedenSwedish company using a combination of cash and post acquisition earn-out payment arrangements. Under the purchase agreement, earn-out payments of 70% for fiscal 2009 and 30% for fiscal 2010 and 2011 as a percentage of the acquired company’s net income isare payable to the seller at the end of each fiscal year. Each earn-out payment is contingent upon results of operation.operations.

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We enter into standard indemnification agreements with many of our customers and certain other business partners in the ordinary course of business. These agreements include provisions for indemnifying the customer against any claim brought by a third party to the extent any such claim alleges that our product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third party. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not estimable, however, we have not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. No material claims for such indemnifications were outstanding as of September 30, 2008.March 31, 2009. We have not recorded any liabilities for these indemnification agreements at September 30, 2008March 31, 2009 or June 30, 2008.
13. Business Segment Information
SFAS No. 131Disclosures about Segments of an Enterprise and Related Informationestablishes standards for reporting information about operating segments in annual and interim financial statements of public business enterprises. It also establishes standards for related disclosure about products and service, geographic areas and major customers.

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We have two operating segments, CABU and LSBU. CABU sells ion chromatography and accelerated solvent extraction products, services and related consumables. LSBU sells high performance liquid chromatography products, services and related consumables. These two operating segments are aggregated into one reportable segment for financial statement purposes.
Our sales of products, installation and training services and maintenance within this reportable segment were detailed as follows (in thousands):
                        
 Three Months Ended  Three Months Ended Nine Months Ended 
 September 30,  March 31, March 31, 
 2008 2007  2009 2008 2009 2008 
Products $81,834 $71,946  $80,637 $86,658 $252,601 $243,596 
Installation and Training Services 2,608 2,493  2,600 2,342 8,490 8,132 
Maintenance 8,993 7,984  11,159 9,356 29,781 27,089 
              
 $93,435 $82,423  $94,396 $98,356 $290,872 $278,817 
              
Long-lived assets consist principally of property and equipment. No single customer contributed to more than 10% of revenue during the three and nine months ended March 31, 2009, and revenue from services was less than 10% of revenue during the same periods.
14. Income Taxes
As part of the process of preparing the consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure and assessing changes in 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 the condensed consolidated balance sheets. In the event that actual results differ from these estimates, or we adjust these estimates in future periods, we may need to establish an additional valuation allowance which could materially impact itsour financial position and results of operations.
SFAS No. 109,Accounting for Income Taxes, requires that we continually evaluate the necessity of establishing or changing a valuation allowance for deferred tax assets, depending on whether it is more likely than not that actual benefit of those assets will be realized in future periods. In addition, we adopted the provisionprovisions of the FASB’s Interpretation No. 48,Accounting for Uncertainty in Income Taxes(“FIN 48”). FIN 48 requires financial statement reporting of the expected future tax consequences of uncertain tax return reporting positions on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but it prohibits any discounting of any of the related tax effects for the time value of money.
Our total amount of unrecognized tax benefits as of June 30, 2008 was $14.2 million, of which $3.3$1.9 million, if recognized, would affect our effective tax rate. The liability for income taxes associated with uncertain tax positions is classified in deferred and other income taxes payable. ThereFor the nine months ended March 31, 2009, we have been no significant changesrecorded an increase of $1.2 million in these amounts during the quarter ended September 30, 2008.unrecognized tax benefits as a result of our ongoing evaluation of uncertain tax positions.
We record interest and penalties related to unrecognized tax benefits in income tax expense. At June 30, 2008, we had approximately $1.9 million accrued for estimated interest and penalties related to uncertain tax positions. During the threenine months ended September 30,March 31, 2009 and 2008, and 2007, we accrued a total of $261,000$603,000 and $240,000,$737,000, respectively in interest on these uncertain tax positions.

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We are subject to audit by the Internal Revenue Service and the California Franchise Tax Board for the fiscal year 2004 through the fiscal year 2008. As we have operations in most other US states, other state tax authorities may assess deficiencies related to prior year activities; however, the years open to assessment vary with each state. We also file income tax returns for non-US jurisdictions; the most significant of which are Germany, Japan, the UK and Hong Kong. The years open to adjustment for Germany, UK and Hong Kong are fiscal years 2002 through 2008. The years open to adjustment for Japan are fiscal years 2001 through 2007.
A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the settlement of ongoing litigation, the completion of ongoing examinations, the expiration of the statute of limitations, or other circumstances. At this time, an estimate of the range of reasonably possible changes cannot be made.

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15. Fair Value Measurements
Effective July 1, 2008, we adopted fair value measurements for all financial assets and liabilities as required by SFAS No. 157,Fair Value Measurements(“SFAS No. 157”).157. SFAS No. 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing assets or liabilities. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which these assets and liabilities would be transacted.
SFAS No. 157 fair value hierarchy prioritizes the inputs to fair value measurement into three levels:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity havehas the ability to access at the measurement date.
Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis in accordance with SFAS No. 157 as of September 30, 2008:March 31, 2009 (in thousands):
                                
 Fair Value Measurements at Reporting Date Using  Fair Value Measurements at March 31, 2009 
 Quoted Prices Significant    Quoted Prices Significant   
 In Active Other Significant  In Active Other Significant 
 Markets or Observable Unobservable  Markets or Observable Unobservable 
 Identical Assets Inputs Inputs  Identical Assets Inputs Inputs 
Description Total (Level 1) (Level 2) (Level 3)  Total (Level 1) (Level 2) (Level 3) 
Assets:  
Money market $2,811 $2,811 $ $  $2,752 $2,752 $ $ 
Mutual Fund 15 15   
Equity indexed derivatives 652  652   500  500  
                  
