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

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)		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. YES   þ   NO   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES   þ   NO   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES   o   NO   þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 4, 2010:

CLASS		NUMBER OF SHARES
Common Stock		17,421,071

 

 

DIONEX CORPORATION
INDEX

		Page (s)
PART I. FINANCIAL INFORMATION			3
ITEM 1. Financial Statements			3
Condensed Consolidated Balance Sheets as of September 30, 2010 and June 30, 2010			3
Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2010 and 2009			4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2010 and 2009			5
Notes to Condensed Consolidated Financial Statements			6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			20
ITEM 4. Controls and Procedures			21
PART II. OTHER INFORMATION			22
ITEM 1A. Risk Factors			22
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			25
ITEM 6. Exhibits			27
SIGNATURES			28
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

Part I. Financial Information

Item 1. Financial Statements

DIONEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)

		September 30,				June 30,
		2010				2010
ASSETS
Current assets:
Cash and cash equivalents		$	76,852			$	69,830
Short-term investments			176				448
Accounts receivable (net of allowance for doubtful accounts of $524 and $543 as of September 30, 2010 and June 30, 2010, respectively)			86,752				86,780
Inventories			41,562				37,458
Deferred taxes			14,001				14,036
Prepaid expenses and other current assets			21,576				18,991
Total current assets			240,919				227,543
Property, plant and equipment, net			80,623				76,062
Goodwill			35,913				35,013
Intangible assets, net			17,654				13,859
Other assets			10,213				9,511
		$	385,322			$	361,988
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Borrowings under line of credit		$	17,371			$	3,149
Accounts payable			14,633				17,303
Accrued liabilities			32,993				33,980
Deferred revenue			25,985				25,203
Income taxes payable			3,605				5,247
Accrued product warranty			2,617				2,532
Total current liabilities			97,204				87,414
Deferred and other income taxes payable			19,160				16,427
Other long-term liabilities			7,616				7,272
Commitments and other contingencies (Note 12)
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:
17,301,892 shares as of September 30, 2010 and 17,437,276 shares as of June 30, 2010) and capital in excess of par value			210,507				207,855
Retained earnings			33,435				34,195
Accumulated other comprehensive income			15,128				6,733
Total Dionex Corporation stockholders’ equity			259,070				248,783
Noncontrolling interests			2,272				2,092
Total stockholders’ equity			261,342				250,875
		$	385,322			$	361,988

See notes to condensed consolidated financial statements.

DIONEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

		Three Months Ended
		September 30,
		2010				2009
Net sales		$	102,874			$	90,664
Cost of sales			36,472				31,041
Gross profit			66,402				59,623
Operating expenses:
Selling, general and administrative			40,266				35,983
Research and product development			8,013				7,172
Total operating expenses			48,279				43,155
Operating income			18,123				16,468
Interest income			60				83
Interest expense			(33	)			(36	)
Other income (expense), net			(1,038	)			40
Income before taxes			17,112				16,555
Taxes on income			5,790				5,969
Net income			11,322				10,586
Less: Net income attributable to noncontrolling interests			361				250
Net income attributable to Dionex Corporation		$	10,961			$	10,336
Basic earnings per share attributable to Dionex Corporation		$	0.63			$	0.58
Diluted earnings per share attributable to Dionex Corporation		$	0.62			$	0.57
Shares used in computing per share amounts:
Basic			17,388				17,712
Diluted			17,698				18,050

See notes to condensed consolidated financial statements.

DIONEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

		Three Months Ended
		September 30,
		2010				2009
Cash flows from operating activities:
Net income		$	11,322			$	10,586
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			3,380				2,478
Stock-based compensation			1,972				1,578
Bad debt recoveries			(114	)			(155	)
Loss on disposal of fixed assets			341				29
Tax benefit related to stock transactions			(337	)			(165	)
Deferred income taxes			89				(5	)
Changes in assets and liabilities, net of acquired assets and assumed liabilities:
Accounts receivable			4,500				2,435
Inventories			(734	)			(1,656	)
Prepaid expenses and other current assets			(543	)			753
Prepaid income taxes			(1,756	)			2,521
Accounts payable			(2,854	)			783
Accrued liabilities			(3,186	)			(1,685	)
Deferred revenue			(317	)			1,101
Income taxes payable			(1,214	)			4,457
Accrued product warranty			(59	)			(173	)
Net cash provided by operating activities			10,490				22,882
Cash flows from investing activities:
Proceeds from sale of marketable securities			288				232
Purchase of property, plant and equipment			(5,178	)			(2,751	)
Purchase of intangible assets			(4,512	)			(21,100	)
Net cash used for investing activities			(9,402	)			(23,619	)
Cash flows from financing activities:
Net borrowings under line-of-credit			14,222				15,075
Proceeds from issuance of common stock			2,577				3,261
Tax benefit related to stock transactions			337				165
Repurchase of common stock			(13,952	)			(11,175	)
Dividends paid to noncontrolling interests			—				(104	)
Net cash provided by financing activities			3,184				7,222
Effect of exchange rate changes on cash			2,750				2,065
Net increase in cash and cash equivalents			7,022				8,550
Cash and cash equivalents, beginning of period			69,830				69,684
Cash and cash equivalents, end of period		$	76,852			$	78,234
Supplemental disclosures of cash flow information:
Income taxes paid		$	8,907			$	1,803
Interest expense paid			28				28
Supplemental schedule of non-cash investing and financing activities:
Accrued purchases of property, plant and equipment			106				588

See notes to condensed consolidated financial statements

DIONEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Summary of Significant Accounting Policies

Organization and 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 (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010. Unless the context otherwise requires, the terms “Dionex,” “we,” “our” and “us” and words of similar import as used in these notes to condensed consolidated financial statements include Dionex Corporation and its consolidated subsidiaries.

The unaudited condensed consolidated financial statements included herein reflect all adjustments (which include only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the results for the periods presented. The results for such periods are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2011.

