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). YESþ 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 4, 2010:February 3, 2011:

Part I. Financial Information

Item 1. Financial Statements

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, 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, 2011.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued new standards for the accounting for transfers of financial assets. These new standards amend the criteria for a transfer of a financial assetsasset to be accounted for as a sale, establish more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, change the initial measurement of a transferor’s interest in transferred financial assets, eliminate the qualifying special-purpose entity concept and require enhanced disclosures. Dionex adopted these standards in the first quarter of fiscal 2011 and they did not have a material impact on our consolidated financial statements but did expand our disclosures about transfers of financial assets. Refer to Note 7 for additional information.

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 fair 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 iswas effective for us in the first quarter of fiscal 2011. Other than requiring additional disclosures, adoption of this new standard did not have a material impact on our consolidated financial statements or any additional disclosures as Dionex did not have any financial instruments transfers between Level 1 and 2 during the threesix months ended September 30,December 31, 2010.

Net sales are derived primarily from sales of products, software licenses, and services (including installation, training, other consulting services, and extended maintenance contracts on our products). The following revenue recognition policies define the manner in which Dionex accounts for sales transactions.

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 have occurred when shipped. Shipping charges billed to customers are included in net sales, and the related 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 significant. Dionex sells products through its direct sales force and through distributors and resellers. Sales through distributors and resellers are recognized as revenue upon sale to the distributor or reseller as these sales are considered to be final and no right of return or price protection exists.

deliverables as a group using the relative selling prices of each deliverable in the arrangement based on the selling price hierarchy. The consideration allocated to the software deliverable group is then allocated to each software deliverable within that group in accordance with software revenue recognition guidance.

For perpetual software licenses, Dionex recognizes revenue at the inception of the license term assuming all revenue recognition criteria have been met. Dionex uses the residual method to allocate revenue to software licenses at the inception of the license term when VSOE of fair value for the undelivered elements exists, such as software installations, and all other revenue recognition criteria have been satisfied. If Dionex cannot objectively determine the VSOE of fair value of any undelivered elements included in these multiple-element arrangements, revenue is deferred until all elements are delivered, or until VSOE of fair value can be objectively determined for the remaining undelivered elements.

Basic earnings per share attributable to Dionex Corporation are determined by dividing net income attributable to Dionex Corporation by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to Dionex Corporation are determined by dividing net income attributable to Dionex Corporation 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 summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30,December 31, 2010:

Total gross notional amounts for outstanding derivatives were as follows:

Depreciation expense was $2.6 million and $2.2$2.4 million in three months ended September 30,December 31, 2010 and 2009, respectively and $5.2 million and $4.6 million in six months ended December 31, 2010 and 2009, respectively.

Changes in the carrying amount of goodwill were as follows for the threesix months ended September 30,December 31, 2010:

on past experience of transferring discounted notes, which considers customers’ credit quality, historical loss experience, and whether the repurchase (if required in the event of a default) is probable and reasonably estimable. The length of time that these discounted notes are outstanding is approximately 90 days and during the three-monthssix-months ended September 30,December 31, 2010, Dionex recorded no losses as a result of customers’ failures to repay the financial institutions. Total discounted notes transferred to the financial institutions during the threesix months ended September 30,December 31, 2010 was $1.2$6.1 million and outstanding discounted notes sold as of September 30,December 31, 2010 was approximately $1.2$4.9 million.

Dionex accrues estimated product warranty costs at the time of sale, which are included in cost of sales in the consolidated statements of operations. While Dionex engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, our warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The amount of the accrued warranty liability is based on historical information, such as past experience, product failure rates, number of units repaired and estimated costs of material and labor. The liability is reviewed for reasonableness at least quarterly.

The changes in the warranty provision were as follows during the threesix months ended September 30:December 31:

The following table summarizes PSU activity under the 2004 Plan during the threesix months ended September 30,December 31, 2010:

The following assumptions were used to determine the fair value of ESPP shares for the threesix months ended September 30:December 31:

The condensed consolidated statement of operations included the following stock-based compensation expense related to options, RSUs, PSUs, and ESPP for the three and six months ended September 30:December 31:

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 standards relating to income taxes require 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 as of December 31, 2010 and concluded that it is more likely than not that the deferred tax assets will be benefitedrealized in the future; therefore, the establishment or modification of a valuation allowance is not required. In addition, we adopted the provisions of the FASB’s accounting guidancestandard related to the accounting for uncertainty in income taxes. ThisThe 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 September 30,December 31, 2010 was $8.1$7.6 million, of which $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.

