UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2009


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). YESo 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):


Large accelerated filerþ		Accelerated filero		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting companyo

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 ~~May 7,~~November 5, 2009:


CLASS		NUMBER OF SHARES

Common Stock		~~17,683,486~~17,723,106

Part I. Financial Information

Item 1. Financial Statements

DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)


	March 31,		June 30,		September 30,		June 30,
	2009		2008		2009		2009
ASSETS
Current assets:
Cash and cash equivalents	$	71,854	$	75,624	$	78,234	$	69,684
Short-term investments		561		77		460		641
Accounts receivable (net of allowance for doubtful accounts of $526 at March 31, 2009 and $524 at June 30, 2008)		67,060		74,436
Accounts receivable (net of allowance for doubtful accounts of $443 at September 30, 2009 and $560 at June 30, 2009)						70,267		70,535
Inventories		32,745		31,627		37,679		31,274
Deferred taxes		11,073		11,534		12,255		12,171
Prepaid expenses and other current assets		19,299		13,742		18,957		21,917

Total current assets		202,592		207,040		217,852		206,222
Property, plant and equipment, net		70,210		72,335		78,312		71,927
Goodwill		28,007		26,670		36,375		29,354
Intangible assets, net		8,745		6,463		15,548		8,506
Other assets		16,178		17,922		13,891		13,975

	$	325,732	$	330,430
					$	361,978	$	329,984

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	12,896	$	21,805	$	15,137	$	64
Accounts payable		16,010		16,086		18,003		16,545
Accrued liabilities		28,513		32,211		31,203		31,222
Deferred revenue		21,904		21,352		24,246		22,559
Income taxes payable		6,663		5,873		9,101		4,581
Accrued product warranty		2,874		3,444		2,987		3,028

Total current liabilities		88,860		100,771		100,677		77,999
Deferred and other income taxes payable		23,079		27,013		25,627		24,348
Other long-term liabilities		6,485		5,897		3,685		3,707
Commitments and other contingencies (Note 12)
Commitments and other contingencies (Note 13)
Stockholders’ equity:
Dionex Corporation 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
17,647,678 shares at September 30, 2009 and 17,759,690 shares at June 30, 2009)						189,674		186,649
Retained earnings		21,778		2,582		22,385		21,459
Accumulated other comprehensive income		7,858		24,122		18,268		14,306

Total Dionex Corporation stockholders’ equity						230,327		222,414
Noncontrolling interest						1,662		1,516

Total stockholders’ equity		207,308		196,749		231,989		223,930

	$	325,732	$	330,430	$	361,978	$	329,984

~~DIONEX CORPORATION~~
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


	Nine Months Ended						Three Months Ended
	March 31,						September 30,
	2009			2008			2009			2008
Cash flows from operating activities:
Net income	$	44,017		$	38,574		$	10,586		$	12,026
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,990			6,424			2,478			2,320
Stock-based compensation		4,763			4,449			1,578			1,485
Allowance for bad debts		164			(13	)
Provision (benefit) for bad debts								(155	)		43
Loss on disposal of fixed assets		226			406			29			34
Tax benefit related to stock transactions		(1,377	)		(2,021	)		(165	)		(111	)
Deferred income taxes		134			(3,049	)		(5	)		(85	)
Changes in assets and liabilities:
Changes in assets and liabilities, net of acquired assets and assumed liabilities:
Accounts receivable		546			(815	)		2,435			978
Inventories		(5,563	)		1,338			(1,656	)		(3,960	)
Prepaid expenses and other assets		193			2,620			753			578
Prepaid income taxes		(3,339	)		(1,857	)		2,521			13
Accounts payable		738			580			783			110
Accrued liabilities		52			2,938			(1,685	)		(3,360	)
Deferred revenue		2,261			2,809			1,101			76
Income taxes payable		971			(2,738	)		4,457			(1,476	)
Accrued product warranty		(244	)		408			(173	)		10

Net cash provided by operating activities:		50,532			50,053
Net cash provided by operating activities								22,882			8,681

Cash flows from investing activities:
Purchase of marketable securities		(568	)		—			—			(2,713	)
Proceeds from sale of marketable securities								232			—
Purchase of property, plant and equipment		(9,296	)		(6,557	)		(2,751	)		(4,581	)
Purchase of intangible assets		—			(2,071	)
Purchase of business		(5,976	)		543			(21,100	)		(952	)

Net cash used for investing activities		(15,840	)		(8,085	)		(23,619	)		(8,246	)

Cash flows from financing activities:
Net change in notes payable		(9,425	)		17,656			15,075			3,265
Proceeds from issuance of common stock		6,680			8,307			3,261			1,657
Tax benefit related to stock transactions		1,377			2,021			165			111
Repurchase of common stock		(30,013	)		(55,441	)		(11,175	)		(13,332	)
Dividends paid to noncontrolling interests								(104	)		—

Net cash used for financing activities		(31,381	)		(27,457	)

Net cash provided by (used for) financing activities								7,222			(8,299	)

Effect of exchange rate changes on cash		(7,081	)		2,584			2,065			(4,712	)


Net increase (decrease) in cash and cash equivalents		(3,770	)		17,095			8,550			(12,576	)
Cash and cash equivalents, beginning of period		75,624			54,938			69,684			75,624

Cash and cash equivalents, end of period	$	71,854		$	72,033		$	78,234		$	63,048

Supplemental disclosures of cash flow information:
Income taxes paid	$	23,662		$	19,974		$	1,803		$	8,325
Interest expense paid		416			643			28			202
Supplemental schedule of non-cash investing and financing activities:
Accrued purchases of property, plant and equipment		536			339			588			526
Accrued consideration of business purchase		657			191			—			592
Elimination of equity interest associated with step-acquisition of business		760			—			—			760

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 condensed consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2008.~~2009. 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.~~2010. 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~~three months ended ~~March 31,~~September 30, 2008 to conform to the fiscal ~~2009~~2010 presentation. Net operating results have not been affected by this re-classification.

2. New Accounting Pronouncements

~~Recently Adopted Accounting Pronouncement.~~In ~~September 2006,~~May 2009, the Financial Accounting Standards Board ~~(“FASB”)~~(FASB) issued ~~Statement~~an Accounting Standard Update related to subsequent events. This accounting standard is intended to establish general standards of ~~Financial Accounting Standards (“SFAS”) No. 157,~~~~Fair Value Measurements~~~~(“SFAS No. 157”). SFAS No. 157 establishes a framework~~the accounting for ~~measuring fair value~~ and ~~expands~~ disclosures ~~about fair value measurements. The changes~~of events that occur after the balance sheet date but before financial statements are issued or are available to ~~current practice resulting from~~be issued. It requires the ~~application~~disclosure of ~~SFAS No. 157 relate to~~ the ~~definition of fair value, the methods used to measure fair value,~~date through which an entity has evaluated subsequent events 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~~basis for selecting that date, that is, whether that date represents the ~~effective~~ date ~~pertaining to non-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~~were issued or were available to be issued. The accounting standard is effective for interim or annual financial periods ending after ~~November~~June 15, ~~2008. Effective July 1, 2008, we~~2009 and was adopted ~~SFAS No. 157, except as it applies to~~by us during the ~~non-financial assets and non-financial liabilities subject to SFAS No. 157-2.~~quarter ended June 30, 2009. Additional disclosures are provided in Note ~~15.~~17.

