##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
  [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2004OR[   ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number 0-11250
 DIONEX CORPORATION 
  Delaware
    
    94-2647429(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1228 Titan Way, Sunnyvale, California
    
    94086(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code (408) 737-0700 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   [X]      NO   [   ]
 Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES   [X]      NO   [   ]
 Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of November 3, 2004: CLASS
    
    NUMBER OF SHARESCommon Stock
    
    20,860,514




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DIONEX CORPORATION
INDEX PagePART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSCONDENSED CONSOLIDATED BALANCE SHEETS as of September 30, 2004 and June 30, 2004
    
    
    3CONDENSED CONSOLIDATED STATEMENTS OF INCOME for the Three Months Ended September 30, 2004 and 2003
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the Three Months Ended September 30, 2004 and 2003
    
    
    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    6-13ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    14-24ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
    
    
    25-26ITEM 4. CONTROLS AND PROCEDURES
    
    
    26PART II. OTHER INFORMATIONITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    27ITEM 6. EXHIBITS
    
    
    28-29SIGNATURES
    
    
    30EXHIBITSEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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DIONEX CORPORATION 
    September 30,
    
    June 30,2004
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    61,605
    
    
    $
    57,182Short-term investments
    
    
    1,863
    
    
    
    1,604Accounts receivable (net of allowance for
doubtful accounts of $761 at September 30,
2004 and $760 at June 30, 2004)
    
    
    49,417
    
    
    
    53,128Inventories
    
    
    25,229
    
    
    
    24,838Deferred taxes
    
    
    10,543
    
    
    
    10,293Prepaid expenses and other
    
    
    3,997
    
    
    
    3,875Total current assets
    
    
    152,654
    
    
    
    150,920Property, plant and equipment, net
    
    
    47,125
    
    
    
    46,656Goodwill
    
    
    24,815
    
    
    
    24,675Intangible assets, net
    
    
    3,987
    
    
    
    4,357Other assets
    
    
    8,026
    
    
    
    8,857$
    236,607
    
    
    $
    235,465LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable to banks
    
    $
    1,316
    
    
    $
    1,468Accounts payable
    
    
    7,736
    
    
    
    8,113Accrued liabilities
    
    
    31,163
    
    
    
    31,822Income taxes payable
    
    
    2,430
    
    
    
    2,214Accrued product warranty
    
    
    3,754
    
    
    
    3,584Total current liabilities
    
    
    46,399
    
    
    
    47,201Deferred taxes
    
    
    3,650
    
    
    
    3,557Other long-term liabilities
    
    
    1,197
    
    
    
    1,253Stockholders 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: 20,683,816 shares at
September 30, 2004 and 20,840,881 shares
at June 30, 2004)
    
    
    107,473
    
    
    
    103,943Retained earnings
    
    
    68,626
    
    
    
    71,217Accumulated other comprehensive income
    
    
    9,292
    
    
    
    8,294Total stockholders equity
    
    
    185,391
    
    
    
    183,454$
    236,607
    
    
    $
    235,465
 See notes to condensed consolidated financial statements. 3




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DIONEX CORPORATION 
     September 30,2004
    
    2003Net sales
    
    $
    63,208
    
    
    $
    53,276Cost of sales
    
    
    21,576
    
    
    
    18,008Gross profit
    
    
    41,632
    
    
    
    35,268Operating expenses:Selling, general and administrative
    
    
    22,418
    
    
    
    19,168Research and product development
    
    
    4,929
    
    
    
    4,571Total operating expenses
    
    
    27,347
    
    
    
    23,739Operating income
    
    
    14,285
    
    
    
    11,529Interest income
    
    
    202
    
    
    
    122Interest expense
    
    
    (52
    )
    
    
    (73
    )Other income(expense), net
    
    
    455
    
    
    
    (332
    )Income before taxes
    
    
    14,890
    
    
    
    11,246Taxes on income
    
    
    5,226
    
    
    
    3,655Net income
    
    $
    9,664
    
    
    $
    7,591Basic earnings per share
    
    $
    0.47
    
    
    $
    0.36Diluted earnings per share
    
    $
    0.45
    
    
    $
    0.35Shares used in computing per share amounts:Basic
    
    
    20,718
    
    
    
    20,981Diluted
    
    
    21,493
    
    
    
    21,786
 See notes to condensed consolidated financial statements. 4




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DIONEX CORPORATION 
     September 30,2004
    
    2003Cash flows from operating activities:Net income
    
    $
    9,664
    
    
    $
    7,591Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    1,410
    
    
    
    1,385Gain on sale of marketable security
    
    
    (646
    )
    
    
    Tax benefit related to stock option plans
    
    
    441
    
    
    
    2,556Deferred taxes
    
    
    (90
    )
    
    
    (656
    )Changes in assets and liabilities:Accounts receivable
    
    
    3,969
    
    
    
    5,684Inventories
    
    
    (76
    )
    
    
    1,097Prepaid expenses and other assets
    
    
    (208
    )
    
    
    25Accounts payable
    
    
    (410
    )
    
    
    472Accrued liabilities
    
    
    (874
    )
    
    
    (3,133
    )Income taxes payable
    
    
    151
    
    
    
    (1,966
    )Accrued product warranty
    
    
    136
    
    
    
    18Net cash provided by operating activities
    
    
    13,467
    
    
    
    13,073Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (1,339
    )
    