Total $3,478 $2,826 $652 $  $3,252 $2,752 $500 $ 
                  
Liabilities:  
Foreign currency contracts $1,211 $1,211 $ $  $1,964 $1,964 $ $ 
                  

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Reported as:
                                
 Fair Value Measurements at Reporting Date Using  Fair Value Measurements at March 31, 2009 
 Quoted Prices Significant    Quoted Prices Significant   
 In Active Other Significant  In Active Other Significant 
 Markets or Observable Unobservable  Markets or Observable Unobservable 
 Identical Assets Inputs Inputs  Identical Assets Inputs Inputs 
Description Total (Level 1) (Level 2) (Level 3)  Total (Level 1) (Level 2) (Level 3) 
Assets:  
Cash equivalents (1) $2,826 $2826 $ $  $2,752 $2,752 $ $ 
Short-term investments 652  652   500  500  
                  
Total $3,478 $2,826 $652 $  $3,252 $2,752 $500 $ 
                  
Liabilities:  
Foreign currency contracts (2) $1,211 $1,211 $ $  $1,964 $1,964 $ $ 
                  
 
(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheet as of September 30, 2008.March 31, 2009.
 
(2) Included in “Other long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of September 30, 2008.March 31, 2009.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
Except for historical information contained herein, the discussion below and in the footnotes to our financial statements contained in this Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements, or industry results, expressed or implied by such forward-looking statements. Such risks and uncertainties include, among other things: general economic conditions, foreign currency fluctuations, risks associated with international sales, fluctuations in worldwide demand for analytical instrumentation, fluctuations in quarterly operating results, competition from other products, existing product obsolescence, 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 below under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements that reflect management’s analysis only as of the date hereof. We undertake no obligation to update these forward-looking statements.
Overview
Dionex Corporation designs, manufactures, marketsThis quarter was one of the more challenging quarters that we have experienced in many number of years. We saw some decline in customer demand mainly driven by weaker economic conditions in some countries and/or specific end-user markets. Despite the weakness caused by the current economic conditions, we were able to grow our top line organically on a local currency basis, excluding the negative effects of currency fluctuations. We had strong earnings growth this quarter. We were able to grow our operating income and services analyticalexpand our operating income margin by 250 basis points compared to the third quarter last year despite a decline in reported sales for the quarter. We achieved these results through tight controls on manufacturing costs and operating expenses. We anticipate that our sales in the fourth quarter will continue to be affected by the global economic weakness. We estimate that our sales in the fourth quarter will decline due to the negative effects of currency fluctuations. We estimate that excluding the negative effects of currency fluctuation, sales will be approximately flat in the fourth quarter compared with the fourth quarter last year. We will continue to manage our expenses to try to minimize the impact on our profitability.
Our results of operations for the three months ended March 31, 2009 reflect weaker demand for our instrumentation and related accessories and chemicals. Our products are used to analyze chemical substancesconsumables products. In the third quarter, we achieved growth in the environment and in a broad rangeour end-user markets of industrial and scientific applications. Our systems are used in environmental analysis and by the pharmaceutical, life sciences, chemical, petrochemical, power generation, andenvironmental, food and electronics industries in a variety of applications. Unless the context otherwise requires, the terms “Dionex,” “we,” “our”beverage, and “us” and words of similar import as used herein include Dionex Corporation and its consolidated subsidiaries.
Our liquid chromatography systems are currently focused in two product areas: ion chromatography (IC) and high performance liquid chromatography (HPLC). We offer a mass spectrometer coupled with either an IC or HPLC system. For sample preparation, we provide automated solvent extraction systems. In addition, we develop and manufacture consumables, detectors, automation and analysis systems for use in or with liquid chromatographs.
We market and distribute our products and services through our own sales force in Austria, Australia, Brazil, Canada, China, Denmark, France, Germany, India, Ireland, Italy, Japan, Korea, the Netherlands, Singapore, Sweden, Switzerland, Taiwan, the United Kingdom, and the United States. In each of these countries, we maintain one or more local sales offices in order to support and servicepower. Demand from our customers in our chemical/petrochemical and electronics markets was down sharply compared to third quarter of last year. We anticipate these market trends to continue in the regions. We manufacture our products based upon a forecast of customer demand and we generally try to maintain adequate inventories of completed modules or finished goods in advance of receipt of firm orders. System or instrument orders are generally placed by the customer on an as-needed basis and instruments are usually shipped within two to six weeks after receipt of an order.short term.
Results of Operations
Net sales for the firstthird quarter of fiscal 2009 were $93.4$94.4 million, compared with $82.4$98.4 million reported for the same period in the prior year, reflecting an increasea decrease of 13%4%. Operating income for the quarter was $19.5$21.6 million, an increase of 22%8% over operating income for the firstthird quarter of fiscal 2008 of $16.0$20.0 million. Cash flow from operating activities during the quarter was $8.7$18.4 million compared with $13.1$24.9 million for the firstthird quarter of fiscal 2008, reflecting a decrease of 34%26%. Our gross profit margin for the quarter was 67.1%68.0%, an increase compared to 65.2% reported in65.6% for the same period last year. Selling, general and administrative expenses were 38.7%37.4% of net sales during the quarter, compared to 37.8% reported in the same period last year. Research and product development expenses for the quarter were 7.5%7.7% of net sales, equal toup slightly from the 8.0%7.5% reported in the same period last year. Diluted earnings per share grew 21%increased 17% to $0.64$0.84 for the firstthird quarter, compared to $0.53$0.72 reported in the same period last year.
Our results Net sales in the nine months ended March 31, 2009 were $290.9 million, an increase of 4% compared with the $278.8 million reported in the first nine months of fiscal 2008. Operating income was $67.0 million during the first nine months of fiscal 2009, an increase of 14% over operating income for the same period during the prior year of $58.7 million. Cash flow from operations for the threefirst nine months ended September 30, 2008 reflect increasing, broad-based demand for our instrumentation and consumables products. In the first quarter, we achieved growth in each of our end-user markets, including life sciences, environmental and chemical/petrochemical. This increased demand had the effect of increasing our net sales, but also our