In ~~May 2008,~~April 2009, the FASB issued ~~SFAS No. 162,~~~~The Hierarchy of Generally Accepted~~an Accounting ~~Principles~~~~(“SFAS No. 162”). SFAS No. 162, effective November 15, 2008, is intended~~Standard Update related to ~~improve financial reporting by identifying~~the accounting for assets acquired and liabilities assumed in a ~~consistent framework, or hierarchy, for selecting~~business combination that arise from contingencies, which amends the business combination accounting ~~principles~~standard to require contingent assets acquired and liabilities assumed to be ~~used in preparing financial statements that are presented in conformity with accounting principles generally accepted in~~recognized at fair value on the ~~United States of America for nongovernmental entities. Any effect of applying~~acquisition date if fair value can be reasonably estimated during the ~~provisions of SFAS No. 162 is to~~measurement period. If fair value cannot be ~~reported as a change in accounting principles~~reasonably estimated during the measurement period, the contingent asset or liability would be recognized in accordance with ~~SFAS No. 154,~~~~Accounting Changes~~the accounting standard related to contingencies and ~~Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3~~~~. The adoption of SFAS No. 162 had no effect 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~~estimation 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~~amount of a ~~recognized intangible asset under SFAS No. 142,~~~~Goodwill~~loss. Further, this eliminated the specific subsequent accounting guidance for contingent assets and ~~Other Intangible Assets~~~~(“SFAS No. 142”). The intent~~liabilities from the application of the ~~statement is to improve~~business combination accounting standard. However, contingent consideration arrangements of an acquiree assumed by the ~~consistency between the useful life of~~acquirer in a ~~recognized intangible asset under SFAS No. 142~~business combination would still be initially and ~~the period of expected cash flows used to measure the~~subsequently measured at fair ~~value of the asset under SFAS No. 141 (revised 2007) and other U.S. generally accepted~~value. This accounting ~~principles. SFAS No. 142-3~~guidance is effective ~~as of~~for all business acquisitions occurring on or after the beginning of ~~an entity’s fiscal year that begins~~the first annual reporting period beginning on or after December 15, 2008, which ~~will be the Company’s fiscal year beginning~~began on July 1, ~~2009. We are currently evaluating~~2009 for us. Effective July 1, 2009, we adopted the ~~potential impact, if any, of the adoption of SFAS No. 142-3 on the Company’s consolidated financial position, results of operations~~accounting standard related to assets acquired and ~~cash flows.~~liabilities assumed in a business combinations.

In ~~March 2008,~~April 2009, the FASB issued ~~SFAS No. 161,~~~~Disclosures~~two Accounting Standard Updates related to disclosures about ~~Derivative Instruments~~the fair value of financial instruments in interim period financial statements of publicly traded companies and ~~Hedging Activities(“SFAS No. 161”). SFAS No. 161 enhances~~in summarized financial ~~disclosure~~information required by ~~requiring that objectives~~another Accounting Standard Update. These updates are effective for ~~using derivative instruments be described in terms of underlying risk~~interim and annual reporting periods ending after June 15, 2009. Effective July 1, 2009, we adopted the accounting ~~designation in the form of tabular presentation, requiring transparency with respect~~guidance related to the ~~entity’s~~fair value disclosure of financial instruments.

In April 2009, the FASB issued two Accounting Standard Updates related to the recognition and presentation of other-than-temporary impairments (“OTTI”), which provides operational guidance for determining OTTI for debt securities. These updates are effective for interim and annual periods ending after June 15, 2009. Effective July 1, 2009, we adopted the accounting guidance related to the recognition and presentation of OTTI. The adoption of this accounting guidance did not have an impact on our condensed consolidated financial statements.

In December 2007, the FASB issued an Accounting Standard Update related to noncontrolling interests in subsidiaries to establish

~~liquidity from using derivatives,~~accounting and ~~cross-referencing an entity’s derivative information within its~~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, which is sometimes referred 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 ~~footnotes. SFAS No. 161~~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 ~~November~~December 15, ~~2008, which will be the Company’s fiscal year beginning~~2008. Effective July 1, ~~2009. We are currently evaluating~~2009, we adopted the ~~potential impact, if any,~~accounting standard related to noncontrolling interests in subsidiaries. In addition, the presentation and disclosure requirements of the ~~adoption~~Accounting Standard Update have been applied retrospectively to our condensed consolidated balance sheet as of ~~SFAS No. 161 on the Company’s~~June 30, 2009, our condensed consolidated ~~financial position, results~~statements of ~~operations~~income and cash ~~flows.~~flows, and our comprehensive income disclosure in Note 7 for the three months ended September 30, 2008.

In December 2007, the FASB issued ~~SFAS No. 141 (revised 2007),~~~~Business Combinations~~~~(“SFAS No. 141(R)”). SFAS No. 141(R)~~a revision to a previous Accounting Standard Update related to business combinations. The revised accounting standard 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)~~It 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)~~the revised accounting standard now 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)~~The effect of this revision 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 with early adoption prohibited, which ~~will begin~~began on July 1, 2009 for us. Effective July 1, 2009, we adopted the ~~Company. We are currently evaluating~~revised accounting standard related to business combinations.

In April 2008, the ~~potential impact, if any,~~FASB released an Accounting Standard Update to determine the useful life of intangible assets, 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 the previously issued standard on goodwill and other intangible assets. The intent of the statement is to improve the consistency between the useful life of a recognized intangible asset under the accounting standard and the period of expected cash flows used to measure the fair value of the asset under the accounting standard for business combinations and other U.S. generally accepted accounting principles. Effective July 1, 2009, we adopted the accounting guidance related to the useful life of certain intangible assets. The adoption ~~of SFAS No. 141(R)~~did not have an impact on ~~the Company’s~~our condensed consolidated financial ~~position, results~~statements.

In March 2008, the FASB issued an Accounting Standard Update related to disclosures about derivative instruments and hedging activities. The accounting standard enhances financial disclosure by requiring that objectives for using derivative instruments be described in terms of ~~operations~~underlying risk and ~~cash flows.~~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. Effective July 1, 2009, we adopted the accounting standard related to the disclosures about derivative instruments and hedging activities.

