10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2005

OR

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 incorporation or organization)	(I.R.S. Employer Identification No.)
1228 Titan Way, Sunnyvale, California	94085
(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 R NO £

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES R NO £

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 6, 2005:

CLASS	NUMBER OF SHARES
Common Stock	20,291,859

DIONEX CORPORATION
INDEX

		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2005 and June 30, 2004		3
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, 2005 and 2004		4
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended March 31, 2005 and 2004		5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31, 2005 and 2004		6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		7-12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		13-21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS		21-22
ITEM 4.	CONTROLS AND PROCEDURES		22
	PART II. OTHER INFORMATION
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		23
ITEM 6.	EXHIBITS		24-25
SIGNATURES			26
EXHIBITS			27
EXHIBIT 10.15
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

2.

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

	March 31,		June 30,
	2005		2004
ASSETS
Current assets:
Cash and cash equivalents	$	42,927	$	46,673
Short-term investments		24,454		12,113
Accounts receivable (net of allowance for doubtful accounts of $907 at March 31, 2005 and $760 at June 30, 2004)		56,883		53,128
Inventories		27,220		24,838
Deferred taxes		10,659		10,293
Prepaid expenses and other		4,056		3,875
Total current assets		166,199		150,920
Property, plant and equipment, net		49,311		46,656
Goodwill		25,126		24,675
Intangible assets, net		3,333		4,357
Other assets		8,194		8,857
	$	252,163	$	235,465
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable to banks	$	140	$	1,468
Accounts payable		8,417		8,113
Accrued liabilities		30,897		31,822
Income taxes payable		95		2,214
Accrued product warranty		3,820		3,584
Total current liabilities		43,369		47,201
Deferred taxes		3,615		3,557
Other long-term liabilities		869		1,253
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:
20,706,957 shares at March 31, 2005 and 20,840,881 shares at June 30, 2004)		122,495		103,943
Retained earnings		69,040		71,217
Accumulated other comprehensive income		12,775		8,294
Total stockholders’ equity		204,310		183,454
	$	252,163	$	235,465

See notes to condensed consolidated financial statements.

3.

DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	March 31,
	2005			2004
Net sales	$	70,801		$	70,746
Cost of sales		22,941			24,629
Gross profit		47,860			46,117
Operating expenses:
Selling, general and administrative		26,060			23,367
Research and product development		4,801			4,606
Total operating expenses		30,861			27,973
Operating income		16,999			18,144
Interest income		351			214
Interest expense		(4	)		(66	)
Other income (expense), net		67			60
Income before taxes		17,413			18,352
Taxes on income		5,453			5,965
Net income	$	11,960		$	12,387
Basic earnings per share	$	0.58		$	0.58
Diluted earnings per share	$	0.56		$	0.56
Shares used in computing per share amounts:
Basic		20,763			21,180
Diluted		21,543			22,177

See notes to condensed consolidated financial statements.

4.

DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(In thousands, except per share amounts)
(Unaudited)

	Nine Months Ended
	March 31,
	2005			2004
Net sales	$	208,161		$	189,561
Cost of sales		69,190			64,474
Gross profit		138,971			125,087
Operating expenses:
Selling, general and administrative		73,895			65,429
Research and product development		15,127			14,204
Total operating expenses		89,022			79,633
Operating income		49,949			45,454
Interest income		890			530
Interest expense		(136	)		(170	)
Other income (expense), net		380			(268	)
Income before taxes		51,083			45,546
Taxes on income		16,732			14,803
Net income	$	34,351		$	30,743
Basic earnings per share	$	1.66		$	1.46
Diluted earnings per share	$	1.59		$	1.40
Shares used in computing per share amounts:
Basic		20,755			21,099
Diluted		21,561			21,983

See notes to condensed consolidated financial statements.

5.

DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2005 AND 2004
(In thousands)
(Unaudited)

	Nine Months Ended
	March 31,
	2005			2004
Cash flows from operating activities:
Net income	$	34,351		$	30,743
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,528			4,372
Gain on sale of marketable securities		(644	)		—
Tax benefit related to stock option plans		5,177			6,313
Deferred taxes		(120	)		(937	)
Changes in assets and liabilities:
Accounts receivable		(1,788	)		(6,202	)
Inventories		(1,074	)		1,216
Prepaid expenses and other assets		(1,045	)		(344	)
Accounts payable		122			4,818
Accrued liabilities		1,450			121
Income taxes payable		(2,500	)		(4,417	)
Accrued product warranty		107			248
Net cash provided by operating activities		38,564			35,931
Cash flows from investing activities:
Earnout provision of LC Packings		(3,500	)		(3,000	)
Purchase of marketable securities		(50,475	)		(16,550	)
Proceeds from sale of marketable securities		39,522			4,451
Purchase of property, plant and equipment		(5,175	)		(3,108	)
Acquisition of other intangible assets		—			(975	)
Proceeds from sale of property & equipment		4			—
Other		64			91
Net cash used for investing activities		(19,650	)		(19,091	)
Cash flows from financing activities:
Net change in revolving line of credit		(942	)		662
Principal payments on debt		(423	)		(484	)
Proceeds from issuance of common stock		17,365			17,794
Repurchase of common stock		(40,520	)		(30,458	)
Net cash used for financing activities		(24,520	)		(12,486	)
Effect of exchange rate changes on cash		1,770			1,195
Net increase in cash and equivalents		(3,746	)		5,549
Cash and equivalents, beginning of period		46,673			40,821
Cash and equivalents, end of period	$	42,927		$	46,370
Supplemental disclosures of cash flow information:
Income taxes paid	$	13,470		$	13,371
Interest paid	$	93		$	126

See notes to condensed consolidated financial statements.

6.

DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

     The condensed consolidated financial statements included herein have been prepared by Dionex Corporation (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 condensed 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. Reclassification of Auction Rate Securities (“ARS”)

     The Company has determined that investments in auction rate securities should be classified as short-term investments. Previously, such investments had been classified as cash and cash equivalents. ARS generally have long-term maturities; however, these investments have characteristics similar to short-term investments because at predetermined intervals, generally every 28 to 49 days, there is a new auction process, and a ready market exists for these securities. The Company recorded investments in ARS as of March 31, 2005 as short-term investments and reclassified ARS as of June 30, 2004 that were previously included in cash and cash equivalents as short-term investments.

     The following is a summary of the effects of the reclassification (in thousands):

	Consolidated Balance Sheet
	As Previously
As of June 30, 2004	Reported		Adjustments			As Reclassified
Cash and cash equivalents	$	57,182	$	(10,509	)	$	46,673
Short-term investments		1,604		10,509			12,113

3. Stock-Based Compensation

     The Company applies Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25) and related interpretations in accounting for its stock-based compensation plans. Accordingly, no accounting recognition is given to stock options granted at fair market value until they are exercised. Upon exercise, net proceeds, including tax benefits realized, are credited to equity.

7.