    
    (724
    )Proceeds from sale of marketable securities
    
    
    960
    
    
    
    Other
    
    
    
    
    
    
    14Net cash used for investing activities
    
    
    (379
    )
    
    
    (710
    )Cash flows from financing activities:Net change in notes payable to banks
    
    
    (135
    )
    
    
    415Principal payments on long-term debt
    
    
    
    
    
    
    (164
    )Sale of common stock
    
    
    4,557
    
    
    
    5,915Repurchase of common stock
    
    
    (13,722
    )
    
    
    (11,114
    )Net cash used for financing activities
    
    
    (9,300
    )
    
    
    (4,948
    )Effect of exchange rate changes on cash
    
    
    635
    
    
    
    (133
    )Net increase in cash and cash equivalents
    
    
    4,423
    
    
    
    7,282Cash and cash equivalents, beginning of period
    
    
    57,182
    
    
    
    46,831Cash and cash equivalents, end of period
    
    $
    61,605
    
    
    $
    54,113Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    4,857
    
    
    $
    3,688Interest paid
    
    $
    36
    
    
    $
    59
 See notes to condensed consolidated financial statements. 5




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DIONEX CORPORATION 
   1. Basis of Presentation The condensed consolidated financial statements included herein have been
prepared by Dionex Corporation (the Company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements
and the notes thereto included in the Companys Annual Report on Form 10-K for
the fiscal year ended June 30, 2004. 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, 2005. 2. New Accounting Pronouncements In November 2003, the Emerging Issues Task Force (EITF) reached an
interim consensus on Issue 03-01, The Meaning of Other-Than-Temporary
Impairment and its Application to Certain Investments, to require additional
disclosure requirements for securities classified as available-for-sale or
held-to-maturity for fiscal years ending after
December 15, 2003. In March 2004, the EITF reached a final consensus on this
Issue and provided additional guidance in determining whether investment
securities have an impairment which should be considered other-than-temporary
in reporting periods beginning after June 15, 2004. The adoption of this Issue
did not have a material impact on the Companys consolidated results of
operations or financial position. 6




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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 3. Inventories Inventories consist of (in thousands): September 30,
    
    June 30,2004
    
    2004Finished goods
    
    $
    13,370
    
    
    $
    13,208Work in process
    
    
    2,573
    
    
    
    2,654Raw materials and subassemblies
    
    
    9,286
    
    
    
    8,976$
    25,229
    
    
    $
    24,838
 4. Income Taxes The effective income tax rate for the first three months of fiscal 2005
was 35.1%, compared to 32.5% for the same period in fiscal 2004. The increase
was attributable to higher foreign-sourced income and the expiration of certain
U.S. laws related to research tax credits on June 30, 2004. Legislation has
been enacted that reinstates these research tax credits retroactive to July 1,
2004. The Companys effective income tax rate in the quarter ending December
31, 2004 will reflect these research tax credits. 5. Marketable Securities During fiscal 2004, the Company acquired highly liquid debt instruments
with maturities of more than one year. These securities are classified as
held-to-maturity securities and are reported in other assets on the balance
sheet. At September 30, 2004, the amortized value of these securities was $4.1
million. The aggregate amount of unrealized losses for these securities was
approximately $36,000 at September 30, 2004, all of which had been in a loss
position for less than 12 months. 6. Comprehensive Income The Company is required to report comprehensive income in the financial
statements, in addition to net income. For the Company, the primary differences
between net income and comprehensive income are 7




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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) foreign currency translation adjustments and net unrealized gains or losses on
securities available for sale. The components of accumulated other
comprehensive income were as follows: Three Months EndedSeptember 30,(In thousands)
    
    2004
    
    2003Net income, as reported
    
    $
    9,664
    
    
    $
    7,591Foreign currency translation adjustments
    
    
    1,085
    
    
    
    1,475Unrealized gain/(loss)on securities available
for sale, net
    
    
    (117
    )
    
    
    80Comprehensive Income
    
    $
    10,632
    
    
    $
    9,146
 7. Common Stock Repurchases During the first three months of fiscal 2005, the Company repurchased
301,300 shares of its common stock on the open market for approximately $13.7
million (an average of $45.54 per share), compared with 282,100 shares
repurchased for $11.1 million (an average of $39.39 per share) in the first
three months of the previous fiscal year. During all of fiscal 2004, the Company repurchased a total of 1,116,300
shares of its common stock on the open market for approximately $53.7 million
(an average of $48.11 per share). 8. Earnings Per Share Basic earnings per share is determined by dividing net income by the
weighted average number of common shares outstanding during the period.
Diluted net income per share is determined by dividing net income by the
weighted average number of common shares used in the basic earnings per
share calculation, plus the number of common shares that would be issued
assuming conversion of all potentially dilutive securities outstanding under
the treasury stock method. 8




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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) The following table is a reconciliation of the numerators and denominators
used in computing basic and diluted earnings per share (in thousands, except
per share data): Three Months EndedSeptember 30,2004
    
    2003Numerator:Net Income
    
    $
    9,664
    
    
    $
    7,591Denominator:Weighted average shares used to
compute net income per common
share  basic
    
    
    20,718
    
    
    
    20,981Effect of dilutive stock options
    
    
    775
    
    
    
    805Weighted average shares used to
compute net income per common
share  diluted
    
    
    21,493
    
    
    