In February 2007, the FASB issued ~~SFAS No. 159,~~~~The Fair Value Option~~an Accounting Standard Update related to the fair value option for ~~Financial Assets~~financial assets and ~~Financial Liabilities~~~~(“SFAS No. 159”). SFAS No. 159~~financial liabilities. It 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~~The standard also requires entities to display the fair value of those assets and liabilities on the face of the balance ~~sheet. SFAS No. 159~~sheet and 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~~The accounting standard was 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.~~update.

In ~~April~~October 2009, the FASB issued ~~FASB Staff Position (“FSP”), FAS 115-2~~an Accounting Standard Update for revenue recognition with multiple deliverables. This guidance eliminates the residual method under the current guidance and ~~FAS 124-2,~~~~Recognition~~replaces it with the “relative selling price” method when allocating revenue in a multiple deliverable arrangement. The selling price for each deliverable shall be determined using vendor specific objective evidence of selling price, if it exists, otherwise third-party evidence of selling price. If neither exists for a deliverable, the vendor shall use its best estimate of the selling price for that deliverable. After adoption, this guidance will also require expanded qualitative and ~~Presentation of Other-Than-Temporary Impairments, which provides operational~~quantitative disclosures. This accounting 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 Instruments~~~~to require disclosures about fair value of financial instruments~~revenue arrangements entered into or materially modified 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 periodfiscal years beginning on or after ~~December~~June 15, ~~2008. The Company~~2010, although early adoption is permitted. We are currently evaluating the potential impact, if any, of the adoption of ~~FAS 141(R)-1~~the accounting guidance on ~~the Company’s~~our consolidated financial position, results of operations and cash ~~flows.~~flow.

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 ~~plan~~Equity Incentive Plan during the ~~nine~~three months ended ~~March 31,~~September 30, 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 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


						Weighted
						Average
				Weighted		Remaining		Aggregate
				Average		Contractual		Intrinsic
	Options			Exercise		Term		Value
	Outstanding			Price		(Years)		(in 000’s )
Balance at June 30, 2009		1,699,640		$	53.02
Options granted		—		$	—
Options exercised		(52,105	)	$	42.23
Options forfeited/canceled/expired		(13,375	)	$	69.48

Balance at September 30, 2009		1,634,160		$	53.23		5.97	$	23,373

Options vested and expected to vest at September 30, 2009		1,625,535		$	53.17		5.95	$	23,329

Exercisable at September 30, 2009		1,150,427		$	47.89		4.96	$	21,282

The aggregate intrinsic values in the table above represent the total pretax intrinsic values based on our closing stock price of ~~$47.25~~$64.97 at ~~March 31,~~September 30, 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 $3.6 million and $4.5 million~~ during the three ~~and nine~~ months ended ~~March 31, 2009.~~

~~In August 2008, we granted a total of 15,000 restricted stock units to our nine executive Officers, excluding our Chief Executive Officer. The fair value of each share on the grant date~~September 30, 2009 was $74.27. These restricted stock units vest over a five-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.$2.2 million.

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~~Our stock-based compensation expense for the three ~~and nine months~~ ended ~~March 31,~~September 30, 2009 and 2008 was as follows (in thousands):


	Three Months Ended						Nine Months Ended						Three Months Ended
	March 31,						March 31,						September 30,
	2009			2008			2009			2008			2009			2008
Cost of sales	$	193		$	163		$	552		$	445		$	158		$	185
Selling, general and administrative expenses		973			986			2,948			2,875			1,041			864
Research and development expenses		392			366			1,264			1,128			379			436

Total stock-based compensation expenses		1,558			1,515			4,764			4,448			1,578			1,485
Tax effect on stock-based compensation		(337	)		(495	)		(1,446	)		(1,454	)		(506	)		(487	)

Net effect on net income	$	1,221		$	1,020		$	3,318		$	2,994		$	1,331		$	998

As of ~~March 31,~~September 30, 2009, the unrecorded deferred stock-based compensation balance related to stock options was ~~$11.0~~$9.6 million after estimated forfeitures and will be recognized over an estimated weighted average amortization period of 2.4 years. We did not issue any options under the Equity Incentive Plan during the first quarter of fiscal 2010.

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.

Expected Volatility — Our computation of expected volatility for the ~~nine~~three months ended ~~March 31,~~September 30, 2009 and 2008 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):


	March 31,		June 30,		September 30,		June 30,
	2009		2008		2009		2009
Finished goods	$	20,649	$	19,236	$	23,817	$	19,070
Work in process		1,124		1,449		1,564		1,119
Raw materials		10,972		10,942		12,298		11,085

	$	32,745	$	31,627	$	37,679	$	31,274

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 ~~March 31,~~September 30, 2009, short-term investments included an equity indexed derivative totaling ~~$500,000.~~$452,000.

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
March 31, 2009, Certificate of deposits $ 61 $ — $ 61

June 30, 2008, Certificate of deposits $ 77 $ — $ 77


			Gross
			Unrealized		Fair
	Cost		Losses		Value
September 30, 2009, Certificate of deposits	$	8	$	—	$	8
June 30, 2009, Certificate of deposits	$	8	$	—	$	8

7. Comprehensive Income

Comprehensive income is the change in stockholders’ equity arising from transactions other than investments by owners and distributions to owners. The significant component of comprehensive income, other than net income, is the foreign currency translation adjustments. The components of ~~accumulated other~~ comprehensive income ~~was~~attributable to Dionex Corporation were as follows (in thousands):


	Three Months Ended						Nine Months Ended					Three Months Ended
	March 31,						March 31,					September 30,
	2009			2008			2009			2008		2009			2008
Net income, as reported	$	15,175		$	13,595		$	44,017		$	38,574	$	10,336		$	11,816
Foreign currency translation adjustments, net of taxes		(4,539	)		6,362			(16,261	)		13,631		4,862			(10,201	)
Unrealized gain (loss) on securities available for sale, net of taxes		—			(1	)		(2	)		4
Unrealized loss on net investment hedge													(901	)		(110	)
Unrealized gain on securities available for sale, net of taxes													1			—

Comprehensive income	$	10,636		$	19,956		$	27,754		$	52,209		14,298			1,505
Comprehensive income (loss) attributable to the noncontrolling interests													250			210
Dividend attributable to noncontrolling interests													(319	)		(459	)

Comprehensive income attributable to Dionex Corporation												$	14,229		$	1,256

Antidilutive common equivalent shares related to stock options are excluded from the calculation of diluted shares. Approximately ~~1,278,270~~622,493 and ~~352,481~~455,710 shares were excluded at ~~March 31,~~September 30, 2009 and 2008, respectively because they were antidilutive.