New Accounting Standards Adopted

Transfers of Financial Assets

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

Financial Instruments

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

Revenue Recognition

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

Dionex recognizes revenue when persuasive evidence of an arrangement exists, the product has been delivered or service has been performed, the sales price is fixed or determinable, and collection is reasonably assured. Delivery of the product is generally considered to have occurred when shipped. Shipping charges billed to customers are included in net sales, and the related costs are included in cost of sales. Sales from products are typically not subject to rights of return and, historically, actual sales returns have not been significant. Dionex sells products through its direct sales force and through distributors and resellers. Sales through distributors and resellers are recognized as revenue upon sale to the distributor or reseller as these sales are considered to be final and no right of return or price protection exists.

Customer acceptance is generally limited to performance under our published product specifications. When additional customer acceptance conditions apply, all revenue related to the sale is deferred until acceptance is obtained.

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

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

Dionex’s basis for establishing VSOE of a deliverable’s selling price consists of standalone sales transactions when the same or similar product or service is sold separately. However, when services are never sold separately, such as product installation services, VSOE is based on the product’s estimated installation hours based on historical experience multiplied by the standard service billing rate. In determining VSOE, Dionex requires that a substantial majority of the selling price for a product or service fall within a reasonably narrow price or hour range, as defined by Dionex. Dionex also considers the geographies in which the products or services are sold, major product and service groups, and other environmental variables in determining VSOE. Absent the existence of VSOE and TPE, our determination of a deliverable’s ESP involves evaluating several factors based on the specific facts and circumstances of these arrangements, which include pricing strategy and policies driven by geographies, market conditions, competitive landscape, correlation between proportionate selling price and list price established by management having the relevant authority, and other environmental variables in which the deliverable is sold.

For multiple element arrangements which include extended maintenance contracts, Dionex allocates and defers the amount of consideration equal to the separately stated price and recognizes revenue on a straight-line basis over the contract period.

For multiple element arrangements which contain software deliverables and non-software deliverables (i.e. instruments) where the instruments’ essential functionality is not dependent on both deliverables functioning together, revenue is allocated to the software deliverables as a group using the relative selling prices of each deliverable in the arrangement based on the selling price hierarchy. The consideration allocated to the software deliverable group is then allocated to each software deliverable within that group in accordance with software revenue recognition guidance.

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

Note 2: Earnings Per Share

Basic earnings per share attributable to Dionex Corporation are determined by dividing net income attributable to Dionex Corporation by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to Dionex Corporation are determined by dividing net income attributable to Dionex Corporation by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding under the treasury stock method.

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

		Three Months Ended
		September 30,
		2010				2009
Numerator:
Net income attributable to Dionex Corporation		$	10,961			$	10,336
Denominator:
Weighted average shares used to compute earnings per share attribution to Dionex Corporation — basic			17,388				17,712
Effect of dilutive stock options			310				338
Weighted average shares used to compute earnings per share attribution to Dionex Corporation— diluted			17,698				18,050
Basic earnings per share attributable to Dionex Corporation		$	0.63			$	0.58
Diluted earnings per share attributable to Dionex Corporation		$	0.62			$	0.57
Antidilutive common equivalent shares related to stock awards are excluded from the calculation of diluted earnings per share attribution to Dionex Corporation			594				622

Note 3: Fair Value Measurements

In accordance with the accounting standards for fair value measurements and disclosures, assets and liabilities are measured at fair value on a recurring basis as of the end of each reporting period. Dionex applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

	•		Level 1 input utilize observable data such as quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
	•		Level 2 inputs utilize data points other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly.
	•		Level 3 inputs utilize unobservable data points for the asset of liability in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table summarizes our assets and liabilities measured at fair value on a recurring basis as of September 30, 2010:

(in thousands)		Total				Level 1				Level 2				Level 3
Assets:
Money market (1)		$	81			$	81			$	—			$	—
Equity indexed derivatives (2)			176				—				176				—
Total		$	257			$	81			$	176			$	—
Liabilities:
Foreign currency contracts (3)		$	5,709			$	—			$	5,709			$	—

Note 4: Derivative Securities

All derivatives, whether designated in hedging relationships or not, are required to be recorded on the consolidated balance sheets at fair value as either assets or liabilities. If the derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge or net investment hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in earnings when the hedged item affects earnings; ineffective portions of changes in fair value are recognized in earnings.

Dionex operates on a global basis and is exposed to foreign currency exchange rate fluctuations in the normal course of its business. As part of its risk management strategy, Dionex uses derivative instruments to manage exposures to foreign currency. The objective is to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, thereby reducing volatility of earnings or protecting fair value of assets and liabilities. Dionex does not have any leveraged derivatives nor use derivative contracts for speculative purposes.

Net Investment Hedge

Dionex uses a $10 million cross-currency swap arrangement for Japanese yen that expires in March 2012 to hedge the exchange rate exposure of our net investment in our Japanese subsidiary. Dionex considers the impact of its counterparty’s credit risk on the fair value of the contract as well as the ability of each party to execute under the contract. Dionex assessed and documented hedge effectiveness of the contract and designated it as a net investment hedge at the inception date, January 1, 2008. We reassess hedge effectiveness on a quarterly basis. The gain or loss related to the effective portion of the hedge is reported in accumulated other comprehensive income as part of the foreign currency translation adjustment, and the gain or loss related to the ineffective portion, if any, is reported in other income (expense).