    21,786Basic earnings per share
    
    $
    0.47
    
    
    $
    0.36Diluted earnings per share
    
    $
    0.45
    
    
    $
    0.35
 Antidilutive common equivalent shares related to stock options excluded
from the calculation of diluted shares were approximately 6,750 and 12,000
shares for the quarter ended September 30, 2004 and 2003, respectively. 9. Common Stock Repurchases During the first three months of fiscal 2005, the Company repurchased
301,300 shares of its common stock on the open market for approximately $13.7
million (an average of $45.54 per share), compared with 282,100 shares
repurchased for $11.1 million (an average of $39.39 per share) in the first
three months of the previous fiscal year. During all of fiscal 2004, the Company repurchased a total of 1,116,300
shares of its common stock on the open market for approximately $53.7 million
(an average of $48.11 per share). 9




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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 9. Goodwill and Other Intangible Assets Information regarding the Companys goodwill and other intangible assets
reflect current foreign exchange rates. Changes in the carrying amount of goodwill for the three months ended
September 30, 2004 and 2003 are as follows (in thousands): TotalBalance as of July 1, 2004
    
    $
    24,675Goodwill acquired during the period
    
    
    Translation adjustments and other
    
    
    140Balance as of September 30, 2004
    
    $
    24,815
 The Company performed an annual impairment test on goodwill as of April
2004 and determined that goodwill was not impaired. Information regarding the Companys other intangible assets follows (in
thousands): As of September 30, 2004
    
    As of June 30, 2004Carrying
    
    Accumulated
    
    
    
    
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Net
    
    Amount
    
    Amortization
    
    NetPatents and
Trademarks
    
    $
    379
    
    
    $
    (379
    )
    
    $
    
    
    
    $
    379
    
    
    $
    (379
    )
    
    $
    Developed
Technology
    
    
    9,845
    
    
    
    (6,953
    )
    
    
    2,892
    
    
    
    9,750
    
    
    
    (6,505
    )
    
    
    3,245Other
    
    
    1,195
    
    
    
    (100
    )
    
    
    1,095
    
    
    
    1,186
    
    
    
    (74
    )
    
    
    1,112Total
    
    $
    11,419
    
    
    $
    (7,432
    )
    
    $
    3,987
    
    
    $
    11,315
    
    
    $
    (6,958
    )
    
    $
    4,357
 The Company amortizes developed technology over a period of three to seven
years; the remaining weighted average amortization period for this category
approximates two years. The Company amortizes other intangibles over a period
of five to ten years; the remaining weighted average amortization period for
this category approximates eight years. Amortization expense of other intangible assets was $391,000 and $345,000
in the three months ended September 30, 2004 and 2003, respectively. The
estimated amortization for each of the five fiscal 10




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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) years subsequent to June 30, 2004 is as follows (in thousands, reflecting
current foreign exchange rates): Year Ended June 30,
    
    Amortization Expense2004
    
    $
    1,5662005
    
    
    1,0482006
    
    
    8542007
    
    
    3482008
    
    
    136Total
    
    $
    3,952
 10. Warranty Product warranties are recorded at the time revenue is recognized for
certain product shipments. While the Company engages in extensive product
quality programs and processes, our warranty obligation is affected by product
failure rates, material usage and service costs incurred in correcting a
product failure. Should actual product failure rates, material usage or service
costs differ from our previous estimates, revisions to the estimated warranty
liability would be required. Details of the change in accrued product warranty for the three months
ended September 30, 2004 and 2003 are as follows (in thousands): ChargedBalance
    
    
    
    
    
    (Credited)
    
    
    
    
    
    BalanceBeginning
    
    
    
    
    
    to Other
    
    
    
    
    
    End ofof Period
    
    Additions
    
    Accounts (1)
    
    Deductions (2)
    
    PeriodAccrued product
warrantyThree Months Ended:September 30, 2004
    
    $
    3,584
    
    
    $
    673
    
    
    $
    32
    
    
    $
    (535
    )
    
    $
    3,754September 30, 2003
    
    $
    3,188
    
    
    $
    563
    
    
    $
    41
    
    
    $
    (550
    )
    
    $
    3,242
  (1)
    
    Effects of exchange rate changes(2)
    
    Product warranty costs 11




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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 11. Stock-Based Compensation SFAS No. 123 Accounting for Stock-Based Compensation sets forth a
fair-value based method of recognizing stock-based compensation expense. As
permitted by SFAS No. 123, the Company has elected to continue to apply
Accounting Principles Board opinion No. 25 to account for its
stock-based compensation plans. Had compensation costs under the
Companys stock-based compensation plans been determined based on the fair
value at the grant dates consistent with the method set forth under SFAS No.
123, the effect on the Companys net income and earnings per share would have
been as follows (in thousands, except per share data): Three Months EndedSeptember 30,2004
    
    2003Net income, as reported
    
    $
    9,664
    
    
    $
    7,591Less: Total stock-based employee compensation
expense determined under fair value
method for all awards, net of related
tax effects
    
    
    1,848
    
    
    
    1,368Pro forma net income
    
    $
    7,816
    
    
    $
    6,223Earnings per share:Basic  as reported
    
    $
    0.47
    
    
    $
    0.36Basic  pro forma
    
    $
    0.38
    
    
    $
    0.30Diluted  as reported
    
    $
    0.45
    
    
    $
    0.35Diluted  pro forma
    
    $
    0.36
    
    
    $
    0.29Basic shares
    
    
    20,718
    
    
    