     Statement of Financial Accounting Standards (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 APB 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 amounts):

	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2005		2004		2005		2004
Net income, as reported	$	11,960	$	12,387	$	34,351	$	30,743
Less: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		1,265		1,283		4,340		4,066
Pro forma net income	$	10,695	$	11,104	$	30,011	$	26,677
Earnings per share:
Basic — as reported	$	0.58	$	0.58	$	1.66	$	1.46
Basic — pro forma	$	0.52	$	0.52	$	1.45	$	1.26
Diluted — as reported	$	0.56	$	0.56	$	1.59	$	1.40
Diluted — pro forma	$	0.50	$	0.50	$	1.39	$	1.21

     The resulting pro forma compensation expense may not be representative of the amount to be expected for the year ending June 30, 2005. Pro forma compensation expense may be greater as additional options are granted.

     The fair value of each option 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 publicly 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. The Company’s employee stock options have characteristics significantly different from publicly traded options, and changes in the subjective input assumptions can materially affect the fair value estimate.

4. New Accounting Pronouncements

     In September 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Emerging Issues Task Force (EITF) Issue 03-1, Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”, which delays the effective date for the recognition and measurement guidance in EITF Issue No. 03-1. In addition, the FASB has issued a proposed FSP to consider whether further application guidance is necessary for securities analyzed for impairment under EITF Issue No. 03-1. The Company continues to assess the potential impact of the adoption of the proposed FSP could have on the Company’s consolidated financial statements.

     In November 2004, the FASB issued SFAS No. 151, “Inventory Costs” (SFAS No. 151) which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company continues to assess the potential impact the adoption of SFAS No. 151 could have on the Company’s consolidated financial statements.

     In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” (SFAS 123R), which eliminates the alternative of applying the intrinsic value measurement to stock compensation awards issued to employees. Rather, the new standard requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, as is referred to as the requisite service period (usually the vesting period).

8.

     The Company has not yet quantified the effects of the adoption of SFAS 123R, but it is expected that the new standard will result in significant stock-based compensation expense. The pro forma effects on net income and earnings per share if the Company had applied the fair value recognition provisions of original SFAS 123 on stock compensation awards are disclosed in Note 3. Although such pro forma effects of applying original SFAS 123 may be indicative of the effects of adopting SFAS 123R, the provisions of these two statements differ in some important respects. The actual effect of adopting SFAS 123R will be dependent on numerous factors including, but not limited to, the valuation model chosen by the Company to value stock-based awards; the assumed award forfeiture rate; the accounting policies adopted concerning the method of recognizing the fair value of awards over the requisite service period; and the transition method (as described below) chosen for adopting SFAS 123R.

     SFAS 123R will be effective for the Company’s fiscal quarter beginning July 1, 2005, and requires the use of the Modified Prospective Application Method. Under this method SFAS 123R will be applied to new awards and to awards modified, repurchased or cancelled after the effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered (such as unvested options) that are outstanding as of the date of adoption shall be recognized as the remaining requisite services are rendered. The compensation cost relating to unvested awards at the date of adoption shall be based on the grant-date fair value of those awards as calculated for pro forma disclosures under the original SFAS 123. In addition, companies may use the Modified Retrospective Application Method. This method may be applied to all prior years for which the original SFAS 123 was effective or only to prior interim periods in the year of initial adoption. If the Modified Retrospective Application Method is applied, financial statements for prior periods shall be adjusted to give effect to the fair-value-based method of accounting for awards on a consistent basis with the pro forma disclosures required for those periods under the original SFAS 123.

     In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29” (SFAS No. 153) which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 will be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company expects that the adoption of SFAS No. 153 will not have any impact on the Company’s condensed consolidated financial statements.

5. Marketable Securities

     During the year ended June 30, 2004, the Company acquired debt instruments with maturities of more than one year. These securities are classified as “held-to-maturity” securities. At March 31, 2005, the aggregate unamortized value of these securities was approximately $4.2 million, of which approximately $1.0 and $3.2 million are classified on the balance sheet as “short-term investments” and “other assets”, respectively. The aggregate amount of unrealized losses for these securities was approximately $97,000 at March 31, 2005, all of which had been in a loss position for less than 12 months. In the three months ended March 31, 2005 the Company sold a “held to maturity” security. The Company realized proceeds of $97,000 and reported a loss of $2,600 on the sale.

6. Inventories

     Inventories consist of (in thousands):

	March 31,		June 30,
	2005		2004
Finished goods	$	14,850	$	13,208
Work in process		2,110		2,654
Raw materials		10,260		8,976
	$	27,220	$	24,838

9.

7. Comprehensive Income

     Comprehensive income is the change in stockholders’ equity arising from transactions other than investments by owners and distributions to owners. For the Company, the significant components of comprehensive income, other than net income, are foreign currency translation adjustments and net unrealized gains or losses on securities available for sale. The components of accumulated other comprehensive income is summarized as follows (in thousands):

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2005			2004			2005			2004
Net income, as reported	$	11,960		$	12,387		$	34,351		$	30,743
Foreign currency translation adjustments		(4,147	)		(938	)		4,731			6,351
Unrealized gain/(loss) on securities available for sale, net		(32	)		(7	)		(249	)		157
Comprehensive income	$	7,781		$	11,442		$	38,833		$	37,251

8. Common Stock Repurchases

     During the three months ended March 31, 2005, the Company repurchased 246,300 shares of its common stock on the open market for approximately $14.3 million (at an average repurchase price of $58.19 per share), compared with 316,700 shares repurchased for approximately $16.9 million (at an average repurchase price of $53.31 per share) in the same period in the prior fiscal year.

     During the nine months ended March 31, 2005, the Company repurchased 767,500 shares of its common stock on the open market for approximately $40.5 million (at an average repurchase price of $52.80 per share) compared with 652,700 shares repurchased for approximately $30.5 million (at an average repurchase price of $46.66 per share) in the same period in the prior year.

     During the year ended June 30, 2004, the Company repurchased a total of 1,116,300 shares of its common stock on the open market for approximately $53.7 million (at an average repurchase price of $48.11 per share).

9. 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 earnings 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.

     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 Ended				Nine Months Ended
	March 31,				March 31,
	2005		2004		2005		2004
Numerator:
Net Income	$	11,960	$	12,387	$	34,351	$	30,743
Denominator:
Weighted average shares used to compute net income per common share — basic		20,763		21,180		20,755		21,099
Effect of dilutive stock options		780		997		806		884
Weighted average shares used to compute net income per common share — diluted		21,543		22,177		21,561		21,983
Basic earnings per share	$	0.58	$	0.58	$	1.66	$	1.46
Diluted earnings per share	$	0.56	$	0.56	$	1.59	$	1.40

     Antidilutive common equivalent shares related to stock options are excluded from the calculation of diluted shares. At March 31, 2005 and 2004 all stock options were included in the diluted earnings per share calculation.

10.

10. Goodwill and Other Intangible Assets

     Information regarding the Company’s goodwill and other intangible assets reflects current foreign exchange rates.

     Changes in the carrying amount of goodwill for the nine months ended March 31, 2005 are as follows (in thousands):

	Total
Balance as of July 1, 2004	$	24,675
Goodwill acquired during the period		—
Translation adjustments		451
Balance as of March 31, 2005	$	25,126

     The Company performed an annual impairment test of goodwill in April 2005 and determined that goodwill was not impaired.