Other Derivatives

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

Total gross notional amounts for outstanding derivatives were as follows:

		September 30,				June 30,
(in thousands)		2010				2010
Derivatives not designated as hedging instruments
Currency forwards:
Euro		$	23,793			$	17,659
Japanese yen			6,683				4,282
Australian dollar			1,052				791
Canadian dollar			1,205				853
Derivatives designated as hedging instruments
Currency swaps			10,000				10,000
Total		$	42,733			$	33,585

The following table shows derivative instruments measured at gross fair value and balance sheet location on the condensed consolidated balance sheet:

		September 30, 2010								June 30, 2010
		Accrued				Other Long-				Accrued				Other Long-
(In thousands)		Liabilities				Term Liabilities				Liabilities				Term Liabilities
Derivatives designated as hedging instruments
Currency swaps		$	—			$	4,211			$	—			$	3,390
Derivatives not designated as hedging instruments
Currency forwards		$	1,498			$	—			$	290			$	—

The following table shows the effect of derivative instruments designated as hedging instruments and not designated as hedging instruments in the condensed consolidated statements of operations in the three months ended September 30:

(In thousands)		2010				2009
Derivatives designated as hedging instruments
Net investment hedges
Unrealized gain/ (loss) recognized in other comprehensive income on derivatives		$	(821	)		$	(901	)
Realized gain/ (loss) reclassified from other comprehensive income into income		$	—			$	—
Derivatives not designated as hedging instruments
Currency forwards
Realized gain / (loss) included other income/(expense), net		$	(2,161	)		$	(661	)

Note 5: Balance Sheet Details

The following tables provide details of selected balance sheet items:

		September 30,				June 30,
(in thousands)		2010				2010
Inventories:
Finished goods		$	25,733			$	23,788
Work in process			1,542				1,781
Raw materials			14,287				11,889
		$	41,562			$	37,458

		September 30,				June 30,
		2009				2010
Property, Plant and Equipment, net:
Land		$	27,859			$	25,098
Buildings and improvements			50,407				48,396
Machinery, equipment and tooling			53,082				50,411
Furniture and fixtures			13,219				12,194
Construction-in-progress			25				13
			144,592				136,112
Accumulated depreciation and amortization			(63,969	)			(60,050	)
Property, plant and equipment, net		$	80,623			$	76,062

Depreciation expense was $2.6 million and $2.2 million in three months ended September 30, 2010 and 2009, respectively.

Note 6: Goodwill and Other Intangible Assets

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

(in thousands)
Balance as of June 30, 2010		$	35,013
Additions			12
Foreign currency translation impact			888
Balance as of September 30, 2010		$	35,913

Intangible assets (net of accumulated amortization) were as follows:

		As of September 30, 2010												As of June 30, 2010
		Carrying				Accumulated								Carrying				Accumulated
(in thousands)		Amount				Amortization				Net				Amount				Amortization				Net
Patents and trademarks		$	8,788			$	(2,730	)		$	6,058			$	8,788			$	(2,580	)		$	6,208
Developed technology			9,840				(1,332	)			8,508				14,893				(10,456	)			4,437
Customer relationships			5,322				(2,234	)			3,088				5,119				(1,905	)			3,214
Total		$	23,950			$	(6,296	)		$	17,654			$	28,800			$	(14,941	)		$	13,859

As a result of certain acquisitions, Dionex recorded trade names (intangible assets) totaling $2.8 million, which is not subject to amortization and is included in Patent and trademarks.

Amortization expense related to all finite intangible assets was $0.8 million and $0.3 million in three months ended September 30, 2010 and 2009, respectively. Estimated future amortization expense related to finite lived intangible assets as of September 30, 2010 is as follows:

		Remaining
		Amortization
(in thousands)		Expense
Remainder of Fiscal 2011		$	2,394
Fiscal 2012			2,878
Fiscal 2013			2,234
Fiscal 2014			1,775
Fiscal 2015			1,374
After Fiscal 2015			4,179
Total		$	14,834

Note 7: Financing Arrangements

Dionex has unsecured credit agreements with domestic and international financial institutions. The agreements provide for revolving unsecured lines of credit that we utilize primarily for our general corporate purposes, including stock repurchases and working capital needs. As of September 30, 2010, we had a total of $29.2 million in available lines of credit, maturing on December 31, 2010 at an annual interest rate of 1.9%, under which we had borrowed $17.4 million.

One of our foreign subsidiaries transfers certain customer receivables to financial institutions at a discount up to approximately 2% (“discounted notes”) and accounts for these transfers as sales. The purpose of these transfers is to facilitate the funding of outstanding customer receivables by the Company. In the unlikely event that there is failure by the customers to repay the financial institutions for the discounted notes sold by Dionex, Dionex would be required to repurchase the discounted notes back, up to the specified amount outstanding. Under no other circumstance is Dionex obligated or do we have a right to repurchase these discounted notes. Dionex has determined that the fair value of these contingent liabilities under these arrangements are not material as of September 30, 2010 based on past experience of transferring discounted notes, which considers customers’ credit quality, historical loss experience, and whether the repurchase (if required in the event of a default) is probable and reasonably estimable. The length of time that these discounted notes are outstanding is approximately 90 days and during the three-months ended September 30, 2010, Dionex recorded no losses as a result of customers’ failures to repay the financial institutions. Total discounted notes transferred to the financial institutions during the three months ended September 30, 2010 was $1.2 million and outstanding discounted notes sold as of September 30, 2010 was approximately $1.2 million.

Note 8: Warranty

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

The changes in the warranty provision were as follows during the three months ended September 30:

(in thousands)		2010				2009
Balance, beginning		$	2,532			$	3,028
Additions			1,266				881
Effects of foreign currencies exchange			144				98
Settlements			(1,325	)			(1,020	)
Balance, end		$	2,617			$	2,987

Note 9: Stock-Based Compensation

Dionex’s Board of Directors authorized the 2004 Equity Incentive Plan (the “2004 Plan”). Shares reserved for future issuance under the 2004 Plan may be used for grants of stock options (“options”), restricted stock units (“RSU”), and other types of awards.

Dionex also sponsors the Employee Stock Purchase Plan (the “ESPP”) in which eligible employees may contribute up to 10% of their base compensation 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. Employees purchased 18,831 shares during the

three months ended September 30, 2011 for approximately $1.1 million under the ESPP.

