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). YESoþ   NOo

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):

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 5, 2009:4, 2010:

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 (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009.2010. 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, 2010. Separate line item2011.

In January 2010, the FASB issued a new accounting standard to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 and Level 2 of the change in prepaid income taxes has been providedfair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which is effective for us in the condensed consolidated statementfirst quarter of cash flows forfiscal 2011. Other than requiring additional disclosures, adoption of this new standard did not have a material impact on our financial statements or any additional disclosures as Dionex did not have any financial instruments transfers between Level 1 and 2 during the three months ended September 30, 20082010.

Dionex recognizes revenue when persuasive evidence of an arrangement exists, the product has been delivered or service has been performed, the sales price is fixed or determinable, and collection is reasonably assured. Delivery of the product is generally considered to conformhave occurred when shipped. Shipping charges billed to customers are included in net sales, and the fiscal 2010 presentation. Net operating resultsrelated costs are included in cost of sales. Sales from products are typically not subject to rights of return and, historically, actual sales returns have not been affected by this re-classification.

accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, whichCustomer acceptance is sometimes referredgenerally limited to as a minority interest, is a third-party ownership interest in the consolidated entity that should be reported as a component of equity in the condensed consolidated financial statements. Among other requirements, the new guidance requires the consolidated statement of income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. The new guidance also requires disclosure on the face of the consolidated statement of income of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. This accounting standard is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Effective July 1, 2009, we adopted the accounting standard related to noncontrolling interests in subsidiaries. In addition, the presentation and disclosure requirements of the Accounting Standard Update have been applied retrospectively toperformance under our condensed consolidated balance sheet as of June 30, 2009, our condensed consolidated statements of income and cash flows, and our comprehensive income disclosure in Note 7 for the three months ended September 30, 2008.

In October 2009, the FASB issued an Accounting Standard Updatea new accounting standard for multiple deliverable revenue arrangements. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. The FASB also issued a new accounting standard for certain revenue arrangements that include software elements. This new standard excludes software that is contained on a tangible product from the scope of software revenue guidance if the software is essential to the tangible product’s functionality. Dionex prospectively adopted both these standards in the first quarter of fiscal 2011 for new and materially modified arrangements originating after July 1, 2010. The impact of adopting these standards was not material to net sales on our condensed consolidated financial statements for the three-months ended September 30, 2010. The new accounting standard for revenue recognition withif applied in the same manner to the year ended June 30, 2010 would not have had a material impact on net sales or to our consolidated financial statements for that fiscal year. Dionex anticipates the effect of the adoption of these standards in future periods will primarily depend upon the nature and volume of new or materially modified arrangements.

Under these new standards, when a sales arrangement contains multiple deliverables. This guidance eliminates the residual method under the current guidance and replaces it with the “relative selling price” method when allocatingelements, such as products, software licenses and/or services, Dionex allocates revenue into each element based on a multiple deliverable arrangement. The selling price forhierarchy. Using the selling price hierarchy, Dionex determines selling price of each deliverable shall be determined using vendor specific objective evidence (“VSOE”), if it exists, and otherwise third-party evidence (“TPE”). If neither VSOE nor TPE of selling price exists, Dionex uses estimated selling price (“ESP”). Dionex generally expects that it will not be able to establish TPE due to the nature of the markets in which we compete, and, as such, Dionex typically will determine selling price using VSOE or if it exists, otherwise third-party evidencenot available, ESP.

Dionex’s basis for establishing VSOE of a deliverable’s selling price. If neither exists forprice consists of standalone sales transactions when the same or similar product or service is sold separately. However, when services are never sold separately, such as product installation services, VSOE is based on the product’s estimated installation hours based on historical experience multiplied by the standard service billing rate. In determining VSOE, Dionex requires that a deliverable, the vendor shall use its best estimatesubstantial majority of the selling price for that deliverable. After adoption, this guidance willa product or service fall within a reasonably narrow price or hour range, as defined by Dionex. Dionex also require expanded qualitativeconsiders the geographies in which the products or services are sold, major product and quantitative disclosures. This accounting guidance is effective for revenue arrangements entered into or materially modifiedservice groups, and other environmental variables in fiscal years beginning on or after June 15, 2010, although early adoption is permitted. We are currentlydetermining VSOE. Absent the existence of VSOE and TPE, our determination of a deliverable’s ESP involves evaluating the potential impact, if any, of the adoption of the accounting guidance on our consolidated financial position, results of operations and cash flow.