     Information regarding the Company’s other intangible assets follows (in thousands):

	As of March 31, 2005							As of June 30, 2004
	Carrying		Accumulated					Carrying		Accumulated
	Amount		Amortization			Net		Amount		Amortization			Net
Developed technology		10,057		(7,864	)		2,193		9,750		(6,505	)		3,245
Other		1,341		(201	)		1,140		1,186		(74	)		1,112
Total	$	11,398	$	(8,065	)	$	3,333	$	10,936	$	(6,579	)	$	4,357

     The Company amortizes developed technology over a period of three to seven years and 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 and the remaining weighted average amortization period for this category approximates eight years.

     Amortization expense related to intangible assets was $354,000 and $1.2 million, respectively, for the three and nine months ended March 31, 2005 as compared to $396,000 and $1.1 million, respectively, for the three and nine months ended March 31, 2004. The estimated amortization for each of the five fiscal years subsequent to June 30, 2004 is as follows:

Year Ending	Amortization
June 30,	Expense
2005	$	1,600
2006		1,068
2007		870
2008		364
2009		155
Thereafter		445
Total	$	4,502

11. Warranty

     Product warranties are recorded at the time revenue is recognized for certain product shipments. Warranty expense 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 estimates, revisions to the warranty liability would be required.

11.

     Details of the change in accrued product warranty for the nine months ended March 31, 2005 and 2004 are as follows (in thousands):

	Balance		Provision				Actual			Balance
	Beginning		for				Warranty			End of
	of Period		Warranties(2)		Other(1)		Costs Incurred(3)			Period
Accrued Product Warranty Nine Months Ended:
March 31, 2005		$3,584		1,705		134		(1,603	)		$3,820
March, 31, 2004		$3,188		1,797		172		(1,563	)		$3,594

(1) Effects of exchange rate changes
(2) Provision for warranties related to products sold during the period
(3) Costs of warranty claims processed during the period

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 March 31, 2005 and June 30, 2004 were $2.7 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 March 31, 2005 and June 30, 2004 based on its past experience of discounting trade notes receivable.

12.

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 and in the footnotes to the Company’s 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, 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 “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. The Company 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 March 31, 2005 and 2004

     Net sales for the third quarter of fiscal 2005 were $70.8 million, compared with $70.7 million reported for the same period in the prior 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 reported net sales by approximately 2% for the three months ended March 31, 2005 compared to 11% for the same period in the prior year.

     In the third quarter of fiscal 2005, net sales increased or decreased compared to the third quarter of fiscal 2004 as indicated in the table below:

	Three Months
	Ended
	March 31, 2004
	to
Percentage change in net sales	March 31, 2005
Total:		0	%
By geographic region:
North America		-1	%
Europe		5	%
Asia/Pacific		-6	%
Percentage of change in net sales excluding currency fluctuations
Total:		-2	%
By geographic region:
North America		-2	%
Europe		0	%
Asia/Pacific		-7	%

13.

     Net sales for the third quarter of fiscal 2005 in North America decreased from the third quarter of fiscal 2004 primarily due to weaker conditions in the environmental and pharmaceutical markets due to reduced customer and governmental spending. Net sales for the third quarter of fiscal 2005 in Europe increased from the third quarter of fiscal 2004 primarily due to good sales growth in the United Kingdom and France. The Asia/Pacific region declined primarily due to $5 million of nonrecurring sales in Japan related to new drinking water regulations reported in the third quarter last year. Excluding this incremental revenue in the prior period, Asia/Pacific region net sales increased 23% for the third quarter fiscal 2005, as we saw continued strong growth in all countries outside of Japan.

     Gross margin for the third quarter ended March 31, 2005 was 67.6% compared to 65.2% in the third quarter last year. Gross margin improved significantly from the third quarter last year. In the third quarter last year, the incremental $5 million in sales from Japan, described above, included an OEM component that had a significantly lower gross margin, causing our gross margin to be approximately 2 percentage points lower.

     Operating expenses of $30.9 million for the third quarter of fiscal 2005 increased $2.9 million, or 10.3%, from the $28.0 million reported in the same quarter last year. As a percentage of net sales described above, operating expenses increased to 43.6% for the three months ended March 31, 2005 compared to 39.5% for the same quarter last year.

     Selling, general and administrative (SG&A) expenses increased $2.7 million or 11.5%, to $26.1 million in the three months ended March 31, 2005 compared to $23.4 million for the same quarter last year. As a percentage of net sales, SG&A expenses increased to 36.8% for the third quarter of fiscal 2005 compared to 33.0% for the same quarter last year. The increase in SG&A expenses was primarily due to higher personnel costs of approximately $600,000, effects from currency fluctuations of approximately $800,000 and the costs of the Company’s Australian subsidiary (established in May 2004) and compliance with Section 404 of the Sarbanes-Oxley Act of approximately $300,000 each.

     Research and product development (R&D) costs of $4.8 million for the three months ended March 31, 2005 increased $195,000, or 4.2%, from the $4.6 million reported in the same period last year. Increased R&D spending in the three months ending March 31, 2005 is primarily due to higher personnel costs. 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. In the third quarter of fiscal 2005, the Company introduced two new high end systems, the ICS-3000 Premiere Ion Chromatography system and the Ultimate 3000 Micro, Capillary and Nano flow system.

     Other income was $67,000 in the three months ended March 31, 2005 compared to income of $60,000 for the same period in the prior year. Other income in fiscal 2005 is attributable to foreign currency exchange gains.

     The effective tax rate for the three months ended March 31, 2005 was 31.3%, down from 32.5% reflected in the same period last year. The lower tax rate was due to tax credits that were recognized in the current quarter.

     Net income in the three months ended March 31, 2005 declined 3.4% to $12.0 million compared with $12.4 million reported for the same period last year. Diluted earnings per share for the three months ended March 31, 2005 were $.56, unchanged from the $.56 reported for the same period last year.

Results of Operations — Nine Months Ended March 31, 2005 and 2004

     Net sales for the nine months ended March 31, 2005 were $208.2 million, an increase of 10% over the $189.6 million reported for the same 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 4% for the first nine months of fiscal 2005 and by approximately 8% for the same period last year.

14.

     Net sales for the first nine months of fiscal 2005 increased over the same period last year as indicated in the table below:

	Nine Months Ended
Percentage change in net sales	March 31, 2004 to
	March 31, 2005
Total:		10	%
By geographic region:
North America		7	%
Europe		12	%
Asia/Pacific		10	%
Percentage of growth in net sales excluding currency fluctuations
Total:		6	%
By geographic region:
North America		6	%
Europe		4	%
Asia/Pacific		8	%

     Net sales in North America increased primarily due to improvements in economic conditions. Net sales in Europe increased primarily due to strong growth throughout the region. Net sales in the Asia/Pacific region increased primarily due to strong growth in all countries except Japan, resulting from the incremental sales previously discussed. The sales growth in the first nine months of fiscal 2005 was affected by the weaker third quarter sales growth. The Company believes that the fourth quarter will continue to be affected by weaker economic conditions and $3.0 million in nonrecurring sales in Japan in the fourth quarter of fiscal 2004.

     Gross margin for the first nine months of fiscal 2005 was 66.8%, a slight increase from the 66.0% reported for the same period last year. Gross margin was higher due to the high OEM component previously discussed in the third quarter last year.