    20,981Diluted shares
    
    
    21,493
    
    
    
    21,786
 The resulting pro forma compensation expense may not be representative of
the amount to be expected for the entire fiscal year
ending June 30, 20005 or in future years. Pro forma compensation expense may
be greater as additional options are granted. 12




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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) The fair value of each option grant on the date of grant is estimated
using the Black-Scholes option-pricing model with a volatility of 47% for 2005
and 49% for 2004, expected life of options of 5.6 years for 2005 and 5.9 years
for 2004, risk free interest rate of approximately 3.56% in 2005 and 3.30% in
2004 and a dividend yield of 0% for fiscal years 2005 and 2004, respectively. The Black-Scholes option-pricing model was developed for estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option-pricing models require the input of highly
subjective assumptions, including expected stock price volatility. Because the
Companys employee stock options have characteristics significantly different
from traded options, and because
changes in the subjective input assumptions can materially affect the fair
value estimate, in managements opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options. 12. Commitments One of the Companys foreign subsidiaries discounts trade notes receivable
with banks. The uncollected balances of notes receivable due to the
discounting banks at September 30, 2004 and June 30, 2004 were $3.1 million and
$7.4 million, respectively. The Company is contingently liable for these
unpaid balances to the extent the amounts are not paid to the bank by the end
customer. The Company has determined that the carrying amount of its
contingent liability under this guarantee was insignificant at September 30,
2004 and June 30, 2004 based on its past experience of discounting trade notes
receivable. 13




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DIONEX CORPORATION 
 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
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 achievement, 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: general economic conditions,
foreign currency fluctuations, fluctuation 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 Risks and Uncertainties.
Readers are cautioned not to place undue reliance on these forward-looking
statements that reflect managements analysis only as of the date hereof.
Dionex undertakes no obligation to update these forward-looking statements. The Company Dionex Corporation (the Company) is a leading manufacturer and marketer
of chromatography systems for chemical analysis. The Companys systems are
used in environmental analysis and by the pharmaceutical, life sciences,
chemical, petrochemical, power generation, food and electronic industries in a
variety of applications. Results of Operations  Three Months Ended September 30, 2004 and 2003 Net sales for the first quarter of fiscal 2005 were $63.2 million, an
increase of 19% compared with $53.3 million reported for the same 14




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period last year. The Company is subject to the effects of foreign
currency fluctuations that have an impact on net sales and gross profit.
Overall, currency fluctuations increased net sales by approximately 6% for the
current quarter compared to the same period last year. Net sales increased over the prior year period in all geographic markets
as indicated in the table below: Percentage increase in net sales Q1 FY05
    
    Q1 FY04Total:
    
    
    19
    %
    
    
    13
    %By geographic region:North America
    
    
    8
    %
    
    
    15
    %Europe
    
    
    17
    %
    
    
    12
    %Asia/Pacific
    
    
    42
    %
    
    
    7
    %
 Percentage of growth in net sales excluding currency fluctuations Q1 FY05
    
    Q1 FY04Total:
    
    
    13
    %
    
    
    8
    %By geographic region:North America
    
    
    6
    %
    
    
    14
    %Europe
    
    
    6
    %
    
    
    3
    %Asia/Pacific
    
    
    37
    %
    
    
    7
    %
 Net sales in Asia increased primarily due to continued growth in all major
countries in this region: China, Japan, Korea, Australia and India. Gross profit for the first quarter of fiscal 2005 was 65.9%, down from the
66.2% reported for the same period last year. Gross profit was
impacted by favorable currency fluctuations, offset by a change in product mix
when compared to the same quarter last year. 15




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Operating expenses of $27.3 million for the first quarter of fiscal 2005
were up $3.6 million, or 15.2%, from the $23.7 million reported in the same
quarter last year. As a percentage of sales, operating expenses were
approximately 43% for the first quarter of fiscal 2005 as compared to 45% for
the same period last year. Selling, general and administrative expenses
increased $3.3 million, or 17%, to $22.4 million in the first quarter of fiscal
2005 compared to $19.2 million in fiscal 2004. The increase was due to
currency fluctuations, costs associated with Sarbanes-Oxley Section 404
compliance activities, higher international selling and marketing costs related
to the Companys subsidiaries in Korea (established in October 2003) and in
Australia (established in May 2004). Research and product development (R&D) costs of $4.9 million for the first
quarter of fiscal 2005 increased $358,000 compared to $4.6 million
reported for the same period last year. Increased spending in fiscal 2005 is
primarily due to currency fluctuations and higher costs associated with the
development of new products in both the Companys IC and HPLC lines. Overall,
the level of R&D spending varies depending on both the breadth of the Companys
R&D efforts and the stage of specific product development. Other income was $455,000 in the first quarter of fiscal 2005 compared to
an expense of $332,000 in the same quarter of fiscal 2004. Other income in
fiscal 2005 resulted primarily from a gain on the sale of marketable equity
securities partially offset by losses on the Companys currency hedging
activities. The effective tax rate for the first quarter of fiscal 2005 was 35.1%, an
increase from 32.5% for the first quarter a year ago. The increase was
attributable to higher portion of foreign-sourced income and the expiration on
June 30, 2004 of certain U.S. laws related to research tax credits.
Legislation has been enacted that reinstates these research tax credits
retroactive to July 1, 2004. The Companys effective tax rate in the quarter
ending December 31, 2004 will reflect these research credits. Net income in the first quarter of fiscal 2005 was $9.7 million, or 15.3% of
net sales, compared with $7.6 million, or 14.3% of net sales, reported for the
same period last year. Diluted earnings per share for the first three months
of fiscal 2005 were $0.45, an increase of 29%, compared with $0.35 in the same
period last year. 16