Performance Stock Units

Starting in the first quarter of fiscal 2011, Dionex issued performance stock units (“PSUs”) to certain executive officers. The number of shares ultimately received will depend on specified performance targets related to revenue and diluted earnings per share growth rates over a two-year performance period (the “performance period”). Fifty percent of the shares awarded vest at the end of the performance period and remaining shares vest twenty-five percent on each of the following two anniversaries after the performance period assuming continued service by the employee. Delivery of the shares occurs upon achievement of the targets and as of the vesting date.

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

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

						Wtd. Avg.
						Grant-Date
		Shares				Fair Value
PSUs outstanding as of June 30, 2010			—				—
Granted			11,688			$	76.30
Vested			—				—
Changes in PSUs due to performance conditions			—				—
Forfeited			—				—
PSUs outstanding as of September 30, 2010			11,688			$	76.30

As of September 30, 2010, there was $0.8 million in unrecognized compensation costs related to PSU granted under the 2004 Plan. These costs are expected to be recognized over a weighted average period of 3.8 years.

Restricted Stock Units

The following table summarizes RSU activity under the 2004 Plan during the three months ended September 30, 2010:

						Wtd. Avg.
						Grant-Date
		Shares				Fair Value
RSUs outstanding as of June 30, 2010			87,776			$	64.21
Granted			34,241				76.30
Released			—				—
Canceled			(2,325	)			67.18
RSUs outstanding as of September 30, 2010			119,692			$	67.61

As of September 30, 2010, there was $5.9 million in unrecognized compensation costs related to RSU granted under the 2004 Plan. These costs are expected to be recognized over a weighted average period of 3.6 years.

Stock Options

The following table summarizes option activity under the 2004 Plan during the three months ended September 30, 2010:

										Weighted
										Average
						Weighted				Remaining				Aggregate
						Average				Contractual				Intrinsic
		Options				Exercise				Term				Value
		Outstanding				Price				(Years)				(in millions)
Options outstanding as of June 30, 2010			1,474,627			$	57.05
Granted			215,412				76.30
Exercised			(32,968	)			44.21
Canceled			(13,151	)			68.77
Options outstanding as of September 30, 2010			1,643,920			$	59.74				6.56			$	43.9
Options vested and expected to vest as of September 30, 2010			1,601,557			$	59.44				6.48			$	43.2
Exercisable as of September 30, 2010			965,177			$	52.71				4.92			$	32.6

The total intrinsic value of options exercised during the first quarter of 2011 was $1.5 million. As of September 30, 2010, there was $12.2 million of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted average period of 2.9 years.

The following assumptions were used to determine the fair value of the stock options using the Black-Scholes-Merton options pricing model for the three months ended September 30:

		2010				2009
Volatility			33	%			33	%
Risk-free interest rate			1.55	%			2.53	%
Expected life (in years)			4.7				4.6
Expected dividend		$	0.00			$	0.00

Employee Stock Purchase Plan

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

		2010				2009
Volatility			30	%			36	%
Risk-free interest rate			0.20	%			0.30	%
Expected life (in years)			0.50				0.50
Expected dividend		$	0.00			$	0.00

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

(in thousands)		2010				2009
Cost of sales		$	234			$	158
Selling, general and administrative expenses			1,409				1,041
Research and development expenses			330				379
Tax benefit			(668	)			(506	)
Total		$	1,305			$	1,072

Note 10: Stockholders’ equity

Common Stock Repurchases

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

Comprehensive Income

Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ equity but are excluded from net income. Dionex’s other comprehensive income consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, unrealized gains (loss) on net investment hedge and unrealized gains and losses on available-for-sale securities, and net deferred gains and losses on these items.

The components of comprehensive income attributable to Dionex Corporation were as follows for the three months ended September 30 (in thousands):

		2010				2009
Net income, as reported		$	11,322			$	10,586
Foreign currency translation adjustments, net of taxes			9,215				4,862
Unrealized loss on net investment hedge			(821	)			(901	)
Unrealized gain on securities available for sale, net of taxes			—				1
Comprehensive income			19,716				14,548
Comprehensive income (loss) attributable to the noncontrolling interests			361				250
Comprehensive income attributable to Dionex Corporation		$	19,355			$	14,298

Note 11: Income Taxes

As part of the process of preparing the condensed consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure and assessing changes in temporary differences resulting from differing treatment of items, such as depreciation, amortization and inventory reserves, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the condensed consolidated balance sheets.

Accounting standards relating to income taxes require that we continually evaluate the necessity of establishing or changing a valuation allowance for deferred tax assets, depending on whether it is more likely than not that actual benefit of those assets will be realized in future periods. We have evaluated our deferred tax assets and concluded that it is more likely than not that the deferred tax assets will be benefited in the future; therefore, valuation allowance is not required. In addition, we adopted the provisions of the FASB’s accounting guidance related to the accounting for uncertainty in income taxes. This accounting standard requires financial statement reporting of the expected future tax consequences of uncertain tax return reporting positions on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but it prohibits any discounting of any of the related tax effects for the time value of money.

Our total amount of unrecognized tax benefits as of September 30, 2010 was $8.1 million, of which $1.9 million, if recognized, would affect our effective tax rate, compared to $8.0 million on June 30, 2010, of which $1.9 million, if recognized, would have affected our effective tax rate. The liability for income taxes associated with uncertain tax positions is classified in deferred and other income taxes payable.

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

Included in our balance of income tax liabilities, accrued interest, and accrued penalties at September 30, 2010 of $10.2 million, is $3.9 million related to tax positions for which it is reasonably possible that the statute of limitations will expire in various jurisdictions within the next twelve months.

We are subject to audit by the Internal Revenue Service and California Franchise Tax Board for the fiscal years 2006 through the fiscal year 2009. As we have operations in most other US states, other state tax authorities may assess deficiencies related to prior year activities; however, the years open to assessment vary with each state. We also file income tax returns for non-US jurisdictions; the most significant of which are Germany, Japan, the UK and Hong Kong. The years open to adjustment for Germany are for the fiscal years 2004 through 2009, fiscal years 2004 through 2009 for the UK and Hong Kong and fiscal years 2003 through 2009 for Japan.