     Operating expenses of $89.0 million for the first nine months of fiscal 2005 increased $9.4 million, or 11.8%, from the $79.6 million reported for the same period last year. As a percentage of sales, operating expenses in the first nine months of fiscal year 2005 were 42.8%, compared with 42.0% in the same period last year.

     SG&A expenses were $73.9 million for the first nine months of fiscal 2005, an increase of 12.9% compared with the $65.4 million reported in the same period last year. The increase in SG&A expenses was due to personnel costs of approximately $3.0 million, effects of currency fluctuations of approximately $2.8 million, costs associated with Sarbanes-Oxley Section 404 compliance activities of approximately $1.7 million, and the Company’s expansion efforts internationally in Korea and Australia of approximately $1.1 million.

     R&D costs for the first nine months of fiscal 2005 were $15.1 million, an increase of 6.5% compared with the $14.2 million reported in the same period last year. R&D costs in fiscal 2005 increased due to the Company’s higher spending for project materials and personnel costs to develop the Company’s IC and HPLC products. 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 $380,000 for the first nine months of fiscal 2005 primarily due to a gain on the sale of marketable equity securities of $644,000 partially offset by losses on foreign exchange. Other expense was $268,000 for the first nine months of fiscal 2004, resulting from losses incurred in the Company’s foreign currency hedging activities.

     The effective tax rate for the first nine months of fiscal 2005 was 32.8%, up from 32.5% for the same period last year. The increase was attributable to a higher portion of foreign-sourced income in the current fiscal year. The Company’s tax rate is subject to fluctuation due to changes in tax regulations in the jurisdictions in which the Company does business.

     Net income for the first nine months of fiscal 2005 was $34.4 million, an increase of 11.7% compared with $30.7 million reported for the same period last year. Diluted earnings per share for the first nine months of fiscal 2005 were $1.59, an increase of 13.6% over the $1.40 reported for the same period last year.

15.

Liquidity and Capital Resources

     At March 31, 2005, the Company had cash and cash equivalents of $42.9 million. The Company’s working capital was $122.8 million, an increase of $19.1 million from the $103.7 million reported at June 30, 2004. Cash generated by operating activities for the nine months ended March 31, 2005 was $38.6 million compared with $35.9 million for the same period last year. The increase in operating cash flow was primarily due to increases in net income, higher collections of accounts receivable and lower income tax payments partially offset by higher payments to suppliers and higher inventory levels related to higher sales and new products.

     Cash used for investing activities was $19.6 million and $19.1 million in the nine months ended March 31, 2005 and 2004, respectively. For nine months of fiscal 2005, investments included the purchases of marketable securities, net of proceeds from sales, for $11.0 million, capital expenditures of $5.2 million and the payment of $3.5 million for LC Packings earn-out. Capital expenditures for the first nine months of fiscal 2005 include costs to implement several information technology and business-related strategic initiatives. For the nine months of fiscal 2004, investments included purchases of marketable securities, net of proceeds from sales, for $12.1 million, capital expenditures of $3.1 million, payment of LC Packings earn-out of $3.0 million and $975,000 of intangibles related to our Korean subsidiary. Capital expenditures in fiscal 2004 included building improvements at the corporate headquarters and computer hardware and software spending in connection with the Company’s website.

     Cash used for financing activities was $24.5 million and $12.5 million in the first nine months of fiscal 2005 and 2004, respectively. The increase is primarily attributable to the repurchase of 767,500 shares of the Company’s common stock for $40.5 million in fiscal 2005 (at an average repurchase price of $52.80 per share) compared with 652,700 shares for $30.5 million in fiscal 2004 (at an average repurchase price of $46.66 per share), partially offset by proceeds received from the issuance of common stock for the exercise of employee stock options and from the employee stock purchase plan of $17.4 million in fiscal 2005 and $17.8 million in fiscal 2004.

     At March 31, 2005, the Company had utilized $140,000 of its $34.9 million in committed bank lines of credit, 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 bank lines of credit will be adequate to meet its cash requirements for fiscal 2005 and the foreseeable future, and at least the next twelve months.

     The following table 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 Period
			Less
			Than 1		1-3		4-5		After 5
Contractual Obligations	Total		Year		Years		Years		Years
Lines of Credit	$	917	$	917	$	—	$	—	$	—
Mortgage Note Payable		551		551		—		—		—
Operating Lease Obligations		15,307		3,752		4,655		2,521		4,379
Other Obligations		3,500		3,500		—		—		—
Total Contractual Commitments	$	20,275	$	8,720	$	4,655	$	2,521	$	4,379

     At June 30, 2004, the Company had recorded $3.5 million of Other Obligations in its condensed consolidated financial statements. Other Obligations relate to the earn-out from the acquisition of LC Packings in fiscal 2000 and recorded within “Accrued liabilities.” This earn-out payment in “Other Obligations” was made in January 2005.

     There have been no material changes to the Company’s contractual obligations outside ordinary business activities since June 30, 2004, except those changes described above related to earn-out payments and outstanding borrowings.

New Accounting Pronouncements

     In September 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Emerging Issues Task Force (EITF) Issue 03-1, Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”, which delays the effective date for the recognition and measurement guidance in EITF Issue No. 03-1. In addition, the FASB has issued a proposed FSP to consider whether further application guidance is necessary for securities analyzed for impairment under EITF Issue No. 03-1. The Company continues to assess the potential impact the adoption of the proposed FSP could have on the Company’s consolidated financial statements.

16.

     In November 2004, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 151, “Inventory Costs “ (SFAS No. 151) which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company continues to assess the potential impact the adoption of SFAS No. 151 could have on the Company’s consolidated financial statements.

     In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” (SFAS 123R), which eliminates the alternative of applying the intrinsic value measurement to stock compensation awards issued to employees. Rather, the new standard requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

     The Company has not yet quantified the effects of the adoption of SFAS 123R, but it is expected that the new standard may result in significant stock-based compensation expense. The pro forma effects on net income and earnings per share if the Company had applied the fair value recognition provisions of original SFAS 123 on stock compensation awards are disclosed in Note 3. Although such pro forma effects of applying original SFAS 123 may be indicative of the effects of adopting SFAS 123R, the provisions of these two statements differ in some important respects. The actual effect of adopting SFAS 123R will be dependent on numerous factors including, but not limited to, the valuation model chosen by the Company to value stock-based awards; the assumed award forfeiture rate; the accounting policies adopted concerning the method of recognizing the fair value of awards over the requisite service period; and the transition method (as described below) chosen for adopting SFAS 123R.

     SFAS 123R will be effective for the Company’s fiscal quarter beginning July 1, 2005, and requires the use of the Modified Prospective Application Method. Under this method SFAS 123R applied to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered (such as unvested options) that are outstanding as of the date of adoption shall be recognized as the remaining requisite services are rendered. The compensation cost relating to unvested awards at the date of adoption shall be based on the grant-date fair value of those awards as calculated for pro forma disclosures under the original SFAS 123. In addition, companies may use the Modified Retrospective Application Method. This method may be applied to all prior years for which the original SFAS 123 was effective or only to prior interim periods in the year of initial adoption. If the Modified Retrospective Application Method is applied, financial statements for prior periods shall be adjusted to give effect to the fair-value-based method of accounting for awards on a consistent basis with the pro forma disclosures required for those periods under the original SFAS 123.