We record interest and penalties related to unrecognized tax benefits in income tax expense. At September 30,December 31, 2010, we had approximately $1.9 million accrued for estimated interest related to uncertain tax positions compared to approximately $1.7 million on June 30, 2010. During the threesix months ended September 30,December 31, 2010, we accrued a total of $175,000$301,000 in interest on these uncertain tax positions. At September 30,December 31, 2010, we had approximately $69,000$38,000 accrued for estimated penalties related to uncertain tax positions compared to approximately $69,000 on June 30, 2010. During the fiscal yearperiod ended June 30,December 31, 2010, we accrued no additional penalties on these uncertain tax positions.

We are subject to audit by the Internal Revenue Service and California Franchise Tax Board for the fiscal years 2006 through the fiscal year 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 and fiscal years 2003 through 2009 for 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 change cannot be made.

In July 2008, Dionex acquired a Swedish company using a combination of cash and post acquisitionpost-acquisition earn-out payment arrangements.

Minimum rental commitments under these non-cancelable operating leases were as follows as of September 30,December 31, 2010:

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.

Dionex Corporation designs, manufactures, markets and services analytical instrumentation and related accessories and chemicals. Our products are used to analyze chemical substances in the environment and in a broad range of industrial and scientific applications. Our systems are used in environmental analysis and by the pharmaceutical, life sciences, chemical/petrochemical, power generation, food and electronics industries in a variety of applications.

Our current portfolio of liquid chromatography (LC) systems is focused in two product areas: ion chromatography (IC) and high performance liquid chromatography (HPLC). In addition, we offer a mass spectrometer detector that can be coupled with either IC or HPLC systems. For sample preparation, we provide accelerated solvent extraction (ASE^®) systems and AutoTrace^® instruments.instruments and consumables. In addition, we also develop and manufacture columns, consumables, suppressors, detectors, automation, and software analysis systems for use in or with liquid chromatography systems. All these products can be used to analyze chemical substances in the environment and in a broad range of industrial and scientific applications.

DuringOn December 12, 2010, Dionex, Thermo Fisher Scientific, Inc., a Delaware corporation (“Thermo Fisher”), and Weston D Merger Co., a Delaware corporation and a wholly owned subsidiary of Thermo Fisher (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will, subject to the past quarter,satisfaction or waiver of the conditions set forth in the Merger Agreement, merge with and into Dionex experienced steady growthand Dionex will survive the merger and continue as a wholly owned subsidiary of Thermo Fisher (the “Merger”). Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, at the effective time of the Merger (the “Effective Time”), each share of common stock of Dionex issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $118.50 in certaincash, without interest.

The Merger Agreement includes customary representations, warranties and covenants of Dionex and Thermo Fisher. Dionex has agreed to operate its business and the business of its end-user markets, including the life sciences, chemical/petrochemical, food and beverage and electronics markets. Demand from our customerssubsidiaries in the environmentalordinary course of business consistent with past practices until the Effective Time. Dionex has also agreed not to solicit, initiate, knowingly encourage or knowingly facilitate alternative acquisition proposals and electronics markets was relatively flat, while demandwill not knowingly permit its representatives to solicit or encourage any alternative acquisition proposal, in each case, subject to certain exceptions set forth in the Merger Agreement. The Merger Agreement contains certain termination rights, including, subject to the terms of the agreement, if the Dionex Board of Directors determines to accept a “Superior Proposal” as defined in the Merger Agreement, and also provides that under certain circumstances, upon termination, Dionex may be required to pay Thermo Fisher a termination fee of $65 million. The closing of the merger is currently expected to take place early in our power market was lower for the quarter. We experienced first quarter organic sales growth in all three of our major geographic regions. North America continued its strong sales performance from thefiscal fourth quarter of fiscal 2010 growing 22% compared with the first quarter of last year due to strong performance in our life science, chemical/petrochemical and food and beverage markets. In Europe, sales were up 9% in local currencies, but were negatively affected by currency fluctuation which resulted in 1% growth in reported dollars compared with last year. In Asia Pacific, sales in the first quarter of fiscal 2011 grew 21% in reported dollars and 17% in local currency driven by continued strong sales growth in India, Korea and Japan.pending regulatory approvals.