A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the settlement of ongoing litigation, the completion of ongoing examinations, the expiration of the statute of limitations, or other circumstances. At this time, an estimate of the range of the reasonably possible change cannot be made.

Note 12: Commitments and Contingencies

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

Under the purchase agreement, earn-out payments of 70% for fiscal 2009, 30% for fiscal 2010 and 30% for 2011 as a percentage of the acquired company’s net income are payable to the seller at the end of each fiscal year. Each earn-out payment is contingent upon results of operations in which no payments were made during the three months ended September 30, 2010.

Certain facilities and equipment are leased under non-cancelable operating leases. Dionex generally pays taxes, insurance and maintenance costs on leased facilities and equipment. Rental expense for all operating leases was $1.6 million and $2.0 million in the three months ended September 30, 2010 and 2009, respectively.

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

(In thousands)
Less than 1 Year		$	6,277
1-2 Years			2,992
2-3 Years			1,601
3-4 Years			845
4-5 Years			306
After 5 Years			1,381
Total		$	13,402

Dionex enters into standard indemnification agreements with many of our customers and certain other business partners in the ordinary course of business. These agreements include provisions for indemnifying the customer against any claim brought by a third party to the extent any such claim alleges that our product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third party. The maximum potential amount of future payments Dionex could be required to make under these indemnification agreements is not estimable, however, Dionex has not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. No material claims for such indemnifications were outstanding as of September 30, 2010. Dionex has not recorded any liabilities for these indemnification agreements as of September 30, 2010 or June 30, 2010.

Note 13: Business Segment Information

The accounting standard for segment reporting establishes standards for reporting information about operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports of public business enterprises. It also establishes standards for related disclosures about products and services, geographic areas and major customers. Our business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision maker (our Chief Executive Officer). As a result of this evaluation, Dionex determined that it has two operating segments: Chemical Analysis Business Unit (“CABU”) and Life Sciences Business Unit (“LSBU”).

CABU sells ion chromatography and sample preparation products, chromatography data systems software, services and related consumables. LSBU sells High Performance Liquid Chromatography (“HPLC”) products, chromatography data systems software, services and related consumables. These two operating segments are aggregated into one reportable segment for financial statement purposes. Both operating segments have similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution and regulatory environments. Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes.

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

(in thousands)		2010				2009
Products		$	86,452			$	79,282
Installation and Training Services			2,580				2,480
Maintenance			13,842				8,902
		$	102,874			$	90,664

No individual customer accounted for more than 10% of net sales during the three months ended September 30, 2010 and 2009.

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

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

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

During the past quarter, Dionex experienced steady growth in certain of its end-user markets, including the life sciences, chemical/petrochemical, food and beverage and electronics markets. Demand from our customers in the environmental and electronics markets was relatively flat, while demand in our power market was lower for the quarter. We experienced first quarter organic sales growth in all three of our major geographic regions. North America continued its strong sales performance from the fourth quarter of fiscal 2010 growing 22% compared with the first quarter of last year due to strong performance in our life science, chemical/petrochemical and food and beverage markets. In Europe, sales were up 9% in local currencies, but were negatively affected by currency fluctuation which resulted in 1% growth in reported dollars compared with last year. In Asia Pacific, sales in the first quarter of fiscal 2011 grew 21% in reported dollars and 17% in local currency driven by continued strong sales growth in India, Korea and Japan.

Results of Operations

The following table summarizes our consolidated statements of income for the first quarter of 2011 and 2010 as a percentage of net sales for the periods indicated:

		Q1 2011								Q1 2010
						% of
						Net								% of Net
(in thousands)		Dollars				Sales				Dollars				Sales
Net sales		$	102,874				100.0	%		$	90,664				100.0	%
Cost of sales			36,472				35.5	%			31,041				34.2	%
Gross profit			66,402				64.5	%			59,623				65.8	%
Operating expenses:
Selling, general and administrative			40,266				39.2	%			35,983				39.7	%
Research and product development			8,013				7.8	%			7,172				7.9	%
Total operating expenses			48,279				47.0	%			43,155				47.6	%
Operating income			18,123				17.6	%			16,468				18.2	%
Interest income, net			27				0.0	%			47				0.0	%
Other income (expense), net			(1,038	)			(1.0	)%			40				0.1	%
Income before taxes			17,112				16.6	%			16,555				18.3	%
Taxes on income			5,790				5.6	%			5,969				6.6	%
Net income			11,322				11.0	%			10,586				11.7	%
Less: Net income attributable to noncontrolling interests			361				0.4	%			250				0.3	%
Net income attributable to Dionex		$	10,961				10.6	%		$	10,336				11.4	%

Net sales

Consolidated net sales increased 13% in the first quarter of fiscal 2011 compared to same period in prior year (excluding the net impact of unfavorable currency movements, net sales increased 15%). Our portfolio of HPLC systems was the largest contributor to our consolidated net sales growth in part as a result of our acquisition of the ESA Life Sciences Tools business (“ESA products”) in the first half of fiscal 2010, combined with the introduction of our UHPLC+ systems in fiscal 2010. Dionex is subject to the effects of currency fluctuations, which have an impact on net sales. Currency fluctuations decreased net sales by 2% in the first quarter of fiscal 2011 compared to prior-year period.

Net sales increased across all major regions primarily as a result of a recovering global economy, combined with continued strength in China, India, and other emerging markets. Net sales outside of North America accounted for 70% and 73% of net sales in the first quarter of 2011 and 2010, respectively. Sales directly to our end-user customers accounted for 95% in those same periods. International distributors and representatives in Europe, Asia, and other international markets accounted for the remaining percentage of net sales.