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Liquidity and Capital Resources At September 30, 2004, the Company had cash and cash equivalents of $61.6
million. The Companys working capital was $106.3 million, an increase of $2.5
million from the working capital of $103.7 million
reported at June 30, 2004. Cash generated by operating activities for
the three months ended September 30, 2004 was $13.5 million compared with $13.1
million for the same period last year. The increase in operating cash flow was
due primarily to the increase in net income and a reduction in accounts
receivable, partially offset by a reduction
in accounts payable and accrued liabilities. Cash used for investing activities was $0.4 million and $0.7 million in
the first three months of fiscal 2005 and 2004, respectively. The decrease in
cash used for investing activities was primarily related to capital
expenditures being offset with proceeds from the sale of marketable securities. Cash used for financing activities was $9.3 million and $4.9 million for
the first three months of fiscal 2005 and 2004, respectively. The
increase was primarily attributable to the repurchase of 301,300 shares of
common stock for $13.7 million in the first three months of fiscal 2005
compared with the repurchase of 282,100 shares of common stock for
$11.1 million in the first three months of fiscal 2004, partially offset by the
proceeds received from the sale of common stock for the exercise of employee
stock options and from the employee stock purchase plan of $4.6 million in the
first three months of fiscal 2005 compared with $5.9 million for the same
period last year. At September 30, 2004, the Company has utilized $1.3 million of its $34.6
million in committed bank lines of credit, mainly due to borrowings related to
the Companys Japanese operations. The Company believes that its cash flow
from operations, current cash and cash investments and the remainder of its
$33.6 million bank lines of credit will be adequate to meet its cash
requirements for fiscal 2005 and the foreseeable future. 17




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##### Table of Contents



The following summarizes the Companys contractual obligations at June 30,
2004, and the effect such obligations are expected to have on its liquidity and
cash flows in future periods (in thousands): Payments Due by PeriodLessThan 1
    
    1-3
    
    4-5
    
    After 5ContractualObligations
    
    Total
    
    Year
    
    Years
    
    Years
    
    YearsLines of Credit
    
    $
    917
    
    
    $
    917
    
    
    $
    
    
    
    $
    
    
    
    $
    Long Term Debt
    
    
    551
    
    
    
    551
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease
Obligations
    
    
    15,307
    
    
    
    3,752
    
    
    
    4,655
    
    
    
    2,251
    
    
    
    4,379Other Obligations
    
    
    3,500
    
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual
Commitments
    
    $
    20,275
    
    
    $
    8,720
    
    
    $
    4,655
    
    
    $
    2,251
    
    
    $
    4,379
 At June 30, 2004, the Company had recorded $3.5 million of Other
Obligations in its consolidated financial statements. Other Obligations relate
to the earn-out from the acquisition of LC Packings in fiscal 2000. There have been no material changes to the Companys contractual
obligations outside ordinary business activities since June 30, 2004. New Accounting Pronouncements In November 2003, the Emerging Issues Task Force (EITF) reached an
interim consensus on Issue 03-01, The Meaning of Other-Than-Temporary
Impairment and its Application to Certain Investments, to require
additional disclosure requirements for securities classified as
available-for-sale or held-to-maturity for fiscal years ending after December
15, 2003. In March 2004, the EITF reached a final consensus on this Issue and
provided additional guidance in determining whether investment securities have
an impairment which should be considered other-than-temporary in reporting
periods beginning after June 15, 2004. The adoption of this Issue did not have
a material impact on the Companys consolidated results of operations or
financial position. Critical Accounting Policies and Estimates Summary The preparation of consolidated financial statements requires the Company
to make estimates and assumptions that affect the reported 18




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amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The Company evaluates its
estimates on an on-going basis, including those related to product returns and
allowances, bad debts, inventory valuation, goodwill and intangible assets,
income taxes, warranty provisions, and contingencies. The Company bases its 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. The Company believes
the following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its consolidated financial
statements. Revenue Recognition Policy The Company derives revenues from the sale of products and from services
rendered to its customers including installation, training and
maintenance. Generally, the Companys products contain embedded software that
is essential to its functionality. The Company recognizes revenues in accordance with Staff Accounting
Bulletin No. 104 Revenue Recognition and Statement of Position 97-2,
Software Revenue Recognition, when persuasive evidence of an arrangement
exists, the product has been delivered, the price is fixed or determinable,
collection is probable and vendor specific objective evidence exists to
allocate revenue to the various elements of the arrangement. Vendor specific
objective evidence is based on the price charged when an element is sold
separately or, if not yet sold separately, when the price is established by
authorized management. Delivery is generally considered to have occurred when
shipped. The Company sells its equipment 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 the Companys published product specifications. When
additional customer acceptance conditions apply, all revenue related to the
sale is deferred until acceptance is obtained. The Companys equipment
typically includes a one-year warranty. The estimated cost of product warranty
claims is accrued at the time the sale is recognized, based on historical
experience. 19