     In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29” (SFAS 153) which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 will be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company expects that the adoption of SFAS 153 will not have any impact on the Company’s consolidated financial statements.

Critical Accounting Policies and Estimates

Summary:

     The preparation of consolidated financial statements requires the Company 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 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.

17.

Revenue Recognition Policy

The Company derives revenues from the sale of products, the delivery of services to its customers, including installation and training, and from maintenance, which includes product repair obligations under extended warranty, unspecified software upgrades, telephone support and time and material repairs. Generally, the Company’s products contain embedded software that is essential to their functionality.

The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104 “Revenue Recognition” and Statement of Position 97-2, “Software Revenue Recognition,” as amended, when persuasive evidence of an arrangement exists, the product has been delivered, or service performed, 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. In all cases, the portion of revenue allocated to the undelivered elements is deferred until those items are delivered to the customer or the services are performed. Delivery of the product is generally considered to have occurred when shipped. Undelivered elements in the Company’s sales arrangements, which are not considered to be essential to the functionality of a product, generally include product accessories, installation services and/or training that are delivered after the related products have been delivered. Installation consists of system set-up, calibration and basic functionality training and generally requires one to three days depending on the product. Vendor specific objective evidence for product, product accessories and training services is based on the price charged when an element is sold separately or, if not sold separately, when the price is established by authorized management. The fair value of installation services is calculated by applying standard service billing rates to the estimate of the number of hours to install a specific product based on historical experience. These estimated hours for installation have historically been accurate and consistent from product to product. However, to the extent these estimates were to reflect unfavorable variability, the Company’s ability to maintain vendor specific objective evidence of fair value for such element could be impacted which in turn could delay the recognition of the revenue currently allocated to the delivered elements.

The Company recognizes revenue under extended warranty arrangements (maintenance fees) ratably over the period of the related maintenance contract and cost of the time and material repairs when incurred. Maintenance consists of product repair obligations under extended warranty, unspecified software upgrades, telephone support and time and material repairs. 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. While the Company believes its historical experience provides a reliable basis for estimating such warranty cost, unforeseen quality issues or component failure rates could result in future costs in excess of such estimates, or alternatively, improved quality and reliability in its products could result in actual expenses that are below those currently estimated.

The Company’s sales are typically not subject to rights of return and, historically, actual sales returns have not been significant.

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.

18.

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.

     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, it measures 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 its annual review in April, 2004 and at that time found that no impairment was necessary.

Income Taxes

     As part of the process of preparing the condensed consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves the Company’s estimate of its 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 condensed consolidated balance sheets.

     The Company must then assess the likelihood that its 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.

Risks and Uncertainties

The continuation or spread of the current economic uncertainty in key 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 69% of its net sales from outside North America in the nine months ended March 31, 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 the Company’s 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.

19.

     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 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 the Company 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 at 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.

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

20.

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.

The Company’s failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on its stock price.

     The Company is in the process of documenting and testing its internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of the Company’s internal control over financial reporting and a report by the Company’s independent registered public accountants attesting to and reporting on these assessments. During the course of the Company’s testing, the Company may identify deficiencies that cannot be remediated in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if the Company fails to maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, it may not be able to ensure that it can conclude in future periods that its has effective internal control over financial reporting in accordance with Section 404. If the Company cannot favorably assess, or its independent registered accountants are unable to provide an unqualified attestation report on the Company’s assessment of, the effectiveness of its internal control over financial reporting, investor confidence in the reliability of the Company’s financial reports may be adversely affected, which could have a material adverse effect on the Company’s stock price.

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 Exchange.

     Revenues 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 March 31, 2005, the Company had forward exchange contracts to sell foreign currencies totaling $19.1 million dollars, including approximately $9.6 million in Euros, $8.4 million in Japanese yen and $1.1 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 March 31, 2005 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 in the Company’s condensed consolidated financial statements. Currency fluctuations increased reported net sales by 2% for both the quarter and 4% for the nine months ended March 31, 2005 compared to 11% for the quarter and 8% for the nine months ended March 31, 2005.

Interest and Investment Income.

     The 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 our 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 March 31, 2005, indicated that such market movement would not have a material effect on the 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.

21.

Marketable Equity Securities.

     The 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 our market exposure on these securities. A 50% adverse change in the equity price would result in an approximate $458,000 decrease in the fair value of its marketable equity securities as of March 31, 2005.

Debt and Interest Expense.

     A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to the Company’s outstanding debt balance at March 31, 2005, 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. CONTROLS 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 Company’s disclosure controls and procedures as of March 31, 2005 were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

     Like many public companies, the Company has been engaged in a diligent review of its disclosure controls and procedures and internal control over financial reporting in order to be able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder when such requirements become applicable to the Company. In connection with these efforts, the Company has identified a number of internal control deficiencies, primarily in the areas of documentation, segregation of duties and information technology systems. The Company’s management does not believe that any of these deficiencies is significant when considered by itself, but believes that such deficiencies could be viewed as significant when taken in the aggregate. An internal control deficiency is “significant” when it results in a more than remote likelihood that a misstatement in the Company’s annual or interim financial statements is more than inconsequential. To address these deficiencies, management is executing a number of initiatives, including modifying existing and launching new management information systems, documenting operating procedures and controls in all of its organizations and improving segregation of duties within its financial organization.

     Other than the initiatives described above, 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.

     The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with its policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

22.

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. The Company 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 March 31, 2005:

ISSUER PURCHASES OF EQUITY SECURITIES

					Total				Maximum
					Shares				Number of
					Purchased		Additional		Shares that
	Total				as Part of		Shares		May Yet Be
	Number		Avg.		Publicly		Authorized		Purchased
	of Shares		Price Paid		Announced		for		Under the
Period	Purchased		per Share		Program(1)		Purchase (1)		Program (1)
January 1 - 31, 2005		23,000	$	58.45		2,688,000		27,426		1,659,699
February 1 - 28, 2005		199,700	$	58.20		2,887,700		148,366		1,608,365
March 1 - 31, 2005		23,600	$	57.81		2,911,300		3,560		1,588,325

(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.

23.

Item 6. EXHIBITS

Exhibit
Number	Description	Reference
3.1	Restated Certificate of Incorporation, filed November 6, 1996		(2	)
3.2	Bylaws, as amended on July 29, 2002		(5	)
4.1	Shareholder Rights Agreement dated January 21, 1999, between the Registrant and BankBoston N.A.		(3	)
10.1	Agreement, effective as of January 1, 1975, between The Dow Chemical Company and International Plasma Corporation		(1	)
10.2	Agreement, dated March 6, 1975, between International Plasma Corporation and the former Dionex Corporation		(1	)
10.3	Memorandum agreement, dated March 14, 1975, between The Dow Chemical Company and International Plasma 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)		(4	)
10.9	First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Registrant		(6	)
10.10	Registrant’s Employee Stock Participation Plan (Exhibit 10.13)		(7	)
10.10	Registrant’s Stock Option Plan (Exhibit 99.1)		(8	)
10.11	Registrant’s Form of Stock Option Agreement for non-employee directors (Exhibit 99.2)		(8	)

24.