Net sales from a regional perspective

North America - Net sales in this region increased 22% in the first quarter of fiscal 2011 compared to the same period in the prior year primarily due to the demand for our products in the life science, food and beverage and power markets. The overall demand in this region was driven by our HPLC instruments, the ESA products and by our new ICS-5000 Capillary RFIC Systems (“ICS-5000”), introduced in the second half of fiscal 2010.

Europe - Net sales in this region increased 1% in reported dollars in the first quarter of fiscal 2011 compared to same period in prior-year (excluding the net impact of unfavorable currency movements, net sales increased 9%). The overall growth was primarily due to strong demand in the chemicals and food and beverage markets, offset by softness in the life science and environmental markets. From a product perspective, growth in this region was driven by our HPLC portfolio, specifically ESA products added during fiscal 2010 and the introduction of the new UHPLC+ systems.

Asia / Pacific - Net sales in this region increased 21% in reported dollars in the first quarter of fiscal 2011 compared to the same period in prior year (excluding the net impact of favorable currency movements, net sales increased 17%). The overall growth was primarily due to continued strength in the countries of India, Korea and Japan as well as overall strength in the life sciences and chemical markets in this particular region.

Our continued effort to make investments in our sales and service organization was pivotal to the growth in this region, combined with the revenue contributed from the ESA products.

Net sales from a product line perspective

IC - Net sales of our IC portfolio of products increased 8% in the first quarter of 2011 compared to the same period in prior year primarily due to growth in North America and Asia/Pacific regions driven by the recovery of the global economy and higher demand in the life science and food and beverage markets for our IC systems, consumables and related services.

HPLC - Net sales of our HPLC portfolio of products increased 31% in the first quarter of 2011 compared to the same period in the prior year primarily due to the net sales generated from our ESA products acquired in the first half of fiscal 2010. Excluding net sales from our ESA products during the first quarter of fiscal 2011 and 2010, net sales increased 14% over the same comparable period as a result of the rebounding global economy from the past few quarters, and in part, due to the introduction of our UHPLC+ systems in fiscal 2010.

Gross Profit

Gross Profit as a percentage of net sales in the first quarter of fiscal 2011 and 2010, respective, were 64.5% and 65.8%, respectively. The 1.3 percentage point decline was driven by increased sales of our ESA products acquired in fiscal 2010 which currently have a lower gross margin than our corporate average, as well as overall regional sales mix.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses as a percentage of net sales were approximately 39% and 40% in the first quarter of fiscal 2011 and 2010, respectively. SG&A increased $4.3 million, or 12% primarily due to headcount increases, including staff added from the ESA acquisition and increased selling and other expenses for the continued expansion efforts to increase our presence in Europe and Asia/Pacific regions.

Research and Product Development

Research and product development (R&D) expenses as a percentage of net sales were approximately 8% in the first quarter of fiscal 2011 and 2010. While R&D expenses increased $841,000, or 11.7% primarily due to the headcount increases from the ESA acquisition, R&D expenses as a percentage of net sales was in line between both periods.

Interest Income

Interest income in the first quarter of fiscal 2011 and 2010 was $60,000 and $83,000, respectively. Our interest income was affected by a combination of the maturity of one of our short-term investments and lower interest rates in the U.S. and Europe in the first quarter of fiscal 2011.

Interest Expense

Interest expense in the first quarter of fiscal 2011 and 2010 was $33,000 and $36,000, respectively. Our interest expense was affected the combination of a higher average balance in our borrowing under the line of credit, offset by lower interest rates in the first quarter of fiscal 2011.

Other Income (Expense), Net

Other income (expense), net in the first quarter of fiscal 2011 and 2010 was ($1.0 million), and $40,000, respectively. The changes were primarily due to losses on foreign currency transactions in the first quarter of fiscal 2011.

Taxes on Income

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

The taxes on income in the first quarter of fiscal 2011 and 2010 was $5.8 million and $5.9 million, respectively, representing an effective tax rate of 33.8% and 36.6%, respectively. The decrease in our tax rate was primarily due to lower accrued interest on exposures. We anticipate that our tax rate for fiscal 2011 will be in the range of 33% to 34%.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests in the first quarter of fiscal 2011 and 2010 was $361,000 and $250,000, respectively. Net income attributable to noncontrolling interests represents the minority shareholders’ proportionate share of the net income recorded by three majority-owned international subsidiaries. The increase was due to better performance in India and Brazil.

Net Income Attributable to Dionex Corporation

Net income in the first quarter of fiscal 2011 and 2010 was $11.0 million and $10.3 million, respectively, while diluted earnings per share were $0.62 and $0.57, respectively.

Liquidity and Capital Resources

As of September 30, 2010, we had cash and cash equivalents and short-term investments of $77.0 million. Our working capital was $143.7 million, an increase of $26.5 million from $117.2 million reported as of September 30, 2009.

Cash generated by operating activities for first quarter in fiscal 2011 was $10.5 million, compared with $22.9 million for the same period last year. A lower level of prepaid income taxes, a decrease in accounts receivable due to lower sales contributed to higher operating cash flows. These changes were partially offset by a decrease to operating cash from an increase in inventory as we prepared for higher shipments in the second quarter and a decrease in accounts payable and accrued liabilities due to higher payments made in the quarter.

Cash used for investing activities was $9.4 million during the first quarter of fiscal 2011. Capital expenditures during the first quarter of 2011 were $5.2 million which included purchases related to our general operations, purchase of land required for expansion of our manufacturing capacity in Germering, Germany, and effects of foreign currency translations. In addition, we also negotiated and completed a paid-up royalty for $4.5 million related to our ESA products.

Cash provided by financing activities was $3.2 million during the first quarter of fiscal 2011. Financing activities consisted primarily of common stock repurchases, partially offset by proceeds from issuances of shares pursuant to our equity incentive plans, repayment of short-term obligations, and the tax benefits related to stock options in the first quarter of fiscal 2011.