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Installation and training services are not considered to be essential to
the functionality of the Companys products, and revenue related to these items
is recognized when the services are completed. The Company recognize
maintenance fees ratably over the period of the related maintenance contract.
Maintenance consists of product repair services, unspecified software upgrades
and telephone support. Loss Provisions on Accounts Receivable and Inventory The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the financial condition of the Companys customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required. The Company assesses collectibility based on a
number of factors including, but not limited to, past transaction history with
the customer, the credit-worthiness of the customer, independent credit
reports, industry trends and the macro-economic environment. Sales returns and allowances are estimates of
future product returns related to current period revenue. Material differences
may result in the amount and timing of the Companys revenue for any period.
Historically, the Company has not experienced significant bad debt losses. The Company values all of its inventories at the lower of standard cost
(which approximates cost on a first-in, first-out basis) or market. The Company
estimates revisions to its inventory valuations based on technical
obsolescence, historical demand, projections of future demand, and industry and
market conditions. If actual future demand or market conditions are less
favorable than those projected by management, additional valuation provisions
may be required. If demand or market conditions are more favorable, then
higher margins could be realized to the extent inventory is sold which had
previously been written down. Long-Lived Assets, Intangible Assets with Finite Lives and Goodwill The Company assesses the impairment of long-lived assets, intangible
assets with finite lives and goodwill whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. In
addition, the Company assesses goodwill for impairment at least annually.
Factors the Company considers important that could trigger an impairment review
include but are not limited to the following:  
    
    significant underperformance relative to historical or projected future operating results;
    
    significant negative industry or economic trends; and
    
    significant changes or developments in strategic technology. 20




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##### Table of Contents



When the Company determines that the carrying value of long-lived assets,
intangible assets with finite lives may not be recoverable based upon the
existence of one or more of the above or other indicators, we measure any
impairment based on a projected discounted cash flow method using a discount
rate determined by the Companys management to be commensurate with the risk
inherent in the Companys current business model. Goodwill is tested for
impairment by comparing the fair values of related reporting units to their
carrying values. The Company completed a review in fiscal 2004 and no
impairment was necessary. Warranty Product warranties are recorded at the time revenue is recognized for
certain product shipments based on historical experience. While the
Company engages in extensive product quality programs and processes, its
warranty obligation is affected by product failure rates, material usage and
service costs incurred in correcting a product failure. Should actual product
failure rates, material usage or service costs differ from the Companys
previous estimates, revisions to the estimated warranty liability would be
required. Income Taxes As part of the process of preparing our consolidated financial statements,
the Company is required to estimate our income taxes in each of the
jurisdictions in which it operate. This process involves us estimating the
Companys actual current tax exposure together with assessing 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 Companys consolidated balance sheets. The Company must then assess the likelihood that our deferred tax assets
will be recovered from future taxable income and to the extent the Company
believes that recovery is not likely, it must establish a valuation allowance.
In the event that actual results differ from these estimates, the Company may
need to establish a valuation allowance that could materially impact its
financial position and results of operations. 21




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##### Table of Contents



Risks and Uncertainties The continuation or spread of the current economic uncertainty inkey markets
would likely harm the Companys operating results. The Company sells products in many geographical regions throughout the world.
If economic conditions in any of these regions decline or
continue to decline, the demand for the Companys products is likely to be
reduced. Despite economic uncertainty in Europe, the Company showed continued
growth in the European market; however, a continuation of an economic downturn
in any of its major markets would likely harm its results of operations. Foreign currency fluctuations and other risks related to international
operations may adversely affect the Companys operating results. The Company derived approximately 65% of its net sales from outside North
America in the three months ended September 30, 2005 and expects to continue to
derive the majority of net sales from outside North America for the foreseeable
future. Most of the Companys sales outside North America are denominated in
the local currency of its customers. As a
result, the U.S. dollar value of its 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 the
Companys results of operations. Tariffs and other trade barriers,
difficulties in staffing and managing foreign operations, changes in political
environments, interruptions in overseas shipments and changes in tax laws may
also impact international sales negatively. Fluctuation in worldwide demand for analytical instrumentation could affect the
Companys operating results. The demand for analytical instrumentation products can fluctuate depending upon
capital expenditure and/or R&D expenditure cycles. Most companies consider the
Companys instrumentation products to be capital equipment and 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 the Companys results of operations. Fluctuations in the Companys quarterly operating results may cause the
Companys stock price to decline. A high proportion of the Companys costs are fixed due in part to its
significant sales, research and product development and manufacturing 22




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##### Table of Contents



costs. Small declines in revenue caused by fluctuations in currency rates,
worldwide demand for analytical instrumentation or other factors could
disproportionately affect the Companys quarterly operating results, which may
in turn cause its stock price to decline. If the Company does not introduce new products that are attractive to its
customers on a timely basis, the Companys products may become obsolete. The Companys products are highly technical in nature. As a result, many of
the Companys products must be developed months or even years in advance of the
potential need by a customer. If the Company fails to introduce new products
and enhancements as demand arises or in advance of the competition, the
Companys products are likely to become obsolete over time, which would harm
operating results. Also, if the market is not receptive to newly developed
products, the Company may be unable to recover costs of research and product development and marketing, and may fail
to achieve material components of its business plan. The Companys revenues depend on successfully competing for market share in a
highly competitive market. The analytical instrumentation market is highly competitive and the Company
competes with many competitors on a local and international level that are
significantly larger than Dionex 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 to acquire and
retain customers. If this occurs, the Companys market share may decline and
operating results could suffer. The Companys ability to maintain inventories and meet customer demand for its
products is critical to its operating results. Most raw materials, components and supplies purchased by the Company are
available from a number of suppliers. However, certain items are purchased
from limited or sole source suppliers and a disruption of these sources could
adversely affect the Companys ability to ship products as needed. A prolonged
inability to obtain certain materials or components would likely reduce product
inventory, hinder sales and harm the Companys reputation with customers. The Company manufactures products in three sites in Germany, the Netherlands
and the United States. Any prolonged disruption to the
operations at these facilities, whether due to labor unrest, supplier issues,
damage to the physical plants or equipments or other reasons, could also
adversely affect the Companys results of operations. 23