Exhibit
Number	Description	Reference
10.12	Registrant’s Form of Stock Option Agreement for other than non-employee directors (Exhibit 99.3)		(8	)
10.14	Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Registrant (Exhibit 10.1)		(9	)
10.15	Registrant’s Change in Control Severance Benefit Plan.		*
21.1	Subsidiaries of Registrant		(7	)
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		*

*	Filed herewith
(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 corresponding exhibit in the Registrant’s Annual Report on Form 10-Q filed February 13, 1997.
(3)	Incorporated by reference to the corresponding exhibit in the Registrant’s Quarterly Report on Form 10-Q filed February 16, 1999.
(4)	Incorporated by reference to the indicated exhibit in the Registrant’s Quarterly Report on Form 10-Q filed February 14, 2001.
(5)	Incorporated by reference to the indicated exhibit in the Registrant’s Annual Report on Form 10-K filed August 28, 2002.
(6)	Incorporated by reference to the indicated exhibit in the Registrant’s Annual Report on Form 10-K filed September 24, 2003.
(7)	Incorporated by reference to the indicated exhibit in the Registrant’s Annual Report on Form 10-K filed September 10, 2004.
(8)	Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed December 8, 2004.
(9)	Incorporated by reference to the indicated exhibit in the Registrant’s current Report on Form 8-K filed December 22, 2004.

25.

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: May 9, 2005	By:	/s/ Lukas Braunschweiler
		Lukas Braunschweiler
		President, Chief Executive Officer And Director
	By:	/s/ Craig A. McCollam
		Craig A. McCollam
		Vice President, and Chief Financial Officer

26.

Exhibit Index

10.15 Registrant’s Change in Control Severance Benefit Plan.

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.

27.

EX-10.15

EXHIBIT 10.15

DIONEX CORPORATION

CHANGE IN CONTROL SEVERANCE BENEFIT PLAN

Section 1.       Introduction.

               The Dionex Corporation Change in Control Severance Benefit Plan (the “Plan”) was established effective October 5, 2001. The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of Dionex Corporation (the “Company”) whose employment with the Company is terminated following a Change in Control. This Plan shall supersede any severance benefit plan, policy or practice previously maintained by the Company. This Plan document also is the Summary Plan Description for the Plan.

Section 2.       Definitions.

               For purposes of the Plan, the following terms are defined as follows:

               (a)       “Base Salary” means the Eligible Employee’s annual base salary as in effect during the last regularly scheduled payroll period immediately preceding the Change in Control or as increased thereafter.

               (b)       “Board” means the Board of Directors of the Company.

               (c)       “Change in Control” is defined as one or more of the following events:

                           (i) there is consummated a sale or other disposition of all or substantially all of the assets of the Company (other than a sale to an entity where at least fifty percent (50%) of the combined voting power of the voting securities of such entity are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale);

                           (ii) any person, entity or group (other than the Company, a subsidiary or affiliate of the Company, or a Company employee benefit plan, including any trustee of such plan acting as trustee) becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction;

                           (iii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such transaction, the stockholders immediately prior to the consummation of such transaction do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such transaction; or

                           (iv) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such transaction, the stockholders immediately prior to the consummation of such transaction do not own, directly or indirectly, outstanding voting securities representing at least seventy percent (70%) of the combined outstanding voting power of the surviving entity in such transaction or at least seventy percent (70%) of the combined outstanding voting power of the parent of the surviving entity in such transaction, and the chief executive officer of the Company is not the chief executive officer of the surviving entity immediately after such transaction.

               (d)       “Company” means Dionex Corporation or, following a Change in Control, the surviving entity resulting from such transaction.

               (e)       “Constructive Termination” means a voluntary termination of employment by an Eligible Employee after one of the following is undertaken without the Eligible Employee’s express written consent:

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                           (i) the assignment to the Eligible Employee of duties or responsibilities that results in a material diminution in the Eligible Employee’s authority, duties or responsibilities as in effect immediately prior to the Change in Control; provided, however, that a change in the Eligible Employee’s title or reporting relationships by itself shall not provide the basis for a Constructive Termination;

                           (ii) a reduction in the Eligible Employee’s base salary, as in effect immediately prior to the Change in Control (or as increased thereafter), unless such reduction is made pursuant to an across-the-board reduction of the base salaries of all similarly situated employees of the Company of no more than ten percent (10%);

                           (iii) a change in the Eligible Employee’s business location of more than 35 miles from the business location immediately prior to the Change in Control;

                           (iv) a material breach by the Company of any provisions of the Plan or any enforceable written agreement between the Company and the Eligible Employee; or

                           (v) any failure by the Company to obtain assumption of the Plan by any successor or assign of the Company.

               (f)       “Continuation Period” means the period for which an Eligible Employee is entitled to receive the benefits described in Section 4(c). The Continuation Period is twelve (12) months.

               (g)       “Covered Termination” means an Involuntary Termination Without Cause or a Constructive Termination, either of which occurs within thirteen (13) months following the effective date of a Change in Control.

               (h)       “Eligible Employee” means an executive employee of the Company who has been designated by the Board as an eligible employee, has not entered into an individual severance benefit or change in control agreement with the Company, and whose employment with the Company terminates due to a Covered Termination.

               (i)       “Involuntary Termination Without Cause” means an involuntary termination of employment by the Company other than for one of the following reasons:

                           (i) a refusal or failure to follow the lawful and reasonable directions of the Board of Directors or individual to whom the Eligible Employee reports, which refusal or failure is not cured within 30 days following delivery of written notice of such conduct to the Eligible Employee;

                           (ii) a material failure by the Eligible Employee to perform his or her duties in a manner reasonably satisfactory to the Board of Directors that is not cured within 30 days following delivery of written notice of such failure to the Eligible Employee; or

                           (iii) a conviction of a felony involving moral turpitude that is likely to inflict or has inflicted material injury on the business of the Company.

Section 3.       Eligibility For Benefits.

               (a)       General Rules. Subject to the requirement set forth in this Section, the Company will provide the severance benefits described in Section 4 of the Plan to Eligible Employees. In order to be eligible to receive benefits under the Plan, an Eligible Employee must execute a general waiver and release in substantially the form attached hereto as Exhibit A, Exhibit B or Exhibit C, as appropriate, and such release must become effective in accordance with its terms. The Company, in its sole discretion, may modify the form of the required release to comply with applicable state law. Subject to the foregoing, the Company, in its sole discretion, shall determine the form of the required release.

               (b)       Exceptions to Benefit Entitlement. An employee who otherwise is an Eligible Employee will not receive benefits under the Plan in any of the following circumstances, as determined by the Company in its sole discretion:

2

                           (i)       The employee has executed an individually negotiated employment contract or agreement with the Company relating to severance benefits or change in control benefits that is in effect on his or her termination date.

                           (ii)       The employee’s employment with the Company is involuntarily terminated by the Company other than in an Involuntary Termination without Cause.

                           (iii)       The employee voluntarily terminates employment with the Company and such termination does not constitute a Constructive Termination. Voluntary terminations include, but are not limited to, resignation, retirement or failure to return from a leave of absence on the scheduled date.

                           (iv)       The employee voluntarily terminates employment with the Company in order to accept employment with another entity that is wholly or partly owned (directly or indirectly) by the Company or an affiliate of the Company.