Our available lines of credit totaled $11.8 million as of September 30, 2010. We believe our cash flow from operations, our existing cash and cash equivalents and our bank lines of credit will be adequate to meet our cash requirements for at least the next 12 months. The line of credit matures on December 31, 2011. The impact of inflation on our financial position and results of operations was not significant during any of the periods presented.

Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations as of September 30, 2010, and the payments due in future periods (in thousands):

		Payments Due by Period
						Less
						Than 1				1-3				4-5				After 5
Contractual Obligations		Total				Year				Years				Years				Years
Short-Term Borrowings		$	17,371			$	17,371			$	—			$	—			$	—
Long-Term Debt Associated with Business Purchase			527				527				—				—				—
Operating Lease Obligations			13,402				6,277				4,593				1,151				1,381
Total		$	31,300			$	24,175			$	4,593			$	1,151			$	1,381

As of September 30, 2010, the liability for uncertain tax positions, net of offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, state income taxes, and interest deductions was $1.9 million. As of September 30, 2010, the Company has accrued $1.9 million of interest and $69,000 of penalties associated with its uncertain tax positions. The Company cannot conclude on the range of cash payments that will be made within the next twelve months associated with its uncertain tax positions.

New Accounting Pronouncements

Refer to Note 1 in the Notes to Condensed Consolidated Financial Statements section.

Critical Accounting Policies and Estimates

The preparation of condensed 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, 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 three months ended September 30, 2010 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, 2010.

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 2010 or the first three months of fiscal 2011 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 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. As of September 30, 2010, we had forward exchange contracts to sell foreign currencies totaling approximately $32.7 million, including approximately $23.8 million in Euros, $6.7 million in Japanese yen, $1.0 million in Australian dollars and $1.2 million in Canadian dollars. As of June 30, 2010, we had forward exchange contracts to sell foreign currencies totaling approximately $23.7 million, including approximately $17.7 million in Euros, $4.3 million in Japanese yen, $0.8 million in Australian dollars and $0.9 million in Canadian dollars. The foreign exchange contracts outstanding at the end of the period mature within one month. As of September 30, 2010 and June 30, 2010, we have approximately $1.5 million and $0.3 million, 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, 2010 and 2009, we recorded realized pre-tax losses of approximately $2.2 million and $0.7 million, respectively, related to the closed foreign exchange forward contracts.

Dionex uses a $10 million cross-currency swap arrangement for Japanese yen that expires in March 2012 to hedge the exchange rate exposure of our net investment in our Japanese subsidiary. Dionex considers the impact of its counterparty’s credit risk on the fair value of the contract as well as the ability to each party to execute under the contract. Dionex assessed and documented hedge effectiveness of the contract and designated it as a net investment hedge at the inception date, January 1, 2008. We reassess hedge effectiveness on a quarterly basis. The effective portion of the gain or loss on the hedge is reported 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 as of September 30, 2010 and June 30, 2010 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

As of September 30, 2010, Dionex had an outstanding balance under a borrowing line of credit of $17.4 million. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to our outstanding debt balance as of September 30, 2010, indicated that such market movement would not have a material effect on our business, operating results or financial condition. Actual gains or losses in the future may differ materially from this analysis, depending on changes in the timing and amount of interest rate movements and the level of borrowings maintained by us.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” (as defined in rules promulgated under the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2010 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.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Securities Exchange Act) during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

You should consider carefully the following risk factors as well as other information in this report before investing in any of our securities. If any of the following risks actually occur, our business operating results and financial condition could be adversely affected. This could cause the market price for our common stock to decline, and you may lose all or part of your investment. These risk factors include any material changes to, and supersede, the risk factors previously disclosed in our most recent annual report on Form 10-K.

A downturn in economic conditions could affect our operating results.

Our business, financial condition and results of operations have been affected by the weaker global economic conditions of the last several years. These conditions resulted in reduced sales of our products in the last two quarters of fiscal 2009 and the first two quarters of fiscal 2010. In a continued economic recession or under other adverse economic conditions, our customers may be less likely to purchase our products and vendors may be more likely to fail to meet contractual terms. A further downturn in economic conditions or a slow recovery from the current recession 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 over 70% of our net sales from outside the U.S. in fiscal 2010 and expect to continue to derive the majority of net sales from outside the U.S. for the foreseeable future. Most of our sales outside the U.S. are denominated in the local currency of our customers. As a result, the U.S. dollar value of our net sales varies with currency rate fluctuations. Significant changes in the value of the U.S. dollar relative to certain foreign currencies could have a material adverse effect on our results of operations. In recent periods, 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. In the past, our results of operations have also 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 U.S., 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 U.S. 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;
	•		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.

If we fail to effectively transition to our new and/or upgraded accounting information and technology infrastructure systems, it may have an adverse impact on our business and results of operations.

We may experience difficulties in transitioning to new or upgraded accounting information and technology infrastructure systems, including loss of data and decreases in productivity as personnel become familiar with new, upgraded or modified systems. Our accounting information and technology infrastructure systems will require modification and refinement as we grow and as our business and customers’ needs change, which could prolong the difficulties we experience with systems transitions, and we may not always employ the most effective information systems. If we experience difficulties in implementing new or upgraded accounting information and technology infrastructure systems or experience significant system failures, or if we are unable to successfully modify our accounting information and technology infrastructure systems and respond to changes in our customers’ needs in a timely manner, it may have an adverse impact on our business and results of operations.

We continually evaluate our system of internal controls over financial reporting and may make enhancements where appropriate, which may require significant resources.

     Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We continually evaluate and, where appropriate, enhance our policies, procedures and internal controls. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we could be subject to regulatory scrutiny and investors could lose confidence in the accuracy and completeness of our financial reports. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our financial condition. Implementing changes when necessary may take a significant amount of time, money, and management resources and may require specific compliance training of our directors, officers and other personnel.