The following table is a reconciliation of the numerators and denominators used in computing basic and diluted earnings per share attributable to Dionex Corporation (in thousands, except per share data):

Dionex operates on a global basis and is exposed to foreign currencies. We have entered into forwardcurrency exchange rate fluctuations in the normal course of its business. As part of its risk management strategy, Dionex uses derivative instruments to manage exposures to foreign exchange contractscurrency. The objective is to hedge against fluctuations of intercompany account balances. Market valueoffset gains and losses resulting from these exposures with losses and gains on thesethe derivative contracts used to hedge them, thereby reducing volatility of earnings or protecting fair value of assets and liabilities. Dionex does not have any leveraged derivatives nor use derivative 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, 2009, we had forward exchange contracts to sell foreign currencies totaling $18.1 million (including approximately $11.2 million in Euros, $5.2 million in Japanese yen, $0.9 million in Australian dollars and $0.8 million in Canadian dollars). The foreign exchange contracts outstanding at the end of the period mature within one month. Consequently, contract values and fair market values are the same. In March 2007, we entered intofor speculative purposes.

Dionex uses a $10.0$10 million cross-currency swap arrangement for Japanese Yenyen that maturesexpires in March 2010. Starting January 2008, we determined that this cross-currency swap qualified2012 to hedge the exchange rate exposure of our net investment in our Japanese subsidiary. Dionex considers the impact of its counterparty’s credit risk on the fair value of the contract as well as the ability of each party to execute under the contract. Dionex assessed and documented hedge effectiveness of the contract and designated it as a net investment hedge. Ashedge at the inception date, January 1, 2008. We reassess hedge effectiveness on a result, duringquarterly basis. The gain or loss related to the three months ended September 30, 2009 and 2008, we marked to market decreases in valueeffective portion of $901,000 and $110,000, respectively,the hedge is reported in accumulated other comprehensive income as part of the foreign currency translation adjustment.adjustment, and the gain or loss related to the ineffective portion, if any, is reported in other income (expense).

Other derivatives not designated as hedging instruments consist primarily of foreign exchange forward contracts with high quality financial institutions to manage our exposure to the impact of fluctuations in foreign currency exchange rates on our intercompany receivables balances. Principal hedged currencies include the Euro, Japanese yen, Australian dollar and Canadian dollar. The periods of these forward contracts is approximately 30 days and have varying notional amounts that are intended to be consistent with changes in the underlying exposures and require Dionex to exchange foreign currencies for U.S. dollars at maturity. Gains (losses) on these contracts are reported as other income (expense) in the current period earnings.

Dionex has 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, 2009,2010, we had a total of $14.0$29.2 million in available lines of credit, with outstanding borrowings of $15.1 million maturing on December 31, 2009.

One of our foreign subsidiaries transfers certain customer receivables to financial institutions at a 30% equity interest with a carrying amountdiscount up to approximately 2% (“discounted notes”) and accounts for these transfers as sales. The purpose of $760,000 at June 30, 2008, using a combinationthese transfers is to facilitate the funding of cash and earn-out payment arrangements. The total purchase considerationoutstanding customer receivables by the Company. In the unlikely event that there is failure by the customers to repay the financial institutions 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 Swedish 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 $580,000 payable on July 1, 2011 and included within other long-term liabilities at September 30, 2009. There were no earn-out payments recorded for the fiscal year ending June 30, 2009.

Dionex estimates the fair value of the PSUs based on the number of PSUs that are expected to be earned multiplied by the market price of Dionex’s common stock on the date of grant. As the performance targets are considered performance conditions, the expense for these indemnification agreements atawards, net of estimated forfeitures, is recorded over the four year vesting period based on a graded accelerated vesting method.

The following table summarizes PSU activity under the 2004 Plan during the three months ended September 30, 2009 or June2010:

During the three months ended September 30, 2010, Dionex repurchased 187,183 shares of our common stock on the open market for approximately $14.0 million (at an average repurchase price of $74.54 per share), compared with 188,253 shares repurchased for approximately $11.2 million (at an average repurchase price of $59.36 per share) during the three months ended September 30, 2009.

We haveComprehensive income consists of two operating segments, CABUcomponents, net income and LSBU. CABU sells ion chromatographyother comprehensive income. Other comprehensive income refers to revenue, expenses, gains and accelerated solvent extraction products, serviceslosses that under GAAP are recorded as an element of stockholders’ equity but are excluded from net income. Dionex’s other comprehensive income consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, unrealized gains (loss) on net investment hedge and related consumables. LSBU sells high performance liquid chromatography products, servicesunrealized gains and related consumables. These two operating segments are aggregated into one reportable segment for financial statement purposes.losses on available-for-sale securities, and net deferred gains and losses on these items.

Our salesThe components of products, installation and training services and maintenance within this reportable segmentcomprehensive income attributable to Dionex Corporation were detailed as follows for the three months ended September 30 (in thousands):

As part of the process of preparing the condensed 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.