                           (v)       The employee is offered immediate reemployment by a successor to the Company or by a purchaser of its assets, as the case may be, following a change in ownership of the Company or a sale of all or substantially all the assets of a division or business unit of the Company. For purposes of the foregoing, “immediate reemployment” means that the employee’s employment with the successor to the Company or the purchaser of its assets, as the case may be, results in uninterrupted employment such that the employee does not suffer a lapse in pay as a result of the change in ownership of the Company or the sale of its assets.

Section 4.       Amount Of Benefit.

               (a)       Base Salary. Each Eligible Employee shall receive twelve (12) months of Base Salary. Such amount shall be paid pursuant to the Company’s regularly scheduled payroll periods and shall be subject to all required tax withholding.

               (b)       Bonus Payment. Each Eligible Employee shall receive a bonus payment equal to the average of the Eligible Employee’s annual bonuses paid by the Company with respect to the last three (3) complete fiscal years of the Company for which the Eligible Employee was eligible to receive a bonus (or such fewer fiscal years of the Company for which such Eligible Employee was eligible to receive an annual bonus); provided, however, that if an Eligible Employee’s Covered Termination occurs during the first fiscal year for which he or she was eligible to receive an annual bonus, such Eligible Employee shall receive a bonus payment based on the Eligible Employee’s performance through the Covered Termination. Such amount shall be paid in a lump sum and shall be subject to all required tax withholding.

               (c)       Continued Insurance Benefits. Provided that the Eligible Employee elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the portion of premiums of each Eligible Employee’s group medical, dental and vision coverage, including coverage for the Eligible Employee’s eligible dependents, that the Company paid prior to the Covered Termination, for the Continuation Period; provided, however, that no such premium payments shall be made following the effective date of the Eligible Employee’s coverage by a medical, dental or vision insurance plan of a subsequent employer. Each Eligible Employee shall be required to notify the Company immediately if the Eligible Employee becomes covered by a medical, dental or vision insurance plan of a subsequent employer. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment of any applicable insurance premiums during the Continuation Period will be credited as payment by the Eligible Employee for purposes of the Eligible Employee’s payment required under COBRA. Therefore, the period during which an Eligible Employee may elect whether or not to continue the Company’s group medical, dental or vision coverage under COBRA, the length of time during which COBRA continuation coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA will be applied in the same manner that such rules would apply in the absence of this Plan. At the conclusion of the Continuation Period, the Eligible Employee will be responsible for the entire payment of premiums required under COBRA for the duration of the COBRA continuation period. For purposes of this Section 4(c), applicable premiums that will be paid by the Company during the Continuation Period shall not include any amounts payable by the Eligible Employee under a Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Employee.

               (d)       Acceleration of Vesting. Effective as of the date of the Covered Termination, each Eligible Employee shall be credited with full acceleration of vesting for all options outstanding that the Eligible Employee holds on such date that have not yet vested.

3

               (e)       Outplacement Services. On behalf of the Eligible Employee, the Company shall pay for an executive assistance program for a period not to exceed three (3) months and at a cost not to exceed $7,500, provided that the Eligible Employee enrolls in the program within six (6) months following the Covered Termination.

Section 5.       Limitations on Benefits.

               (a)       Release. To receive benefits under this Plan, an Eligible Employee must execute a release of claims in favor of the Company, in the form attached to this Plan as Exhibit A, Exhibit B or Exhibit C, as appropriate, and such release must become effective in accordance with its terms.

               (b)       Certain Reductions and Offsets. Notwithstanding any other provision of the Plan to the contrary, any benefits payable to an Eligible Employee under this Plan shall be reduced by any severance benefits payable by the Company to such individual under any other policy, plan, program or arrangement, including, without limitation, a contract between the Eligible Employee and any entity, covering such individual. Furthermore, to the extent that any federal, state or local laws, including, without limitation, so-called “plant closing” laws or statutory severance requirements, require the Company to give advance notice or make a payment of any kind to an Eligible Employee because of that Eligible Employee’s involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, change of control, or any other similar event or reason, the benefits payable under this Plan shall either be reduced or eliminated. The benefits provided under this Plan are intended to satisfy any and all statutory obligations that may arise out of an Eligible Employee’s involuntary termination of employment for the foregoing reasons, and the Plan Administrator shall so construe and implement the terms of the Plan.

               (c)       Mitigation. Except as otherwise specifically provided herein, an Eligible Employee shall not be required to mitigate damages or the amount of any payment provided under this Plan by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Plan be reduced by any compensation earned by an Eligible Employee as a result of employment by another employer or any retirement benefits received by such Eligible Employee after the date of the Covered Termination.

               (d)       Termination of Benefits. Benefits under this Plan shall terminate immediately if the Eligible Employee, at any time, violates any proprietary information or confidentiality obligation to the Company.

               (e)       Non-Duplication of Benefits. No Eligible Employee is eligible to receive benefits under this Plan more than one time.

               (f)       Indebtedness of Eligible Employees. If a terminating employee is indebted to the Company or an affiliate of the Company at his or her termination date, the Company reserves the right to offset any severance payments under the Plan by the amount of such indebtedness.

               (g)       Parachute Payments. If any payment or benefit the Eligible Employee would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Eligible Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Eligible Employee’s stock awards unless the Eligible Employee elects in writing a different order for cancellation.

4

     The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

     The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Eligible Employee within fifteen (15) calendar days after the date on which the Eligible Employee’s right to a Payment is triggered (if requested at that time by the Company or the Eligible Employee) or such other time as requested by the Company or the Eligible Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Eligible Employee with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Eligible Employee.

Section 6.       Right To Interpret Plan; Amendment and Termination.

               (a)       Exclusive Discretion. The Plan Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons.

               (b)       Amendment or Termination. The Company reserves the right to amend or terminate this Plan or the benefits provided hereunder at any time; provided, however, that no such amendment or termination shall occur following a Change in Control if such amendment or termination would affect the rights of any persons who were employed by the Company prior to the Change in Control. Any action amending or terminating the Plan shall be in writing and executed by the chairman of the Compensation Committee of the Board of Directors of the Company.

Section 7.       Termination of Certain Employee Benefits.

               All non-health benefits (such as life insurance, disability and 401(k) plan coverage) terminate as of the employee’s termination date (except to the extent that a conversion privilege may be available thereunder).

Section 8.       No Implied Employment Contract.

               The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company or (ii) to interfere with the right of the Company to discharge any employee or other person at any time, with or without cause, which right is hereby reserved.

Section 9.       Legal Construction.

               This Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and, to the extent not preempted by ERISA, the laws of the State of California.

Section 10.       Claims, Inquiries And Appeals.

               (a)       Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing. The Plan Administrator is:

5

Dionex Corporation
Attn: Director of Human Resources
1228 Titan Way
Sunnyvale, CA 94086

               (b)       Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must notify the applicant, in writing, of the denial of the application, and of the applicant’s right to review the denial. The written notice of denial will be set forth in a manner designed to be understood by the employee and will include specific reasons for the denial, specific references to the Plan provision upon which the denial is based, a description of any information or material that the Plan Administrator needs to complete the review and an explanation of the Plan’s review procedure.

               This written notice will be given to the employee within ninety (90) days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional ninety (90) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90) day period.