The following table summarizes our consolidated statements of income for the first quarter of 2011three and six months ended December 31, 2010 as compared to the three and six months ended December 31, 2009, as a percentage of net sales for the periods indicated:

North America-— Net sales in this region increased 22%by 14% and 18% in reported dollars for the first quarter of fiscal 2011three and six months ended December 31, 2010, respectively, as compared to the same periodcorresponding periods in the prior fiscal year primarily due to the demand for our products in the power and life science food and beverage and power markets. The overall demand in this region was driven by our HPLC instruments, the ESA products, and in part, by our new ICS-5000 Capillary RFIC Systems (“ICS-5000”), introduced in the second half of fiscal 2010.

Europe-— Net sales in this region increased 1%by 7% and 4% in reported dollars for the three and six months ended December 31, 2010, respectively, as compared to corresponding periods in the first quarter ofprior fiscal 2011 compared to same period in prior-yearyear (excluding the net impact of unfavorable currency movements, net sales increased 9%). The overall growth was primarily due to strong demandby 11% and 10%, respectively, in the chemicals and food and beverage markets, offset by softness in the life science and environmental markets. From a product perspective, growthsame periods). Growth in this region was driven by our HPLC portfolio, specifically ESA products added during fiscal 2010, and the introduction of the new UHPLC+ systems. In addition, we saw higher sales from our ICS-5000 products and IC consumables.

Asia / Pacific-— Net sales in this region increased by 22% and 21% in reported dollars for the three and six months ended December 31, 2010, respectively, as compared to corresponding periods in the first quarter ofprior fiscal 2011 compared to the same period in prior year (excluding the net impact of favorable currency movements, net sales increased 17%)by 18% in those same periods). The overall growth was primarily due to continued strength in the countriescountry of China, Japan, India Korea and JapanKorea as well as overall strength in the life sciencespower, electronics, and chemical markets in this particular region.

year. R&D expenses increased $841,000,by $1.7 million or 11.7%22.4% and $2.6 million or 17.3% for the three and six months ended December 31, 2010, respectively, as compared to corresponding periods in the prior fiscal year, primarily due to the headcount increases from the ESA acquisition,increase in annual salary and higher R&D expenses. R&D expenses as a percentage of net sales was in line between both periods.

Interest income for the three and six months ended December 31, 2010 was $61,000 and $121,000, respectively, as compared to $32,000 and $115,000, respectively, in the first quarter ofcorresponding periods in the prior fiscal 2011 and 2010 was $60,000 and $83,000, respectively.year. Our interest income was affected by a combination of the maturity of one of our short-term investments and lower interest rates in the U.S. and Europe induring the first quarter of fiscal 2011.three and six months ended December 31, 2010.

Interest expense for the three and six months ended December 31, 2010 was $38,000 and $71,000, respectively, as compared to $36,000 and $72,000, respectively, in the first quarter ofcorresponding periods in the prior fiscal 2011 and 2010 was $33,000 and $36,000, respectively.year. Our interest expense was affected theby combination of a higherlower average balance in our borrowing under the line of credit offset by lower interest rates in the first quarter of fiscal 2011.three and six months ended December 31, 2010.

Other income (expense),expense, net for the three and six months ended December 31, 2010 was $516,000 and $1,554,000, respectively, as compared to $494,000 and $454,000, respectively, in the first quarter ofcorresponding periods in the prior fiscal 2011 and 2010 was ($1.0 million), and $40,000, respectively.year. The changes were primarily due to losses on foreign currency transactions induring the first quarter of fiscal 2011.three and six months ended December 31, 2010.

Our tax rate may change over time as the amount and mix of income and taxes outside the U.S. changes. The effective tax rate is calculated using our projected annual pre-tax income and is affected by tax credits, the expected level of other tax benefits, and the impact of changes to the valuation allowance, as well as changes in the mix of our pre-tax income and losses among jurisdictions with varying statutory tax rates and credits.