10. Acquisition

On September 22, 2009, we entered into a purchase agreement with ESA Biosciences, Inc. to acquire certain assets and liabilities of its Life Science Tools (“LST”) and Laboratory Services business divisions. The acquisition increased our portfolio of High Performance Liquid Chromatography (“HPLC”) solutions and expanded our presence in the life sciences market, particularly in clinical research applications. The purchase consideration totaled $21.6 million, consisting of $21.1 million in cash and $486,000 in assumed liabilities. The purchase price has been preliminarily allocated to assets and liabilities acquired based upon our estimate of their fair values. Through the date that we finalize our purchase price allocation, any changes to the preliminary fair value estimates will be reflected in goodwill. The acquired goodwill is deductible for tax purposes and it reflects the value that is attributable primarily to operating synergy benefits unique to us. The impact on our result of operations as a result of this acquisition for the quarter and since the acquisition is immaterial to our condensed consolidated financial statements..

The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):


Accounts receivable and prepaid assets	$	110
Inventory		3,190
Other assets		26
Property, plant, equipment		3,986
Identifiable intangible assets		7,290
Goodwill		6,984

Total assets acquired		21,586
Accounts payable and accrued liabilities		(197	)
Deferred revenue		(254	)
Warranty obligations		(35	)

Total liabilities assumed		(486	)

Total purchase price, net of liabilities assumed	$	21,100

Acquisition related costs totaling approximately $350,000 were charged to selling, general and administrative expense for the three months ended September 30, 2009.

11. 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 ~~nine~~three months ended ~~March 31,~~September 30, 2009 was as follows (in thousands):

Total
Balance as of July 1, 2008 $ 26,670
Translation adjustments (1,834 )
Additions 3,171

Balance as of March 31, 2009 $ 28,007

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 $505,000 payable on July 1, 2011 and included within other long-term liabilities at 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.


	Total
Balance as of July 1, 2009	$	29,354
Translation adjustments		443
Additions		6,578

Balance as of September 30, 2009	$	36,375

Our reporting units consist of our operating segments, the Chemical Analysis Business Unit (CABU) and the Life Sciences Business Unit (LSBU). Except 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~~We performed annual impairment tests on goodwill in April ~~2008~~2009 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,~~September 30, 2009.

Information regarding our other intangible assets follows (in thousands):


	As of March 31, 2009							As of June 30, 2008
	Carrying		Accumulated					Carrying		Accumulated					As of September 30, 2009							As of June 30, 2009
	Amount		Amortization			Net		Amount		Amortization			Net		Carrying		Accumulated					Carrying		Accumulated
															Amount		Amortization			Net		Amount		Amortization			Net
Patents and trademarks	$	7,088	$	(1,828	)	$	5,260	$	5,958	$	(1,376	)	$	4,582	$	5,958	$	(2,129	)	$	3,829	$	7,088	$	(1,978	)	$	5,110
Developed technology		11,200		(9,966	)		1,234		10,825		(10,825	)		—		15,738		(10,613	)		5,125		11,054		(10,327	)		1,177
Tradenames																2,830		—			2,830		—		—			—
Customer lists		3,239		(988	)		2,251		2,761		(880	)		1,881		5,121		(1,357	)		3,764		3,391		(1,172	)		2,219

Total	$	21,527	$	(12,782	)	$	8,745	$	19,544	$	(13,081	)	$	6,463	$	29,647	$	(14,099	)	$	15,548	$	21,983	$	(13,477	)	$	8,506

Details of the change in accrued product warranty for the ~~nine~~three months ended ~~March 31,~~September, 2009 and 2008 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
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


								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, 2009	$	3,028	$	881	$	98		$	(1,020	)	$	2,987
September 30, 2008	$	3,444	$	1,342	$	(206	)	$	(1,325	)	$	3,255


(1)		Effects of exchange rate changes

~~12.~~13. Commitments and Other Contingencies

Revenues generated from international operations are generally denominated in foreign currencies. We have 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 ~~March 31,~~September 30, 2009, we had forward exchange contracts to sell foreign currencies totaling ~~$17.7~~$18.1 million (including approximately ~~$10.7~~$11.2 million in Euros, ~~$5.1~~$5.2 million in Japanese yen, ~~$0.8~~$0.9 million in Australian dollars and ~~$1.1~~$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 into a $10.0 million cross-currency swap arrangement for Japanese Yen that matures in March 2010. Starting January 2008, we determined that this cross-currency swap qualified as a net investment hedge. As a result, during the three ~~and nine~~ months ended ~~March 31,~~September 30, 2009 and 2008, we marked to market ~~an increase (decrease)~~decreases in value of ~~$1.0 million~~$901,000 and ~~$(900,000),~~$110,000, respectively, in accumulated other comprehensive income as part of the 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 ~~March, 31,~~September 30, 2009, we had a total of ~~$28.8~~$14.0 million in available lines of credit with outstanding borrowings of ~~$12.4~~$15.1 million maturing on December 31, 2009.

InOn July 1, 2008, we acquired a 100% ownership interest in a Swedish company, in 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 ~~post acquisition~~ earn-out payment arrangements. ~~Under~~The total purchase consideration for the ~~purchase agreement,~~incremental 70% ownership interest was approximately $1.5 million, excluding contingent earn-out payments ~~of 70% for fiscal 2009 and 30% for fiscal 2010 and 2011 as~~based on a percentage of ~~the acquired company’s~~ net income ~~are~~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 toon July 1, 2011 and included within other long-term liabilities at September 30, 2009. There were no earn-out payments recorded for the ~~seller at the end of each~~ fiscal ~~year. Each earn-out payment is contingent upon results of operations.~~year ending June 30, 2009.

We are subject to audit by the Internal Revenue Service and the California Franchise Tax Board for the fiscal year ~~2004~~2005 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~~2003 through 2008. The years open to adjustment for Japan are fiscal years ~~2001~~2002 through ~~2007.~~2008.

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.

~~15.~~16. Fair Value Measurements

Effective July 1, 2008, we adopted an Accounting Standard Update for fair value measurements for all financial assets and ~~liabilities as required by SFAS No. 157. SFAS No. 157 defines fair~~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 measurements

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, 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.

Overview

~~This quarter was one of~~During the ~~more challenging~~last three 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. 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 results for the first quarter. We exceeded our internal expectations and guidance for both sales and earnings per share for the first quarter. Our gross margin was in line with our expectations and we closely managed our operating expenses. We were also able to ~~grow~~complete the acquisition of certain HPLC products line from ESA Biosciences, Inc., which further strengthened our ~~top line organically on a local currency basis, excluding~~HPLC portfolio. We believe the ~~negative effects of currency fluctuations. We had strong earnings growth this quarter. We~~acquisition expanded our life sciences market opportunities, particularly in clinical research applications. Looking at our end customers markets, net sales in our life sciences market were ~~able to grow our operating income and expand our operating income margin by 250 basis points~~up in the first quarter compared to the ~~third~~first quarter ~~last year despite a decline~~of fiscal 2009, showing growth in ~~reported sales for the quarter. We achieved these results through tight controls on manufacturing costs and operating expenses. We anticipate that~~all of our major geographic regions. Net 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~~environmental and ~~consumables products. In the third quarter, we achieved growth in our end-user markets of life sciences, environmental,~~ food and beverage ~~and power. Demand from our customers~~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 ~~electronics~~our high purity water markets ~~was~~(electronics and power) were down ~~sharply~~in the first quarter compared to ~~third~~the first quarter of fiscal 2009.