Accounting standardstandards relating to income taxes requiresrequire 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. We have evaluated our deferred tax assets and concluded that it is more likely than not that the deferred tax assets will be benefited in the future; therefore, valuation allowance is not required. In addition, we adopted the provisions of the FASB’s accounting guidance related to the accounting for uncertainty in income taxes. TheThis accounting standard 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 JuneSeptember 30, 20092010 was $14.1$8.1 million, of which $3.2$1.9 million, if recognized, would affect our effective tax rate, compared to $8.0 million on June 30, 2010, of which $1.9 million, if recognized, would have affected our effective tax rate. The liability for income taxes associated with uncertain tax positions is classified in deferred and other income taxes payable. For the three months ended September 30, 2009, we have recorded an increase of $668,000 in unrecognized tax benefits as a result of our ongoing evaluation of uncertain tax positions of which $120k if recognized would affect our effective tax rate.

We record interest and penalties related to unrecognized tax benefits in income tax expense. At JuneSeptember 30, 2009,2010, we had approximately $2.0$1.9 million accrued for estimated interest related to uncertain tax positions.positions compared to approximately $1.7 million on June 30, 2010. During the three months ended September 30, 2009 and 2008,2010, we accrued a total of $385,000 and $261,000, respectively$175,000 in interest on these uncertain tax positions. At September 30, 2010, we had approximately $69,000 accrued for estimated penalties related to uncertain tax positions compared to approximately $69,000 on June 30, 2010. During the fiscal year ended June 30, 2010, we accrued no additional penalties on these uncertain tax positions.

We are subject to audit by the Internal Revenue Service and the California Franchise Tax Board for the fiscal year 2005years 2006 through the fiscal year 2008.2009. 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 are for the fiscal years 2004 through 2009, fiscal years 2004 through 2009 for the UK and Hong Kong areand fiscal years 2003 through 2008. The years open to adjustment2009 for Japan are fiscal years 2002 through 2008.Japan.

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 the reasonably possible changeschange cannot be made.

EffectiveIn July 1, 2008, we adopted an Accounting Standard Update for fair value measurements for all financial assetsDionex acquired a Swedish company using a combination of cash and liabilities. Fair value are defined 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 measurementspost acquisition earn-out payment arrangements.

Under the purchase agreement, earn-out payments of 70% for assetsfiscal 2009, 30% for fiscal 2010 and liabilities required or permitted30% for 2011 as a percentage of the acquired company’s net income are payable to be recordedthe seller at fair value, we consider the principal or most advantageous marketend of each fiscal year. Each earn-out payment is contingent upon results of operations in which no payments were made during the three months ended September 30, 2010.

Minimum rental commitments under these assets and liabilities would be transacted.

Net sales for our products and services were as follows for the quarterthree months ended September 30:

No individual customer accounted for more than 10% of net sales during the three months ended September 30, 2009 were issued2010 and concluded there are no additional adjustments to the condensed consolidated financial statements or disclosures required.2009.

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

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, credit risks, 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.

During the last three quarters, we saw some declinepast quarter, Dionex experienced steady growth in customercertain of its end-user markets, including the life sciences, chemical/petrochemical, food and beverage and electronics markets. Demand from our customers in the environmental and electronics markets was relatively flat, while demand mainly driven by weaker economic conditions in some countries and/or specific end-user markets. We believe our second quarter will continue to be affected. Despite the weakness caused by the current economic conditions, we are very pleased with our resultspower market was lower for the first quarter. We exceededexperienced first quarter organic sales growth in all three of our internal expectations and guidance for bothmajor geographic regions. North America continued its strong sales and earnings per share forperformance from the fourth quarter of fiscal 2010 growing 22% compared with the first quarter. Our gross margin was in line with our expectations and we closely managed our operating expenses. We were also ablequarter of last year due to complete the acquisition of certain HPLC products line from ESA Biosciences, Inc., which further strengthened our HPLC portfolio. We believe the acquisition expanded our life sciences market opportunities, particularly in clinical research applications. Looking at our end customers markets, net salesstrong performance in our life sciences marketscience, chemical/petrochemical and food and beverage markets. In Europe, sales were up 9% in the first quarterlocal currencies, but were negatively affected by currency fluctuation which resulted in 1% growth in reported dollars compared towith last year. In Asia Pacific, sales in the first quarter of fiscal 2009, showing growth2011 grew 21% in all of our major geographic regions. Net sales in our environmental and food and beverage markets were flat for the quarter compared to the first quarter of fiscal 2009, with mixed results on a geographic basis. Finally, net sales in our chemical/petrochemical and our high purity water markets (electronics and power) were down in the first quarter compared to the first quarter of fiscal 2009.