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##### Table of Contents



The Companys executive officers and other key employees are critical to its
business, they may not remain with the Company in the future and finding
talented replacements would be difficult. The operations of the Company require managerial and technical expertise. Each
of the executive officers and key employees located in the United States is
employed at will and may leave the employment of the Company at any time. In
addition, the Companys headquarters are located in Sunnyvale, California,
where the demand for qualified personnel is high and is likely to remain so for
the foreseeable future. As a result, competition for personnel is intense and
the turnover rate for qualified personnel is comparatively high. The loss of
any of the Companys executive officers or key employees could cause the
Company 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 the
Companys ability to conduct its business. The success of the Companys business is dependent in part on protection of
proprietary information and inventions. Obtaining and protecting the Companys
proprietary products, processes and technologies can be difficult and
expensive. Patent and trade secret protection is important to the Company because
developing new technologies and products is time-consuming and expensive. The
Company owns many U.S. and foreign patents and intends to apply for additional
patents to cover its technology and products. The Company may be unable to
obtain issued patents from any pending or future patent applications that it
owns. The claims allowed under any issued patents may not be sufficiently
broad to protect its technology. Third parties may seek to challenge,
circumvent or invalidate issued patents that the Company owns. In addition to its patents, the Company has a vast number of unpatented
proprietary products and know-how. The measures employed by the Company to
protect this technology, such as maintaining the confidentiality of proprietary
information and relying on trade secret laws, may be inadequate. The Company may incur significant expense in any legal proceedings to protect
its proprietary rights. 24




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The Company is exposed to financial market risks, including changes in foreign
currency rates, interest rates and marketable equity securities, as well as
debt and interest expense. Foreign Currency ExchangeRevenues generated from international
operations are generally denominated in foreign currencies. The Company enters
into forward foreign exchange contracts to hedge against fluctuations of
intercompany account balances. Market value gains and losses on these hedge
contracts are substantially offset by fluctuations in the underlying balances
being hedged, and the net financial impact is not expected to be material in
future periods. At September 30, 2004, the Company had forward exchange
contracts to sell foreign currencies totaling $16.1 million dollars, including
approximately $7.7 million in Euros, $7.6 million in Japanese yen and $0.8
million in Canadian dollars. The foreign exchange contracts at the end of each
fiscal quarter mature within the following quarter. Additionally, contract values and fair
market values are the same. A sensitivity analysis assuming a hypothetical 10%
movement in foreign currency exchange rates applied to hedging contracts and
underlying balances being hedged at September 30, 2004 indicated that these
market movements would not have a material effect on the Companys business,
operating results or financial condition. Foreign currency rate fluctuations can impact the U.S. dollar translation of
the Companys foreign operations financial statements into the Companys
consolidated financial statements. Currency fluctuations increased reported
sales by 6% for the quarter ended September 30, 2004 compared to 5% for the
quarter ended September 30, 2003. Interest and Investment IncomeThe Companys interest and investment income is
subject to changes in the general level of interest rates. Changes in interest
rates affect the interest earned on its cash equivalents and short-term
investments. A sensitivity analysis assuming a hypothetical 10% movement in
interest rates applied to the Companys investment balances at September 30,
2004 indicated that such market movement would not have a material effect on
the Companys business, operating results or financial condition. Actual gains
or losses in the future may differ materially from this analysis, depending
upon actual balances and changes in the timing and amount of interest rate
movements. 25




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##### Table of Contents



Marketable Equity SecuritiesThe Company is exposed to market price risks on
its marketable equity securities. These investments are in publicly
traded companies in the laboratory analytical instruments sector. The Company
does not attempt to reduce or eliminate its market exposure on these
securities. A 50% adverse change in the equity price would result in an
approximate $567,000 decrease in the fair value of its marketable equity
securities as of September 30, 2004. Debt and Interest ExpenseA sensitivity analysis assuming a hypothetical 10%
movement in interest rates applied to the Companys outstanding debt balance at
September 30, 2004, indicated that such market movement would not have a
material effect on its business, operating results or financial condition.
Actual gains or losses in the future may differ materially from this analysis,
depending on the level of the Companys outstanding debt and changes in the
timing and amount of interest rate movements. 
 ITEM 4. CONTROL AND PROCEDURES The Company carried out an evaluation, under the supervision and with the
participation of the Companys Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the Companys disclosure controls and
procedures (as defined in rules promulgated under the Exchange Act). Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Registrants disclosure controls and procedures as of
September 30, 2004 were effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms. There were no changes in the Companys internal control over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance
that all control issues, if any, within a company have been detected. The
Companys disclosure controls and procedures are designed to provide reasonable
assurance of achieving their objectives, and the chief executive officer and
the chief financial officer have concluded that these controls and procedures
are effective at the reasonable assurance level. 26




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##### Table of Contents



DIONEX CORPORATION 
 PART II. OTHER INFORMATION 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Dionex repurchases shares of its 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. Dionex started a series of repurchase programs in 1989
with the Board of Directors authorizing future repurchases of an aggregate of
1.5 million shares of common stock in April 2002 as well as authorizing the
repurchase of additional shares of common stock equal to the number of common
shares issued pursuant to the Companys 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, 2004: ISSUER PURCHASES OF EQUITY SECURITIES Total
    
    
    
    
    
    MaximumShares
    
    
    
    
    
    Number ofPurchased
    
    Additional
    
    Shares thatTotal
    
    
    
    
    
    as Part of
    
    Shares
    
    May Yet BeNumber
    
    Avg.
    