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operating expenses as we added personnel and expanded our operations to satisfy the increased demand.
Net sales
Net sales in North America increased by 0.9% in the first quarter of fiscal 2009 to $25.1was $50.5 million compared with $50.0 million for the first nine months of fiscal 2008. Gross profit margin for the nine months ended March 31, 2009 was 67.6% compared to $24.9 million66.2% during the same period in the prior year, because of higheryear.

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Net sales of HPLC products as a result of the increased demand described above.
Net sales in Europe increased by 15% to $39.9 million infor the firstthird quarter of fiscal 2009 were $94.4 million, compared with $98.4 million reported for the same period in the prior year, reflecting a decrease of 4%, including a $5.0 million in adverse currency effect. Net sales in North America decreased by 13% in the third quarter of fiscal 2009 to $23.7 million, compared to $34.8$27.2 million during the same period in the prior year due to benefitsan adverse currency fluctuation of $0.6 million and lower demand from our life sciences and chemical/petrochemical customers. Net sales in North America decreased by 5% in the nine months ended March 31, 2009 to $75.8 million compared to $79.6 million during the nine months ended March 31, 2008 due to continuing weakened demand. Net sales in Europe decreased by 11% to $34.8 million in the third quarter of fiscal 2009, compared to $39.2 million during the same period in the prior year due to adverse currency fluctuations of $1.4$4.3 million. Excluding the impact of currency fluctuations, net sales in Europe increased to $39.1 million, andessentially flat, in the third quarter of fiscal 2009. Net sales in Europe remained substantially the same for the nine months ended March 31, 2009, $118.2 million compared to $118.6 million during the nine months ended March 31, 2008, due to an adverse currency effect offsetting a mix of growth in demand for IC products and weakness in our ion chromatography products.HPLC products especially from our life sciences customers. Net sales in the Asia/Pacific region grewincreased by 25%12% in the firstthird quarter of fiscal 2009 to $28.4$35.9 million, compared to $22.7$32.0 million during the same period in the prior year, driven by increased sales in Japan, China, India and Australia.India. Net sales increased 20% in the nine months ended March 31, 2009 to $96.9 million compared to $80.6 million in the nine months ended March 31, 2008 as a result of strong sales growth in China, Australia, Singapore and India.
We are subject to the effects of foreign currency fluctuations that have an impact on net sales. Overall, currency fluctuations increaseddecreased reported net sales for the three months ended September 30, 2008March 31, 2009 by $4.9$5.0 million, or 6 percentage points5% compared to the same quarter last year. Currency fluctuations decreased reported net sales by $4.2 million or 1.4% for the nine months ended March 31, 2009 compared to the same period last year.
Percentage changes in net sales over the corresponding period in the prior year were as indicated in the table below:
Three Months
Ended
September 30, 2008
Percentage change in net sales
Total:13.4%
By geographic region:
North America0.9%
Europe14.8%
Asia/Pacific24.8%
         
  Three Months Nine Months
  Ended Ended
  March 31, 2009 March 31, 2009
Percentage 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%
Percentage change in net sales excluding currency fluctuations over the corresponding period in the prior year were as indicated in the table below:
Three Months
Ended
September 30, 2008
Percentage change in net sales excluding currency fluctuations
Total:7.4%
By geographic region:
North America0.6%
Europe4.0%
Asia/Pacific20.0%
         
  Three Months Nine Months
  Ended Ended
  March 31, 2009 March 31, 2009
Percentage 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%
Gross margin
Gross margin for the firstthird quarter of fiscal 2009 was 67.1%68.0%, up substantially from the 65.6% gross profit margin reported in the third quarter last year. Despite the strengthening of the U.S. dollar the margin was up due to tight cost controls, positive results from our ongoing product cost reduction projects and a positive geographic mix. Gross margin for the first nine months of fiscal 2009 was 67.6%; an increase from the 65.2%66.2% reported in the same quarter last year, principally due to currencyfirst nine months of fiscal 2008 as a result of our tight cost controls and change in the geographical mix with relatively stronger performance in Europe and Asia/Pacific.cost reduction efforts.

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Operating expenses
Operating expenses of $43.2$42.6 million for the firstthird quarter of fiscal 2009 increaseddecreased by $5.5$1.9 million, or 14.5%4.3%, from the $37.8$44.5 million reported in the same quarter last year. As a percentage of net sales, operating expenses were 46.3%45.1% for the firstthird quarter of fiscal 2009, a slight increasedecrease from the 45.8%45.2% of sales reported in the firstthird quarter of fiscal 2008. The effects of foreign currency fluctuations increaseddecreased total operating expenses by $1.8$2.6 million, or 5%5.9%, for the quarter ended September 30, 2008,March 31, 2009, compared to 3%an increase of 5% during the same period in the prior year. TheExcluding currency effects, the $740,000 increase in operating expenses was attributable primarily to $1.5 million of additional expenses associated with expansionthe addition of our new subsidiary in Sweden and targeted expense growth in Asia/Pacific, operations relatedspecifically in China to that market’s disproportionate growthfurther build our infrastructure and our new Sweden subsidiary, withfootprint in this strategic market. Operating expenses for the remaindernine months ended March 31, 2009 were $129.5 million, representing a 3.0% increase over the corresponding period during the prior year of $125.7 million mainly due to the increase related to a general increasecontinued expansion in the personnel costs, travelChina, India and other costs.Sweden.