Looking at sales by major geographic region, net sales in North America were down slightly for the quarter compared to the first quarter of fiscal 2009. We believe this performance in our North American business represents a stabilization of our business in this region compared with the last ~~year.~~two quarters. In Europe, first quarter sales declined in both reported dollars and local currency compared to the first quarter of fiscal 2009. We ~~anticipate these market trends~~saw weakness in all of our markets except life sciences which continued to ~~continue~~grow. Our Asia Pacific region continued its strongest performance as sales in this region grew in both reported dollars and local currency for the ~~short term.~~first quarter.

Results of Operations

Summary

Net sales for the ~~third~~first quarter of fiscal ~~2009~~2010 were ~~$94.4~~$90.7 million, compared with ~~$98.4~~$93.4 million reported for the same period in the prior year, reflecting a decrease of 4%3%. Operating income for the quarter was ~~$21.6~~$16.5 million, ~~an increase~~a decrease of 8%15.4% over operating income for the ~~third~~first quarter of fiscal ~~2008~~2009 of ~~$20.0~~$19.5 million. Cash flow from operating activities during the quarter was ~~$18.4~~$22.9 million compared with ~~$24.9~~$8.7 million for the ~~third~~first quarter of fiscal ~~2008,~~2009, reflecting ~~a decrease~~an increase of ~~26%~~162%. Our gross profit margin for the quarter was ~~68.0%~~65.8%, ~~an increase~~a decrease compared to ~~65.6%~~67.1% for the same period last year. Selling, general and administrative expenses were ~~37.4%~~39.7% of net sales during the quarter, compared to ~~37.8%~~38.7% reported in the same period last year. Research and product development expenses for the quarter were ~~7.7%~~7.9% of net sales, up slightly from the 7.5% reported in the same period last year. Diluted earnings per share ~~increased 17%~~decreased 10.9% to ~~$0.84~~$0.57 for the ~~third~~first quarter, compared to ~~$0.72~~$0.64 reported in the same period last year. 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 first nine months of fiscal 2009 was $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 66.2% during the same period in the prior year.

lower demand from our environmental and food and beverage customers. However, this performance showed stabilization in demand compared with the previous two quarters. Net sales in Europe decreased by 12% to $35.1 million in the first quarter of fiscal 2010, compared to $39.9 million during the same period in the prior year due to ~~an adverse currency fluctuation of $0.6 million~~the challenging economic environment 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 ~~$4.3~~$2.2 million. Excluding the impact of currency fluctuations, net sales in Europe ~~increased~~decreased by 7% to ~~$39.1~~$37.3 million ~~essentially flat,~~ in the ~~third~~first quarter of fiscal 2010 due to weaknesses in all of our markets except life sciences which continue to grow. The Asia/Pacific region continued its strong performance as it grew 8% in reported dollars and 6% in local currency for the first quarter compared to the first quarter of fiscal 2009. ~~Net~~Sales growth was driven by a strong performance in China. We saw weaker sales results in ~~Europe remained substantially the same for the nine months ended March 31, 2009, $118.2 million~~Japan and Korea 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 HPLC products especially from our life sciences customers. Net salesprevious quarters, though order flows improved in the ~~Asia/Pacific region increased by 12% in~~last month of the third quarter of fiscal 2009 to $35.9 million, compared to $32.0 million during the same period in the prior year, driven by increased sales in Japan, China, and 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.quarter.

We are subject to the effects of foreign currency fluctuations that have an impact on net sales. Overall, currency fluctuations decreased reported net sales for the three months ended ~~March 31,~~September 30, 2009 by ~~$5.0~~$1.9 million, or 5%2.0% 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 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 %


	Three Months
	Ended
	September 30, 2009
Percentage change in net sales
Total:		-3.0	%
By geographic region:
North America		-0.4	%
Europe		-12.3	%
Asia/Pacific		7.9	%

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 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 %


	Three Months
	Ended
	September 30, 2009
Percentage change in net sales excluding currency fluctuations
Total:		-1.0	%
By geographic region:
North America		0.5	%
Europe		-6.7	%
Asia/Pacific		5.8	%

Gross margin

Gross margin for the ~~third~~first quarter of fiscal ~~2009~~2010 was ~~68.0%~~65.8%, ~~up substantially~~a decrease from the ~~65.6%~~67.1% gross profit margin reported in the ~~third~~first quarter last year. ~~Despite the strengthening of the U.S. dollar the margin~~The difference was up due to ~~tight cost controls, positive results from~~a number of factors, including a change in the geographical mix with a weaker performance in Europe, faster HPLC sales growth and higher deferred revenue. We expect our ~~ongoing product cost reduction projects and a positive geographic mix. Gross~~gross margin to be in the range of 66% to 67% for the ~~first nine months of~~ fiscal ~~2009 was 67.6%; an increase from the 66.2% reported in the first nine months of fiscal 2008 as a result of our tight cost controls and cost reduction efforts.~~year 2010.

Operating expenses

Operating expenses ~~of $42.6 million~~ for the ~~third~~first quarter of fiscal ~~2009 decreased by $1.9~~2010 were $43.2 million, ~~or 4.3%, from the $44.5 million reported in~~unchanged compared to the same quarter last year. As a percentage of net sales, operating expenses were ~~45.1%~~47.6% for the ~~third~~first quarter of fiscal ~~2009, a decrease~~2010, an increase from the ~~45.2%~~46.3% of sales reported in the ~~third~~first quarter of fiscal ~~2008.~~2009. The effects of foreign currency fluctuations decreased total operating expenses by ~~$2.6~~$1.4 million, or ~~5.9%~~3.2%, for the quarter ended ~~March 31,~~September 30, 2009, compared to an increase of 5%5.0% during the same period in the prior year. Excluding currency effects, the $740,000 increase in operating expenses was attributable primarily to the addition of our new subsidiary in Sweden and targeted expense growth in Asia/Pacific, specifically in China to further build our infrastructure and footprint in this strategic market. Operating expenses for the nine 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 continued expansion in China, India and Sweden.