Changes in our provision for income taxes or adverse outcomes resulting from examination of our income tax returns could adversely affect our results.

     Our provision for income taxes is subject to volatility and could be adversely affected by earnings being lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates; by changes in the valuation of our deferred tax assets and liabilities; by expiration of or lapses in the R&D tax credit laws; by transfer pricing adjustments; by tax effects of nondeductible compensation; by changes in accounting principles; or by changes in tax laws and regulations including possible U.S. or foreign changes to the taxation of earnings of our foreign subsidiaries, and the deductibility of expenses attributable to foreign income, or the foreign tax credit rules. Significant judgment is required to determine the recognition and measurement attribute prescribed in Financial Accounting Standards Board (FASB) Accounting Standards Codification 740, Income Taxes (“ASC 740”) (formerly referenced as FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes —an interpretation of FASB Statement No. 109”). ASC 740 applies to all income tax positions, including the potential recovery of previously paid taxes, which if settled unfavorably could adversely impact our provision for income taxes or additional paid-in capital. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our operating results and financial condition.

Natural disasters, terrorist attacks or acts of war may cause damage or disruption to us and our employees, facilities, information systems, security systems, vendors and customers, which could significantly impact our net sales, costs and expenses, and financial condition.

We have significant manufacturing and distribution facilities, particularly in the western U.S. (i.e. California) and in Germany. In particular, California has experienced a number of earthquakes, wildfires, flooding, landslides and other natural disasters in recent years. Occurrences of these types of events could damage or destroy our facilities which may result in interruptions to our business and losses that exceed our insurance coverage. Terrorist attacks have contributed to economic instability in the U.S. (such as those that occurred on September 11, 2001), and further acts of terrorism, bioterrorism, violence or war could affect the markets in which we operate, our business operations, our expectations and other forward-looking statements contained or incorporated in this document. Any of these events could have an adverse effect on our operating results and financial condition.

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 effect on our results of operations.

We manufacture products in our facilities in Germany, the Netherlands and the U.S. 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.

In fiscal year 2011, we currently plan to transition manufacturing from the ESA Biosciences manufacturing facility in Massachusetts to our manufacturing facilities in Germany and Sunnyvale. If the transition does not go as expected, it could result in the following in addition to other potential issues, each of which could have an adverse effect on our business and operating results and our business reputation:

•  delay of shipments;

•  unexpected cost overruns; and

•  overstock of inventory as a result of building excessive buffer stock.

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 and marketing, 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 is maintained overseas.

Most of our short-term debt is in the U.S. 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.

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

Our products are highly technical in nature. As a result, many of our products must be developed months or even years in advance of the potential need by a customer. If we fail to introduce new products and enhancements as demand arises or in advance of the competition, our products are likely to become obsolete over time, which would harm operating results. Also, if the market is not 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 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.

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 our 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.

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 2010 to 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

During the three months ended September 30, 2010, 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 fiscal 1989, with the Board of Directors most recently authorizing in October 2008 future repurchases of 1,000,000 shares of common stock as well as authorizing the repurchase of additional shares of common stock equal to the number of common shares 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 September 30, 2010:

ISSUER PURCHASES OF EQUITY SECURITIES

										Total
										Number of								Maximum
										Shares								Number of
										Purchased				Additional				Shares that
		Total				Avg.				as Part of				Shares				May Yet Be
		Number				Price				Publicly				Authorized				Purchased
		of Shares				Paid				Announced				for				Under the
Period		Purchased				per Share				Program				Purchase (1)				Program (2)
July 1 to July 31, 2010			—				—				8,589,669				—				817,844
August 1 to August 31, 2010			106,207			$	73.49				8,695,876				18,894				730,531
September 1 to September 30, 2010			80,976			$	75.92				8,776,852				32,905				682,460
Total			187,183			$	74.54				8,776,852				51,799				682,460

Dividends

As of September 30, 2010, we had paid no cash dividends on our common stock and we do not anticipate doing so in the foreseeable future.

EXHIBIT INDEX

Item 6. EXHIBITS

EXHIBIT INDEX

Exhibit
Number		Description		Reference
3.1		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)			(8	)
3.3		Amended and Restated Bylaws, August 6, 2008 (Exhibit 99.1)			(12	)
10.1*		Medical Care Reimbursement Plan as amended October 30, 2007 (Exhibit 10.1)			(9	)
10.2		Credit Agreement dated December 23, 2009 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.2)			(4	)
10.3*		Management Incentive Bonus Plan dated August 6, 2009 (Exhibit 99.1)			(6	)
10.4*		Dionex Corporation 2004 Equity Incentive Plan, as amended October 2007 (Exhibit 10.1)			(10	)
10.5*		Form of Stock Option Agreement for non-employee directors (Exhibit 10.5)			(11	)
10.6*		Form of Stock Option Agreement for other than non-employee directors (Exhibit 10.6)			(11	)
10.7*		Form of Stock Unit Award Agreement (Exhibit 10.2)			(10	)
10.8*		Form of International Stock Option Agreement (Exhibit 10.8)			(9	)
10.9*		Form of Stock Unit Award Agreement for U.S. employees			(2	)
10.10*		Form of Stock Unit Award Agreement for International employees			(2	)
10.11*		Employee Stock Participation Plan (Exhibit 10.13)			(5	)
10.12*		Form of Performance Stock Unit Grant Notice			(3	)
10.13*		Change in Control Severance Benefit Plan as amended April 26, 2010			(2	)
10.14*		Summary of Compensation Arrangements with named executive officers			(7	)
10.15*		Form of Indemnification Agreement (Exhibit 10.1)			(13	)
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

		DIONEX CORPORATION
		(Registrant)
Date: November 8, 2010
		By:		/s/ Craig A. McCollam   Craig A. McCollam
				Executive Vice President and Chief Financial Officer
				(Signing as Principal Financial and Accounting
				Officer, and as Authorized Signatory of
				Registrant)

EXHIBIT INDEX

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document