    Publicly
    
    Authorized
    
    Purchasedof Shares
    
    Price Paid
    
    Announced
    
    for
    
    Under thePeriod
    
    Purchased
    
    per Share
    
    Program(1)
    
    Purchase (1)
    
    Program (1)Jul. 1 - 31, 2004
    
    
    20,800
    
    
    $
    47.33
    
    
    
    2,164,600
    
    
    
    26,685
    
    
    
    1,728,134Aug. 1 - 31, 2004
    
    
    280,500
    
    
    $
    45.41
    
    
    
    2,445,100
    
    
    
    91,014
    
    
    
    1,538,648Sep. 1 - 30, 2004
    
    
    
    
    
    
    
    
    
    
    2,445,100
    
    
    
    26,536
    
    
    
    1,565,184
  (1)
    
    The current repurchase of 1.5 million shares of common stock plus
that number of shares of common stock equal to the number of shares issued
pursuant to employee stock plans subsequent to that date. 27




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##### Table of Contents



Item 6. EXHIBITS ExhibitNumber
    
    Description
    
    Reference3.1
    
    Restated Certificate of Incorporation, filed November 6, 1996
    
    
    (3
    )3.2
    
    Bylaws, as amended on July 29, 2002
    
    
    (7
    )4.1
    
    Shareholder Rights Agreement dated January 21, 1999, between the Registrant and BankBoston N.A.
    
    
    (4
    )10.1
    
    Agreement, effective as of January 1, 1975, between The Dow Chemical Company and International Plasma Corporation
    
    
    (1
    )10.2
    
    Memorandum agreement, dated March 14, 1975, between The Dow Chemical Company and International Plasma Corporation
    
    
    (1
    )10.3
    
    Agreement, dated March 6, 1975, between International Plasma Corporation and the former Dionex Corporation
    
    
    (1
    )10.4
    
    Consent to Assignment executed as of March 26, 1980, between the Dow Chemical Company and the former Dionex Corporation
    
    
    (1
    )10.5
    
    Amendatory Agreement, effective as of November 1, 1981, between The Dow Chemical Company and the Registrant (with certain confidential information deleted)
    
    
    (1
    )10.6
    
    Amendatory Agreement, effective as of July 1, 1982, between The Dow Chemical Company and the Registrant (with certain confidential information deleted)
    
    
    (1
    )10.7
    
    Registrants Medical Care Reimbursement Plan (Exhibit 10.17)
    
    
    (1
    )10.8
    
    Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Registrant (Exhibit 10.15)
    
    
    (6
    )
 28




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference10.9
    
    1988 Directors Stock Option Plan (and related stock option grant form) (Exhibit 10.20)
    
    
    (2
    )10.10
    
    Dionex Corporation Stock Option Plan, as amended and restated (formerly, the 1990 Stock Option Plan) (Exhibit 10.12)
    
    
    (5
    )10.12
    
    Registrants Stock Option Plan (Exhibit 10.12)
    
    
    (9
    )10.13
    
    Registrants Employee Stock Participation Plan (Exhibit 10.13)
    
    
    (9
    )21.1
    
    Subsidiaries of Registrant
    
    
    (9
    )31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  (1)
    
    Incorporated by reference to the indicated exhibit in Amendment No. 1 of
the Registrants Registration Statement on Form S-1 filed December 7,
1982.(2)
    
    Incorporated by reference to the indicated exhibit in the Registrants
Annual Report on Form 10-K filed September 27, 1988.(3)
    
    Incorporated by reference to the corresponding exhibit in the
Registrants Annual Report on Form 10-Q filed February 13, 1997.(4)
    
    Incorporated by reference to the corresponding exhibit in the
Registrants Quarterly Report on Form 10-Q filed February 16, 1999.(5)
    
    Incorporated by reference to the indicated exhibit in the Registrants
Statement on Form S-8 filed December 22, 1999.(6)
    
    Incorporated by reference to the indicated exhibit in the Registrants
Quarterly Report on Form 10-Q filed February 14, 2001.(7)
    
    Incorporated by reference to the indicated exhibit in the Registrants
Annual Report on Form 10-K filed August 28, 2002.(8)
    
    Incorporated by reference to the indicated exhibit in the Registrants
Annual Report on Form 10-K filed September 24, 2003.(9)
    
    Incorporated by reference to the indicated exhibit in the Registrants
Annual Report on Form 10-K filed September 10, 2004. 29




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SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED. DIONEX CORPORATIONDate: November 8, 2004
    By:
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive
Officer and Director By:
    /s/ Craig A. McCollamCraig A. McCollamVice President and Chief Financial Officer 30




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