Selling, general and administrative (SG&A) expenses were ~~$35.3~~$36.0 million for the ~~third~~first quarter of fiscal ~~2009,~~2010, compared with ~~$37.2~~$36.2 million for the same quarter of fiscal ~~2008.~~2009. As a percentage of net sales, SG&A expenses were ~~37.4%~~39.7% in the ~~third~~first quarter of fiscal ~~2009,~~2010, compared to ~~37.8% in~~38.7% the same period in fiscal ~~2008.~~2009. Effects of foreign currency fluctuations decreased SG&A expenses by ~~$2.3~~$1.2 million, or ~~6.2%~~3.3%, in the ~~third~~first quarter of fiscal ~~2009.~~2010. SG&A expenses, excluding currency effects, grew by ~~$0.5~~$0.9 million, or ~~1.3%~~2.7%, compared to the ~~third~~first quarter of fiscal ~~2008,~~2009, due to our continued expansion in the Asia/Pacific region and certain one-time expenses ~~from~~related to our ~~new subsidiary in Sweden. 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~~acquisition during the same period of fiscal 2008 mainly due to the net effect of foreign currency fluctuations and expansion in the Asia/Pacific region particularly in China and India to further build our infrastructure and footprint in these two strategic markets.quarter.

Research and product development (R&D) expenses were ~~$7.3~~$7.2 million for the ~~third~~first quarter of fiscal ~~2009, unchanged~~2010, an increase of $0.2 million,

or 2.0%, from ~~the $7.3~~$7.0 million reported in the ~~third~~first quarter of fiscal ~~2008.~~2009. As a percentage of net sales, R&D expenses increased marginally to ~~7.7%~~7.9% in the ~~third~~first quarter of fiscal ~~2009~~2010 when compared to the 7.5% in the ~~third~~first 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.2009.

Income taxes

The effective tax rate in the ~~third~~first quarter of fiscal ~~2009~~2010 was ~~29.6%~~36.6%, reflecting a decrease from ~~32.7%~~38.0% reported for the ~~third~~first quarter of fiscal ~~2008.~~2009. The relative decrease in our tax rate was primarily due to ~~higher~~lower research tax credits ~~higher foreign tax credits and differences between~~in last fiscal year, as the federal statute had expired. We anticipate that our ~~prior year provision and the actual 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~~rest of ~~taxable income by tax jurisdiction. We anticipate our tax rate~~the fiscal year will be in the range of ~~35.0%~~34.0% to ~~36.0% for the remainder of fiscal year 2009.~~35.0%.

Net income

Net income attributable to Dionex Corporation in the ~~third~~first quarter of fiscal ~~2009 increased 11.8%~~2010 decreased 12.7% to ~~$15.2~~$10.3 million, compared with ~~$13.6~~$11.8 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 ~~March 31,~~September 30, 2009, we had cash and equivalents and short-term investments of ~~$72.4~~$78.7 million. Our working capital was ~~$113.7~~$117.2 million, an increase of ~~$6.9~~$21.2 million from ~~$106.8~~$96.0 million reported at ~~March 31,~~September 30, 2008.

Cash generated by operating activities for the ~~nine~~three months ended ~~March 31,~~September 30, 2009 was ~~$50.5~~$22.9 million, compared with ~~$50.1~~$8.7 million for the same period last year. A lower level of prepaid ~~expenses,~~income taxes due to a refund of the taxes, an increase in deferred revenues due to a higher level of uninstalled systems and ~~better cash collection of~~software, a decrease in accounts receivable due to lower sales and higher income taxes payable due to lower tax payments contributed to higher operating ~~cash.~~cash flows. These ~~increases~~changes were partially offset by a decrease to operating cash from an increase in ~~prepaid income taxes~~inventory as we prepared for higher shipments in the second quarter and ~~inventories due to~~ a ~~build up of inventories to support growth~~decrease in ~~Asia and new product introductions.~~accrued liabilities for employee compensation.

Cash used for investing activities was ~~$15.8~~$23.6 million in the ~~nine~~first three months of fiscal ~~2009.~~2010. Capital expenditures for the ~~first nine~~three months of fiscal ~~2009~~2010 were ~~$9.3~~$2.8 million which included purchases related to our general operations, expansion of our IT platform and refurbishment of a building in Sunnyvale. Additionally, ~~$6.0~~$21.1 million was paid in connection with the acquisition of ~~a Swedish company~~the assets and liabilities of the ~~AutoTrace sample preparation product line.~~LST and Laboratory Services business of ESA Biosciences Inc, of which approximately $3M was for the building in which they currently operate.

There have been no material changes to our operating lease obligations outside ordinary business activities since June 30, ~~2008.~~2009. Our outstanding borrowings under our lines of credit ~~decreased~~increased to ~~$12.4~~$15.1 million at ~~March 31,~~September 30, 2009 from ~~$21.5~~$0.6 million at ~~December 31, 2008.~~June 30, 2009. These amounts are due in a period of less than one year.

The amounts above exclude liabilities recorded under ~~FIN 48,~~the accounting provision related to income tax uncertainties, 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~~Refer 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 valueNote 2 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~~Notes to ~~the non-financial assets and non-financial liabilities subject to SFAS No. 157-2. Additional disclosures are provided in Note 15.~~

~~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. 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 adoption of SFAS No. 162 had no effect 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 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 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~~Condensed Consolidated 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.Statements section.

Critical 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 ~~nine~~three months ended ~~March 31,~~September 30, 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.~~2009.

~~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 Instruments~~to 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.

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~~2009 or the first ~~nine~~three months of fiscal ~~2009~~2010 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 have 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 ~~March 31,~~September 30, 2009, we had forward exchange contracts to sell foreign currencies totaling ~~$17.7 million~~$18.1million (including approximately ~~$10.7~~$11.2 million in Euros, ~~$5.1~~$5.2 million in Japanese yen, ~~$0.8~~$0.9 million in Australian dollars and ~~$1.1~~$0.8 million in Canadian dollars). At June 30, 2009, we had forward exchange contracts to sell foreign currencies totaling $15.2 million (including approximately $9.8 million in Euros, $3.9 million in Japanese yen, $0.9 million in Australian dollars and $0.6 million in Canadian dollars). The foreign exchange contracts outstanding at the end of the period mature within one month. ~~Additionally,~~Consequently, contract values and fair market values are the same. At September 30, 2009 and June 30, 2009, we have $372,000 and $57,000, respectively, in other current liabilities in the condensed consolidated balance sheets related to the foreign currency exchange contracts. For the three months ended September 30, 2009, we recorded realized pre-tax losses of $661,000 related to the closed foreign exchange forward contracts. For the three months ended September 30, 2008, we recorded realized pre-tax gains of $979,000 related to the closed foreign exchange forward contracts.

In March 2007, we entered into a $10.0 million cross-currency swap arrangement for Japanese Yen ~~which~~that matures in March 2010.

Starting January 2008, we determined that this cross-currency swap qualified as a net investment hedge. 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 $1 million for the nine months ended December 31, 2007 and this amount was recorded in other expense, net. Starting~~In January 2008, we completed our formal documentation of the hedging relationship and determined that the cross-currency swap qualified as a net investment hedge. As a result, during the three months ended September 30, 2009 and ~~nine months ended March 31, 2009,~~2008, we marked to market ~~an increase (decrease)~~decreases in value of ~~$1.0 million~~$901,000 and ~~$(900,000),~~$110,000, respectively, in accumulated other comprehensive income as part of the 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 ~~March 31,~~September 30, 2009 and June 30, ~~2008~~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 our actual balances and changes in the timing and amount of interest rate movements.