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Selling, general and administrative (SG&A) expenses were $36.2$35.3 million for the firstthird quarter of fiscal 2009, compared with $31.2$37.2 million for the same quarter of fiscal 2008. As a percentage of net sales, SG&A expenses were 38.7%37.4% in the firstthird quarter of fiscal 2009, compared to 37.8% in the same period in fiscal 2008. Effects of foreign currency fluctuations increaseddecreased SG&A expenses by $1.6$2.3 million, or 5%6.2%, in the firstthird quarter of fiscal 2009. SG&A expenses, excluding currency effects, grew by $3.6$0.5 million, or 11%1.3%, compared to the firstthird quarter of fiscal 2008, due to the addition of our new subsidiary in Sweden, our continued expansion in the Asia/Pacific region increasesand expenses from our new subsidiary in salaries becauseSweden. SG&A expenses for the nine month period ended March 31, 2009 increased by 3.4%, or $3.5 million, to $107.7 million from $104.2 million during the same period of increased personnelfiscal 2008 mainly due to the net effect of foreign currency fluctuations and related expenses,expansion in the Asia/Pacific region particularly in China and higher travel costs.India to further build our infrastructure and footprint in these two strategic markets.
Research and product development (R&D) expenses were $7.0$7.3 million for the firstthird quarter of fiscal 2009, an increase of $0.4 million, or 6.5%,unchanged from $6.6the $7.3 million reported in the firstthird quarter of fiscal 2008. As a percentage of net sales, R&D expenses decreasedincreased marginally to 7.5%7.7% in the firstthird quarter of fiscal 2009 when compared to the 8.0%7.5% in the firstthird quarter of fiscal 2008. R&D expenses for the nine months period ended March 31, 2009 increased 0.9% to $21.7 million from $21.5 million in the same period of fiscal 2008 mainly due to the increased project material costs of our new product pipeline.
Income taxes
The effective tax rate in the firstthird quarter of fiscal 2009 was 38.0%29.6%, reflecting an increasea decrease from 35.3%32.7% reported for the firstthird quarter of fiscal 2008. The relative increasedecrease in our tax rate was due to a one-time tax benefit in the first quarter of last year of $332,200 and a lowerhigher research tax credit thiscredits, higher foreign tax credits and differences between our prior year asprovision and the federal statute had expired asactual tax return totaling approximately $1 million. The effective tax rate for the nine months ended March 2009 and 2008 were 34.1% and 33.8%, respectively, showing a small difference due to mix of December 31, 2007.taxable income by tax jurisdiction. We anticipate our tax rate will be in the range of 35.0% to 36.0% for the remainder of fiscal year 2009.
Net income
Net income in the firstthird quarter of fiscal 2009 increased 16%11.8% to $11.8$15.2 million, compared with $10.2$13.6 million reported for the same period last year. Net income for the nine month period ended March 31, 2009 was $44.0 million, an increase of 14.0% from $38.6 million in the same period of fiscal 2008.
Liquidity and Capital Resources
At September 30, 2008,March 31, 2009, we had cash and equivalents and short-term investments of $65.8$72.4 million. Our working capital was $96.0$113.7 million, unchanged compared to thatan increase of $6.9 million from $106.8 million reported at September 30, 2007.March 31, 2008.
Cash generated by operating activities for the threenine months ended September 30, 2008March 31, 2009 was $8.7$50.5 million, compared with $13.1$50.1 million for the same period last year. TheA lower level of prepaid expenses, an increase in deferred revenues, and better cash collection of accounts receivable contributed to operating cash. These increases were partially offset by a decrease into operating cash was primarily attributablefrom an increase in prepaid income taxes and inventories due to the increased tax payments globally, increased inventory as we rampa build up for second quarter shipments,of inventories to support growth in Asia and a decrease in accrued liabilities of $3.1 million associated with payments of payroll related liabilities as of September 30, 2008.new product introductions.
Cash used for investing activities was $8.2$15.8 million in the first threenine months of fiscal 2009. Capital expenditures for the threefirst nine months of fiscal 2009 were $4.6$9.3 million which included purchases related to our general operations, expansion of our IT platform and refurbishment of a building in Sunnyvale. Additionally, $952,000$6.0 million was paid in connection with the acquisition of a Swedish company.company and the AutoTrace sample preparation product line.

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Cash used for financing activities was $8.3$31.4 million in the first threenine months of fiscal 2009. The use of cash was primarily attributable to the repurchase of 201,584545,179 shares of our common stock for $13.3$30.0 million, offset by $1.7$6.7 million in proceeds from issuance of common stock, a tax benefit related to equity incentive plans of $111,000$1.4 million and net proceedsreduction of $3.3$9.4 million received fromin short-term borrowings.
At September 30, 2008,March 31, 2009, we had utilized $25.1$12.4 million of our $28.9$28.8 million in committed bank lines of credit. The borrowings were used to repurchase shares of our common stock and for other corporate activities.
We believe that our cash flow from operating activities, current cash, cash equivalents and short-term investments and the remainder of our bank lines of credit will be adequate to meet our cash requirements for at least the next twelve months.
Contractual Obligations and Commercial Commitments

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The following table summarizes our contractual obligations at September 30, 2008,March 31, 2009, and the effect that such obligations are expected to have on our liquidity and cash flowspayments due in future periods (in thousands):
                                        