               This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application. If written notice of denial of the application for benefits is not furnished within the specified time, the application shall be deemed to be denied. The applicant will then be permitted to appeal the denial in accordance with the Review Procedure described below.

               (c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied (or deemed denied), in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within sixty (60) days after the application is denied (or deemed denied). The Plan Administrator will give the applicant (or his or her representative) an opportunity to review pertinent documents in preparing a request for a review. A request for a review shall be in writing and shall be addressed to:

Dionex Corporation
Attn: Director of Human Resources
1228 Titan Way
Sunnyvale, CA 94086

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The Plan Administrator may require the applicant to submit additional facts, documents or other material as it may find necessary or appropriate in making its review.

               (d)       Decision on Review. The Plan Administrator will act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial sixty (60) day period. The Plan Administrator will give prompt, written notice of its decision to the applicant. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will outline, in a manner calculated to be understood by the applicant, the specific Plan provisions upon which the decision is based. If written notice of the Plan Administrator’s decision is not given to the applicant within the time prescribed in this Subsection (d), the application will be deemed denied on review.

               (e)       Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial (or deemed denial) of benefits to do so at the applicant’s own expense.

               (f)       Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 10(a) above, (ii) has been notified by the Plan Administrator that the application is denied (or the application is deemed denied due to the Plan Administrator’s failure to act on it within the established time period), (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 10(c) above and (iv) has been notified in writing that the Plan Administrator has denied the

6

appeal (or the appeal is deemed to be denied due to the Plan Administrator’s failure to take any action on the claim within the time prescribed by Section 10(d) above).

Section 11.       Basis Of Payments To And From Plan.

               All benefits under the Plan shall be paid by the Company. The Plan shall be unfunded, and benefits hereunder shall be paid only from the general assets of the Company.

Section 12.       Other Plan Information.

               (a)       Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan Sponsor” as that term is used in ERISA) by the Internal Revenue Service is 94-2647429. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 510.

               (b)       Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is June 30.

               (c)       Agent for the Service of Legal Process. The agent for the service of legal process with respect to the Plan is Dionex Corporation, Attn: Director of Human Resources, 1228 Titan Way, Sunnyvale, CA 94086.

               (d)       Plan Sponsor and Administrator. The “Plan Sponsor” and the “Plan Administrator” of the Plan is Dionex Corporation, Attn: Director of Human Resources, 1228 Titan Way, Sunnyvale, CA 94086. The Plan Sponsor’s and Plan Administrator’s telephone number is (408) 737-0700. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.

Section 20.       Statement Of ERISA Rights.

     Participants in this Plan (which is a welfare benefit plan sponsored by Dionex Corporation) are entitled to certain rights and protections under ERISA. An Eligible Employee is considered a participant in the Plan and, under ERISA, is entitled to:

               (a)       Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as work sites, all Plan documents and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports;

               (b)       Obtain copies of all Plan documents and Plan information upon written request to the Plan Administrator. The Administrator may make a reasonable charge for the copies; and

               (c) Receive a summary of the Plan’s annual financial report, in the case of a plan that is required to file an annual financial report with the Department of Labor. (Generally, all pension plans and welfare plans with one hundred (100) or more participants must file these annual reports.)

     In addition to creating rights for Plan participants, ERISA imposes duties upon the people responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of the Eligible Employees and other Plan participants and beneficiaries.

     No one, including the employer of the participants or any other person, may fire a participant or otherwise discriminate against participants in any way to prevent a participant from obtaining a Plan benefit or exercising his or her rights under ERISA. If a participant’s claim for a Plan benefit is denied in whole or in part, he or she must receive a written explanation of the reason for the denial. A participant has the right to have the Plan Administrator review and reconsider his or her claim.

     Under ERISA, there are steps a participant can take to enforce the above rights. For instance, if a participant requests materials from the Plan Administrator and does not receive them within thirty (30) days, he or she may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay the participant up to $110 a day until he or she receives the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If a

7

participant has a claim for benefits that is denied or ignored, in whole or in part, he or she may file suit in a state or federal court. If it should happen that the Plan fiduciaries misuse the Plan’s money, or if a participant is discriminated against for asserting his or her rights, the participant may seek assistance from the U.S. Department of Labor, or he or she may file suit in a federal court. The court will decide who should pay court costs and legal fees. If the participant is successful, the court may order the person the participant has sued to pay these costs and fees. If the participant loses, the court may order the participant to pay these costs and fees, for example, if it finds his or her claim is frivolous.

     If a participant has any questions about the Plan, the participant should contact the Plan Administrator. If a participant has any questions about this statement or about his or her rights under ERISA, the participant should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.

Section 14.       Execution.

               To record the adoption of the Plan as set forth herein, effective as of October 5, 2001, Dionex Corporation has caused its duly authorized officer to execute the same this ___day of October, 2001.

Dionex Corporation

By:

Title:

8

Exhibit A

RELEASE
(Individual Termination, age 40 and older)

I understand and agree completely to the terms set forth in the Dionex Corporation Change in Control Severance Benefit Plan (the “Plan”). I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. Certain capitalized terms used in this Release are defined in the Plan.

I hereby confirm my obligations under the Company’s proprietary information and inventions agreement.

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company.

Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to agreement or applicable law.

     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8^th) day after I execute this Release.

employee

Name:

Date:

9

Exhibit B

RELEASE
(Individual and Group Termination, under age 40)

I understand and agree completely to the terms set forth in the Dionex Corporation Change in Control Severance Benefit Plan (the “Plan”). I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. Certain capitalized terms used in this Release are defined in the Plan.

I hereby confirm my obligations under the Company’s proprietary information and inventions agreement.

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company.

Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to agreement or applicable law.

employee

Name:

Date:

10

Exhibit C

RELEASE
(Group Termination, age 40 and older)

I understand and agree completely to the terms set forth in the Dionex Corporation Change in Control Severance Benefit Plan (the “Plan”). I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. Certain capitalized terms used in this Release are defined in the Plan.

I hereby confirm my obligations under the Company’s proprietary information and inventions agreement.

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company.

Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to agreement or applicable law.

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have forty-five (45) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day (8th) after I execute this Release; and (F) I have received with this Release a detailed list of the job titles and ages of all employees who were terminated in this group termination and the ages of all employees of the Company in the same job classification or organizational unit who were not terminated.

employee

Name:

Date:

11

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Lukas Braunschweiler, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Dionex Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2005

/s/ Lukas Braunschweiler
Lukas Braunschweiler
President, Chief Executive Officer and Director

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Craig A. McCollam, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Dionex Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2005

/s/ Craig A. McCollam
Craig A. McCollam
Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Lukas Braunschweiler, Chief Executive Officer of Dionex Corporation (the “Company”), hereby certifies that, to the best of his knowledge:

1.	The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005, and to which this Certification is attached (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Lukas Braunschweiler
Name: Lukas Braunschweiler
Title: President, Chief Executive Officer and Director
Date: May 9, 2005

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Craig A. McCollam, the Chief Financial Officer of Dionex Corporation (the “Company”), hereby certifies that, to the best of his knowledge:

1.	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and
2.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Craig A. McCollam
Name: Craig A. McCollam
Title: Vice President and Chief Financial Officer
Date: May 9, 2005