Debt and Interest Expense.At ~~March 31,~~September 30, 2009, we had notes payable of ~~$12.9~~$15.1 million. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to our outstanding debt balance at ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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.

contractual terms. A further downturn in economic conditions may make it more difficult for us to maintain and continue our revenue growth and profitability performance resulting in a material adverse effect on our business.

Foreign currency fluctuations related to international operations may adversely affect our operating results.

We derived ~~approximately 74% and 75%~~over 70% of our net sales from outside the United States in the ~~third~~first quarter of ~~2009 and 2008, respectively,~~fiscal 2010 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 ~~the last few years,~~recent periods, our results of operations have been positively affected from the depreciation of the U.S. dollar against the Euro, the ~~Japanese~~ yen and several other foreign currencies, but there can be no assurance that this positive impact will continue. ~~More recently,~~In the past, our results of operations have been negatively impacted by the appreciation of the U.S. dollar against other currencies.

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 net sales. In addition, we expect that the proportion of our employees, contract manufacturers, suppliers, job functions and manufacturing facilities located outside the United States will 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 economic, political 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.

Credit risks associated with our customers may adversely affect our financial position or result of operations.

Because trade credit is extended to 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.

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.

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. 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 U.S. to address these requirements through cash from U.S. operations, efficient and timely repatriation of cash from overseas and other sources obtained at an acceptable cost.

~~Economic, political~~Our results of operations and ~~other risks~~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 receptive to our newly-developed products, our results of operations would be adversely impacted and we may be unable to recover the costs of research and product development and marketing associated with such products.

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 we are and have greater resources, including larger sales forces and ~~operations~~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.

~~Because~~Most raw materials, components and supplies that we ~~sell our products worldwide~~purchase are available from many suppliers. However, certain items are purchased from sole or limited-source suppliers and ~~have significant operations outside~~a disruption 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

~~facilities located outside the United States may increase. Accordingly, our future results~~these sources 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~~adversely affect our ~~operating results.~~

~~Our business, financial condition~~ability to ship products as needed. A prolonged inability to obtain certain materials or components would likely reduce product inventory, hinder sales and ~~results~~harm our reputation with customers. Worldwide demand for certain components may cause the cost of ~~operations may be affected by various economic factors, including~~such components to rise or limit the ~~current world-wide market disruptions and economic downturn~~availability of these components, which ~~may continue for the foreseeable future. The current downturn in global economic conditions may make it more difficult for us to maintain revenue growth and profitability performance. In~~could have 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.~~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 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. 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 success of our business will depend in part on the successful integration of Dr. Witney into our management team and the continued success of Dr. Witney and the rest of our management team in developing and executing ~~the Company’s~~our strategic plans.

~~Fluctuations in our quarterly operating results may cause our stock price to decline.~~

~~Our results of operations and financial condition will suffer if we do not introduce new products that are attractive to our customers on a timely basis.~~

2522

~~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 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, whether or not such suits have merit, 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~~2009 to ~~2024.~~2029. 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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer 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 board of directors 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.

The following table indicates common shares repurchased and additional shares added to the repurchase program during the three months ended ~~March 31,~~September 30, 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)
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


					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 to July 31, 2009		—		—		7,814,025		—		1,141,058
August 1 to August 31, 2009		101,586	$	58.46		7,915,611		29,611		1,069,083
September 1 to September 30, 2009		86,667	$	60.40		8,002,278		46,630		1,029,046

Total		188,253	$	59.36		8,002,278		76,241		1,029,046


(1)		The number of shares represents the number of shares issued pursuant to employee stock plans that are authorized for purchase.

(2)		The number of shares includes (i) 1.0 million shares of common stock approved for repurchases in October 2008, plus (ii) that

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	)
4.1	Stockholder Rights Agreement dated January 21, 1999, between Dionex Corporation and Bank Boston N.A.		(2	)
10.1	Medical Care Reimbursement Plan as amended October 30, 2007 (Exhibit 10.1)		(7	)

*10.1					Medical Care Reimbursement Plan as amended October 30, 2007 (Exhibit 10.1)		(7	)

10.2	Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.15)		(3	)	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				First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.17)		(5	)
	Corporation (Exhibit 10.17)		(5	)
10.4	Dionex Corporation 2004 Equity Incentive Plan, as amended October 2007 (Exhibit 10.1)		(12	)
10.5	Form of Stock Option Agreement for non-employee directors (Exhibit 10.5)		(13	)
10.6	Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)		(13	)
10.7	Form of Stock Unit Award Agreement for non-employee directors (Exhibit 10.2)		(12	)
10.8	Form of International Stock Option Agreement (Exhibit 10.8)		(7	)
10.9	Employee Stock Participation Plan (Exhibit 10.13)		(6	)
*10.4					Dionex Corporation 2004 Equity Incentive Plan, as amended October 2007 (Exhibit 10.1)		(12	)

*10.5					Form of Stock Option Agreement for non-employee directors (Exhibit 10.5)		(13	)

*10.6					Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)		(13	)

*10.7					Form of Stock Unit Award Agreement for non-employee directors (Exhibit 10.2)		(12	)

*10.8					Form of International Stock Option Agreement (Exhibit 10.8)		(7	)

*10.9					Employee Stock Participation Plan (Exhibit 10.13)		(6	)

10.10	Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex				Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.1)		(8	)
	Corporation (Exhibit 10.1)		(8	)
10.11	Change in Control Severance Benefit Plan, as amended August 6, 2008 (Exhibit 10.13)		(9	)
*10.11					Change in Control Severance Benefit Plan, as amended October 26, 2009 (Exhibit 99.1)		(2	)

10.12	Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex				Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.8)		(10	)
	Corporation (Exhibit 10.8)		(10	)
10.13	Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)		(9	)
10.14	Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)		(9	)
10.15	Form of Indemnification Agreement (Exhibit 10.1)		(14	)
*10.13					Form of Stock Unit Award Agreement for U.S. employees (Exhibit 10.9)		(9	)

*10.14					Form of Stock Unit Award Agreement for International employees (Exhibit 10.10)		(9	)

*10.15					Form of Indemnification Agreement (Exhibit 10.1)		(14	)

*10.16					Management Incentive Bonus Plan dated August 4, 2009 (Exhibit 99.1)		(15	)

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


	Page (s)
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements		3
Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2009 and June 30, ~~2008~~2009		3
Condensed Consolidated Statements of Income for the Three Months Ended ~~March 31,~~September 30, 2009 and 2008		4
Condensed Consolidated Statements of ~~Income~~Cash Flows for the ~~Nine~~Three Months Ended ~~March 31,~~September 30, 2009 and 2008		5
~~Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2009 and 2008~~		6
Notes to Condensed Consolidated Financial Statements		76
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1716
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		2319
ITEM 4. Controls and Procedures		2320