 Payments Due by Period  Payments Due by Period 
 Less        Less       
 Than 1 1-3 4-5 After 5  Than 1 1-3 4-5 After 5 
Contractual Obligations Total Year Years Years Years  Total Year Years Years Years 
Short-Term Borrowings $25,074 $25,074 $ $ $  $12,385 $12,385 $ $ $ 
Long-Term Debt Associated with Business Purchase 505  505   
     
Operating Lease Obligations 16,272 5,471 5,566 2,194 3,041  15,616 5,263 5,556 2,062 2,735 
                      
Total $41,346 $30,545 $5,566 $2,194 $3,041  $28,506 $17,648 $6,061 $2,062 $2,735 
                      
There have been no material changes to our operating lease obligations outside ordinary business activities since June 30, 2008. Our outstanding borrowings under our lines of credit increaseddecreased to $25.0$12.4 million at September 30, 2008March 31, 2009 from $21.8$21.5 million at June 30,December 31, 2008. These amounts are due in a period of less than one year.
The amounts above exclude liabilities under FIN 48, as we are unable to reasonably estimate the ultimate amount or timing of settlement.
New Accounting Pronouncements
Recently Adopted Accounting Pronouncement.In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS No. 157”),Fair Value Measurements(“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. FASB Staff Position 157-2,Effective Date of FASB Statement No. 157(“SFAS No. 157-2”), was further released in February 2008 to amend the effective date pertaining to nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until years beginning after November 15, 2008. Effective July 1, 2008, we adopted SFAS No. 157, except as it applies to the non-financial assets and non-financial liabilities subject to FASB Staff Position SFAS No. 157-2. Additional disclosures are provided in Note 15.
Recent Accounting Pronouncements Not Yet Adopted.In May 2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles(“SFAS No. 162”). SFAS No. 162, effective November 15, 2008, is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with accounting principles generally accepted in the United States of America for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Any effect of applying the provisions of SFAS No. 162 is to be reported as a change in accounting principles in accordance with SFAS No. 154,Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3. The Company will adoptadoption of SFAS No. 162 once it is effective and we are currently evaluating thehad no effect that the adoption will have on the Company’s consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted.In April 2008, the FASB released FASB Staff Position 142-3,Determination of the Useful Life of Intangible Assets(“SFAS No. 142-3”), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets(“SFAS No. 142”). The intent of the statement is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) and other U.S. generally accepted accounting principles. SFAS No. 142-3 is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, which will be the Company’s fiscal year beginning July 1, 2009. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 142-3 on the Company’s consolidated financial position, results of operations and cash flows.

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In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities(“SFAS No. 161”). SFAS No. 161 enhances financial disclosure by requiring that objectives for using derivative instruments be described in terms of underlying risk and accounting designation in the form of tabular presentation, requiring transparency with respect to the entity’s liquidity from using derivatives, and cross-referencing an entity’s derivative information within its financial footnotes. SFAS No. 161

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is effective for financial statements issued for fiscal years beginning after November 15, 2008, which will be the Company’s fiscal year beginning July 1, 2009. We are currently evaluating the potential impact, if any, thatof the adoption of SFAS No. 161 may have on the Company’s consolidated financial position, orresults of operations and cash flows.
In December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations (“(“SFAS No. 141(R)”). SFAS No. 141(R) expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. SFAS No. 141(R) also requires that all assets, liabilities, contingent consideration and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, SFAS No. 141(R) requires that acquisition costs generally be expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period that impacts income tax expense. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period for fiscal years beginning on or after December 15, 2008 (for Dionex, beginning with our fiscal 2010) with early adoption prohibited. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on the Company’s consolidated financial position, results of operations and cash flows.
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities(“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (or “fair value option”) and to report in earnings unrealized gains and losses on those items for which the fair value option has been elected. SFAS No. 159 also requires entities to display the fair value of those assets and liabilities on the face of the balance sheet. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for us as of the first quarter of fiscal 2009. Currently, we have elected not to adopt the fair value option under this pronouncement.
SummaryCritical Accounting Policies and Estimates
The preparation of consolidated financial statements requires us 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 net sales and expenses during the reporting period. We evaluate our estimates, including those related to product returns and allowances, bad debts, inventory valuation, goodwill and other intangible assets, income taxes, warranty and installation provisions, and contingencies on an ongoing basis.
We base our 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.
There have been no significant changes during the threenine months ended September 30, 2008March 31, 2009 to the items that we disclosed as our critical accounting policies and estimates in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2008.
In April 2009, the FASB issued FASB Staff Position (“FSP”), FAS 115-2 and FAS 124-2,Recognition and Presentation of Other-Than-Temporary Impairments, which provides operational guidance for determining other-than-temporary impairments (“OTTI”) for debt securities. FSP FAS 115-2 and FAS 124-2 are effective for interim and annual periods ending after June 15, 2009. The Company is currently evaluating the potential impact, if any, of the application of FSP FAS 115-2 and FAS 124-2 on its consolidated financial position, results of operations and cash flows.
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial Instrumentsto require disclosures about fair value of financial instruments in interim period financial statements of publicly traded companies and in summarized financial information required by APB Opinion No. 28,Interim Financial Reporting. FSP FAS 107-1 and APB 28-1 are effective for interim and annual reporting periods ending after June 15, 2009. The Company is currently evaluating the potential impact, if any, of the application of FSP FAS 107-1 and APB 28-1 on its consolidated financial position, results of operations and cash flows.

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In April 2009, the FASB issued FSP FAS 141(R)-1,Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which amends the guidance in SFAS No. 141(R) to require contingent assets acquired and liabilities assumed in a business combination to be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the measurement period. If fair value cannot be reasonably estimated during the measurement period, the contingent asset or liability would be recognized in accordance with SFAS No. 5,Accounting for Contingencies, and FASB Interpretation (FIN) No. 14,Reasonable Estimation of the Amount of a Loss. Further, this FSP eliminated the specific subsequent accounting guidance for contingent assets and liabilities from SFAS No. 141(R), without significantly revising the guidance in SFAS No. 141. However, contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination would still be initially and subsequently measured at fair value in accordance with SFAS No. 141(R). This FSP is effective for all business acquisitions occurring on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the potential impact, if any, of the adoption of FAS 141(R)-1 on the Company’s consolidated financial position, results of operations and cash flows.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are exposed to financial market risks from fluctuations in foreign currency exchange rates, interest rates and stock prices of marketable securities. With the exception of the stock price volatility of our marketable equity securities, we manage our exposure to these and other risks through our regular operating and financing activities and, when appropriate, through our hedging activities. Our policy is not to use hedges or other derivative financial instruments for speculative purposes. We deal with a diversified group of major financial institutions to limit the risk of nonperformance by any one institution on any financial instrument. Separate from our financial hedging activities, material changes in foreign exchange rates, interest rates and, to a lesser extent, commodity prices could cause significant changes in the costs to manufacture and deliver our products and in customers’ buying practices. We have not substantially changed our risk management practices during fiscal 2008 or the first threenine months of fiscal 2009 and we do not currently anticipate significant changes in financial market risk exposures in the near future that would require us to change our current risk management practices.
Foreign Currency Exchange.Revenues generated from international operations are generally denominated in foreign currencies. We

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entered into forward foreign exchange contracts to hedge against fluctuations of intercompany account balances. Market value gains and losses on these hedge contracts are substantially offset by fluctuations in the underlying balances being hedged, and the net financial impact is not expected to be material in future periods. At September 30, 2008,March 31, 2009, we had forward exchange contracts to sell foreign currencies totaling $18.4$17.7 million including(including approximately $11.6$10.7 million in Euros, $4.5$5.1 million in Japanese yen, $1.2$0.8 million in Australian dollars and $1.0$1.1 million in Canadian dollars.dollars). The foreign exchange contracts outstanding at the end of the period mature within one month. Additionally, contract values and fair market values are the same.
In March 2007, we entered into a $10.0 million cross-currency swap arrangement for Japanese Yen which matures in March 2010. This derivative instrument did not qualify for net investment hedge accounting and was deemed to be an ineffective hedge instrument because, at the inception of the hedge transaction, there was no formal documentation of the hedging relationship and our risk management objective and strategy for undertaking the hedge. Therefore, we marked to market the decrease in value of approximately $698,000$1 million for the threenine months ended September 30,December 31, 2007 and this amount was recorded in other expense, net. Starting January 2008, we determined that the cross-currency swap qualified as a net investment hedge. As a result, during the three months and nine months ended September 30, 2008,March 31, 2009, we marked to market $110,000an increase (decrease) in Other Comprehensive Income related tovalue of $1.0 million and $(900,000), respectively, in accumulated other comprehensive income as part of the hedge.foreign currency translation adjustment.
Interest and Investment Income.Our interest and investment income is subject to changes in the general level of U.S. interest rates. Changes in U.S. interest rates affect the interest earned on our cash equivalents and short-term investments. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to our investment balances at September 30, 2008March 31, 2009 and June 30, 2008 indicated that such market movement would not have a material effect on our business, operating results or financial condition. Actual gains or losses in the future may differ materially from this analysis, depending on our actual balances and changes in the timing and amount of interest rate movements.
Debt and Interest Expense.At September 30, 2008,March 31, 2009, we had notes payable of $25.1$12.9 million. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to our outstanding debt balance at September 30, 2008,March 31, 2009, indicated that such market movement would not have a material effect on our business, operating results or financial condition. Actual gains or losses in the future may differ materially from this analysis, depending on changes in the timing and amount of interest rate movements and the level of borrowings maintained by us.
ITEM 4. CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” (as defined in rules promulgated under the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2008March 31, 2009 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective at the “reasonable assurance” level. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a Company have been detected.

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There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act) during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
You should consider carefully the following risk factors as well as other information in this report before investing in any of our securities. If any of the following risks actually occur, our business operating results and financial condition could be adversely affected. This could cause the market price for our common stock to decline, and you may lose all or part of your investment. These