PART II. OTHER INFORMATION
ITEM 1A. Risk Factors		2420
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		2723
ITEM 6. Exhibits		2825
SIGNATURES		2927
~~EX-31.1~~Exhibit 31.1
~~EX-31.2~~Exhibit 31.2
~~EX-32.1~~Exhibit 32.1
~~EX-32.2~~Exhibit 32.2


	Three Months Ended						Three Months Ended
	March 31,						September 30,
	2009			2008			2009			2008
Net sales	$	94,396		$	98,356		$	90,664		$	93,435
Cost of sales		30,171			33,831			31,041			30,724

Gross profit		64,225			64,525			59,623			62,711

Operating expenses:
Selling, general and administrative		35,341			37,170			35,983			36,197
Research and product development		7,256			7,336			7,172			7,029

Total operating expenses		42,597			44,506			43,155			43,226

Operating income		21,628			20,019			16,468			19,485
Interest income		291			561			83			403
Interest expense		(73	)		(236	)		(36	)		(218	)
Other expense, net		(300	)		(150	)
Other income (expense), net								40			(403	)

Income before taxes		21,546			20,194			16,555			19,267
Taxes on income		6,371			6,599			5,969			7,241

Net income	$	15,175		$	13,595			10,586			12,026
Less: Net income attributable to noncontrolling interest								250			210

Basic earnings per share	$	0.85		$	0.74
Net income attributable to Dionex Corporation							$	10,336		$	11,816

Diluted earnings per share	$	0.84		$	0.72

Basic earnings per share attributable to Dionex Corporation							$	0.58		$	0.65

Diluted earnings per share attributable to Dionex Corporation							$	0.57		$	0.64

Shares used in computing per share amounts:
Basic		17,843			18,438			17,712			18,068
Diluted		18,039			18,992			18,050			18,547


	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


	Nine Months Ended						Three Months Ended
	March 31,						September 30,
	2009			2008			2009			2008
Volatility for Equity Incentive Plan		29% - 35	%		28% - 29	%		—			29	%
Volatility for ESPP		24% - 40	%		23% - 31	%		36	%		24	%
Risk-free interest rate for Equity Incentive Plan		2.8% - 3.3	%		2.9% - 4.6	%		—			3.3	%
Risk-free interest rate for ESPP		0.5% - 2.0	%		2.2% - 4.8	%		0.3	%		2.0	%
Expected life of Equity Incentive Plan	4.70 years			4.75 years				—		4.70 years
Expected life of ESPP	6 months			6 months			6 months			6 months
Expected dividend	$	0.00		$	0.00		$	0.00		$	0.00


	March 31,			June 30,
	2009			2008			September 30,			June 30,
	2009			2009
Land	$	23,997		$	24,911		$	28,141		$	24,533
Buildings and improvements		45,841			46,019			48,298			47,060
Machinery, equipment and tooling		40,211			36,825			42,872			40,960
Furniture and fixtures		10,467			10,898			11,450			10,884
Construction-in-progress		984			2,330			3,897			2,408

		121,500			120,983			134,658			125,845
Accumulated depreciation and amortization		(51,290	)		(48,648	)		(56,346	)		(53,918	)

Property, plant and equipment, net	$	70,210		$	72,335		$	78,312		$	71,927


	Total
Balance as of July 1, 2008	$	26,670
Translation adjustments		(1,834	)
Additions		3,171

Balance as of March 31, 2009	$	28,007


			Fair Value Measurements at March 31, 2009								Fair Value Measurements at September 30, 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	$	2,752	$	2,752	$	—	$	—	$	7,151	$	7,151	$	—	$	—
Equity indexed derivatives		500		—		500		—		452		—		452		—

Total	$	3,252	$	2,752	$	500	$	—	$	7,603	$	7,151	$	452	$	—

Liabilities:
Foreign currency contracts	$	1,964	$	1,964	$	—	$	—


~~(1)~~		~~Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2009.~~

~~(2)~~		~~Included in “Other long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2009.~~


	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	%


	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	$	12,385	$	12,385	$	—	$	—	$	—	$	15,137	$	15,137	$	—	$	—	$	—
Long-Term Debt Associated with Business Purchase		505		—		505		—		—		580		—		580		—		—

Operating Lease Obligations		15,616		5,263		5,556		2,062		2,735		14,637		5,796		4,754		1,549		2,538

Total	$	28,506	$	17,648	$	6,061	$	2,062	$	2,735	$	30,354	$	20,933	$	5,334	$	1,549	$	2,538


		number of shares of common stock equal to the number of shares issued pursuant to employee stock plans subsequent to ~~August 2006~~October 2008 minus the number of shares repurchased, plus (iii) the number of shares remaining from the repurchase authorization in August 2006.


(1)		Incorporated by reference to the corresponding exhibit in our Annual Report on Form 10-K filed September 20, 1989. (file no. 000-11250).

(2)		Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form ~~10-Q~~8-K filed ~~February 16, 1999. (file no. 000-11250).~~October 30, 2009.

(3)		Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed February 14, 2001. (file no. 000-11250).

(4)		Incorporated by reference to the indicated Exhibit in our Form 8-K filed August 11, 2008.

(5)		Incorporated by reference to the indicated Exhibit in our Annual Report on Form 10-K filed September 24, 2003. (file no. 000-11250).

(6)		Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed September 10, 2004.

(7)		Incorporated by reference to the indicated exhibit in our Form 10-Q filed November 9, 2007.

(8)		Incorporated by reference to the indicated exhibit in our current Report on Form 8-K filed December 22, 2004.

(9)		Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed August 29, 2008.

(10)		Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed February 9, 2007.

(11)		Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007.


(12)		Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007.

(13)		Incorporated by reference to the indicated exhibit in our Form 10-Q filed February 8, 2008.

(14)		Incorporated by reference to the indicated exhibit in our Form 8-K filed November 3, 2008.

(15)		Incorporated by reference to the indicated exhibit in our Form 8-K filed August 10, 2009.

*		Management contract or compensatory plan or agreement.


Date: November 6, 2009	DIONEX CORPORATION (Registrant)
~~Date: May 8, 2009~~
	By:	/s/ Craig A. McCollam
		Craig A. McCollam
		~~Senior~~Executive Vice President and Chief Financial Officer (Signing as Principal Financial and Accounting Officer, and as Authorized Signatory of Registrant)


	Remaining		Remaining
	Amortization		Amortization
	Expense		Expense
2009 (remaining three months)	$	322
2010		1,210
2010 (remaining nine months)			$	1,984
2011		1,179		2,681
2012		1,213		2,407
2013		830		1,727
2014				1,217
Thereafter		2,861		2,702

Total	$	7,615	$	12,718