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risk factors include any material changes to, and supersede, the risk factors previously disclosed in our most recent annual report on
Form 10-K.
Foreign currency fluctuations related to international operations may adversely affect our operating results.
We derived approximately 71%74% and 75% of our net sales from outside the United States in the firstthird quarter of each of2009 and 2008, and 2009respectively, and expect to continue to derive the majority of net sales from outside the United States for the foreseeable future. Most of our sales outside the United States are denominated in the local currency of our customers. As a result, the U.S. dollar value of our net sales varies with currency rate fluctuations. Significant changes in the value of the U.S. dollar relative to certain foreign currencies could have a material adverse effect on our results of operations. In recent periods,the last few years, our results of operations have been positively affected from the depreciation of the U.S. dollar against the Euro, the Japanese yen and other foreign currencies, but there can be no assurance that this positive impact will continue. In the past,More recently, our results of operations have been negatively impacted by the appreciation of the U.S. dollar against other currencies. Subsequent
Credit risks associated with our customers may adversely affect our financial position or result of operations.
Because trade credit is extended to September 30, 2008,many of our customers, the current global economic condition may adversely affect our ability to collect on accounts receivable that are owed to us. In general, our customers are evaluated for their credit worthiness as part of our operating policy, and letters of credit are utilized to mitigate credit risks when possible. We believe we have adopted the appropriate operating policies to address the customer credit risk under a stable economic environment. Nevertheless, given the current global economic situation we could experience delays in collection on accounts receivable that are owed to us. As a result, this could adversely affect our financial position or result of operations.
Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.
The demand for analytical instrumentation products can fluctuate depending upon capital expenditure cycles. Most companies consider our instrumentation products capital equipment and some customers may be unable to secure the necessary capital expenditure approvals due to general economic or customer specific conditions. Significant fluctuations in demand could harm our results of operations.
A significant portion of our cash position is maintained overseas.
Most of our short term debt is in the United States. While there is a substantial cash requirement in the U.S. dollar has appreciated significantly compared to fund operations and capital expenditures, service debt obligations, finance potential acquisitions and continue authorized stock repurchases, a significant portion of our cash is maintained and generated from foreign operations. Our financial condition and results of operations could be adversely impacted if we are unable to maintain a sufficient level of cash flow in the EuroU.S. to address these requirements through cash from U.S. operations, efficient and timely repatriation of cash from overseas and other foreign currencies, excluding the Japanese Yen.sources obtained at an acceptable cost.
Economic, political and other risks associated with international sales and operations could adversely affect our results of operations.
Because we sell our products worldwide and have significant operations outside of the United States, our business is subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total sales. In addition, we expect that the proportion of our employees, suppliers, job functions and manufacturing

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facilities located outside the United States may increase. Accordingly, our future results could be harmed by a variety of factors, including:
  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 business, financial condition and results of operations may be affected by various economic factors, including the current world-wide market disruptions and economic downturn which may continue for the foreseeable future. The current downturn in global economic conditions may make it more difficult for us to maintain and continue our revenue growth and profitability performance. In an economic recession or under other adverse economic conditions, customers may be less likely to purchase our products and vendors may be more likely to fail to meet contractual terms. A continuing decline in economic conditions may have a material adverse effect on our business.
FluctuationsOur executive officers and other key employees are critical to our business, they may not remain with us in worldwidethe future and finding talented replacements may be difficult.
Our operations require managerial and technical expertise. Each of the executive officers and key employees is employed “at will” and may leave our employment at any time. In addition, we operate in a variety of locations around the world where the demand for analytical instrumentationqualified personnel may be extremely high and is likely to remain so for the foreseeable future. As a result, competition for personnel can be intense and the turnover rate for qualified personnel may be high. The loss of any of our executive officers or key employees could cause us to incur increased operating expenses and divert senior management resources in searching for replacements. An inability to hire, train and retain sufficient numbers of qualified employees would seriously affect our operating results.

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ability to conduct our business. In April 2009, we hired a new President and Chief Executive Officer, Dr. Frank Witney, to succeed Lukas Braunschweiler who had served as our President and Chief Executive Officer since 2002. The demand for analytical instrumentation products can fluctuate depending upon capital expenditure cycles. Most companies considersuccess of our instrumentation products capital equipmentbusiness will depend in part on the successful integration of Dr. Witney into our management team and some customers may be unable to secure the necessary capital expenditure approvals due to general economic or customer specific conditions. Significant fluctuationscontinued success of Dr. Witney and the rest of our management team in demand could harm our results of operations.developing and executing the Company’s strategic plans.
Fluctuations in our quarterly operating results may cause our stock price to decline.
A high proportion of our costs are fixed due in part to our significant sales, research and product development and manufacturing costs. Declines in revenue caused by fluctuations in currency rates, worldwide demand for analytical instrumentation or other factors could disproportionately affect our quarterly operating results, which may in turn 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.
Our products are highly technical in nature. As a result, many of our products must be developed months or even years in advance of the potential need by a customer. If we fail to introduce new products and enhancements as demand arises or in advance of the competition, our products are likely to become obsolete over time, which would harm operating results. Also, if the market is not

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receptive to our newly developed products, we may be unable to recover costs of research and product development and marketing, and may fail to achieve material components of our business plan.
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.
The analytical instrumentation market is highly competitive and we compete with many companies on a local and international level that are significantly larger than us and have greater resources, including larger sales forces and technical staff. Competitors may introduce more effective and less costly products and, in doing so, may make it difficult for us to acquire and retain customers. If this occurs, our market share may decline and operating results could suffer.
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.
Most raw materials, components and supplies that we purchase are available from many suppliers. However, certain items are purchased from sole or limited-source suppliers and a disruption of these sources could adversely affect our ability to ship products as needed. A prolonged inability to obtain certain materials or components would likely reduce product inventory, hinder sales and harm our reputation with customers. Worldwide demand for certain components may cause the cost of such components to rise or limit the availability of these components, which could have an adverse affect our results of operations.
We manufacture products in our facilities in Germany, the Netherlands and the United States. Any prolonged disruption to the operations at these facilities, whether due to labor unrest, supplier issues, damage to the physical plants or equipment or other reasons, could also adversely affect our results of operations.
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.
Our operations require managerial and technical expertise. Each of the executive officers and key employees located in the United States is employed “at will” and may leave our employment at any time. In addition, we operate in a variety of locations around the world where the demand for qualified personnel may be extremely high and is likely to remain so for the foreseeable future. As a result, competition for personnel can be intense and the turnover rate for qualified personnel may be high. The loss of any of our executive officers or key employees could cause us to incur increased operating expenses and divert senior management resources in searching for replacements. An inability to hire, train and retain sufficient numbers of qualified employees would seriously affect our ability to conduct our business.

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We may be unable to protect our intellectual property rights and may face intellectual property infringement claims.
Our success will depend, in part, on our ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of third parties. We cannot be certain that:
  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.
Furthermore, we cannot be certain that others have not or will not develop similar products, duplicate any of our products or design around any patents issued, or that may be issued, in the future to us or to our licensors. Whether or not patents are issued to us or to our licensors, others may hold or receive patents which contain claims having a scope that covers products developed by us. We could incur substantial costs in defending any patent infringement suits or in asserting any patent rights, including those granted by third parties. In addition, we may be required to obtain licenses to patents or proprietary rights from third parties. There can be no assurance that such licenses will be available on acceptance terms, if at all.
Our issued U.S. patents, and corresponding foreign patents, expire at various dates ranging from 2008 to 2024. When each of our patents expires, competitors may develop and sell products based on the same or similar technologies as those covered by the expired patent. We have invested in significant new patent applications, and we cannot be certain that any of these applications will result in an issued patent to enhance our intellectual property rights.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER REPURCHASESIssuer Repurchases
We repurchased shares of our common stock under a systematic program to manage the dilution created by shares issued under employee stock plans and for other purposes. This program authorizes repurchases in the open market or in private transactions. We started a series of repurchase programs in 1989 with the Boardboard of Directorsdirectors authorizing future repurchases of an additional 1.5 million shares of common stock in August 2006 and 1.0 million shares of common stock in October 2008 as well as authorizing the repurchase of additional shares of common stock equal to the number of shares of common stock issued pursuant to our employee stock plans.

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The following table indicates common shares repurchased and additional shares added to the repurchase program during the three months ended September 30, 2008:March 31, 2009:
ISSUER PURCHASES OF EQUITY SECURITIES
                     
          Total      
          Number of     Maximum
          Shares     Number of
          Purchased Additional Shares that
  Total Avg. as Part of Shares May Yet Be
  Number Price Publicly Authorized Purchased
  of Shares Paid Announced for Under the
Period Purchased per Share Program Purchase (1) Program (2)
July 1 — 31, 2008        7,022,508      512,081 
August 1 — 31, 2008  116,584  $68.77   7,139,092   27,027   422,524 
September 1 — 30, 2008  85,000   62.52   7,224,092   5,611   343,135 
                     
          Total      
          Number of     Maximum
          Shares     Number of
          Purchased Additional Shares that
  Total Avg. as Part of Shares May Yet Be
  Number Price Publicly Authorized Purchased
  of Shares Paid Announced for Under the
Period Purchased per Share Program Purchase (1) Program (2)
January 1 — 31, 2009        7,344,554   2,100   1,233,581 
February 1 — 28, 2009  203,133  $48.78   7,547,687   157,457   1,187,905 
March 1 — 31, 2009  20,000  $41.78   7,567,687   5,000   1,172,905 
                     
Total  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 current repurchase of 1.5(i) 1.0 million shares of common stock approved for repurchases in August 2006October 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 purchased, but does not includerepurchased, plus (iii) the 1.0 millionnumber of shares approvedremaining from the repurchase authorization in October 2008.August 2006.
DIVIDENDS
As of September 30, 2008,March 31, 2009, we had paid no cash dividends on our common stock and we do not anticipate doing so in the foreseeable future.

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EXHIBIT INDEX
Item 6. EXHIBITS
          
Exhibit         
Number Description Reference Description Reference 
3.1 Restated Certificate of Incorporation, filed December 12, 1988  (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) 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) Amended and Restated Bylaws, dated August 6, 2008 (Exhibit 99.1)  (4)
      
3.4 Amendment to Bylaws, adopted on January 11, 2007 (Exhibit 3.1)  (10)
      
4.1 Stockholder Rights Agreement dated January 21, 1999, between Dionex Corporation and BankBoston N.A.  (2) 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) 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) Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.15)  (3)
      
10.3 First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.17)  (5) First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex 
       Corporation (Exhibit 10.17)  (5)
10.4 Dionex Corporation 2004 Equity Incentive Plan, as amended October 2007 (Exhibit 10.1)  (12) 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) 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) Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)  (13)
      
10.7 Form of Stock Unit Award Agreement (Exhibit 10.2)  (12) 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) Form of International Stock Option Agreement (Exhibit 10.8)  (7)
      
10.9 Employee Stock Participation Plan (Exhibit 10.13)  (6) Employee Stock Participation Plan (Exhibit 10.13)  (6)
      
10.10 Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.1)  (8) Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex 
       Corporation (Exhibit 10.1)  (8)
10.11 Change in Control Severance Benefit Plan, as amended August 6, 2008 (Exhibit 10.15)  (9) 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 Dionex Corporation (Exhibit 10.8)  (10) Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex 
       Corporation (Exhibit 10.8)  (10)
10.13 Amended Executive Employment Agreement for Lukas Braunschweiler dated January 30, 2008 (Exhibit 10.13)  (13) Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)  (9)
      
10.14 Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)  (9) Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)  (9)
      
10.15 Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)  (9) 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 2002     Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
      
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
      
32.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
      
32.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

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(1) Incorporated by reference to the corresponding exhibit in our Annual Report on Form 10-Q10-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, 2002.2008.
 
(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.

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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
(Registrant)

 
 
Date: November 7, 2008By:/s/ Lukas Braunschweiler
May 8, 2009
 
    
 By:  /s/ Craig A. McCollam  
  Lukas Braunschweiler
President, Chief Executive Officer And DirectorCraig A. McCollam 
  Senior Vice President and Chief Financial Officer (Signing as Principal Financial and Accounting Officer, and as Authorized Signatory of Registrant) 

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By:/s/ Craig A. McCollam
Craig A. McCollam
Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
32.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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