10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

þ	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended June 30, 2007
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 (State or other jurisdiction of Incorporation or organization)	94-2647429 (I.R.S. Employer Identification No.)
1228 Titan Way, Sunnyvale, California (Address of principal executive offices)	94085 (Zip Code)

Registrant’s telephone number, including area code

(408) 737-0700

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $.001 per share	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES þ     NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES o     NO þ

Indicate by check market whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES þ     NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ     Accelerated Filer o     Non-Accelerated filer o

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

The aggregate market value of the registrant’s Common Stock held by non-affiliates on December 31, 2006 (based upon the closing price of such stock as of such date) was $1,157,528,055.

As of August 27, 2007, 18,693,043 shares of the registrant’s Common Stock were outstanding.

Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on October 30, 2007 are incorporated by reference in Part III of this Annual Report.

TABLE OF CONTENTS

PART I
	Item 1.	Business	3
	Item 1A.	Risk Factors	12
	Item 1B.	Unresolved Staff Comments	15
	Item 2.	Properties	15
	Item 3.	Legal Proceedings	16
	Item 4.	Submission of Matters to a Vote of Security Holders	16
PART II
	Item 5.	Market for our Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
	Item 6.	Selected Consolidated Financial Data	19
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27
	Item 8.	Financial Statements and Supplementary Data	29
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
	Item 9A.	Controls and Procedures	51
	Item 9B.	Other Information	51
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	53
	Item 11.	Executive Compensation	53
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	53
	Item 14.	Principal Accountant Fees and Services	53
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	53
Signatures			54
Exhibit Index			58
EXHIBIT 3.2
EXHIBIT 10.4
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements set forth or incorporated by reference in this Form 10-K, as well as in the Dionex Annual Report to Stockholders for the year ended June 30, 2007, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities and 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 conditions, to be materially different from any future results, performance or achievements, or industry results, expressed or implied by such forward-looking statements. Such risks and uncertainties include: general economic conditions, foreign currency fluctuations, fluctuation in worldwide demand for analytical instrumentation, fluctuations in quarterly operating results, competition from other products, existing product obsolescence, new product development, including market receptiveness, the ability to manufacture products on an efficient and timely basis and at a reasonable cost and in sufficient volume, the ability to attract and retain talented employees and other risks as set forth under “Item 1A. “Risk Factors” and elsewhere in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements that reflect management’s analysis only as of the date hereof. Dionex undertakes no obligation to update these forward-looking statements.

PART I

Item 1.   BUSINESS

OVERVIEW

Dionex Corporation designs, manufactures, markets and services analytical instrumentation and related accessories and chemicals. Our products are used to analyze chemical substances in the environment and in a broad range of industrial and scientific applications.

We have evaluated those business activities that are regularly reviewed by our senior management and have determined that we have two operating segments that are aggregated into one reportable segment.

Unless the context otherwise requires, the terms “Dionex,” “we,” “our” and “us” and words of similar import as used in this report include Dionex Corporation and its consolidated subsidiaries. Dionex Corporation was incorporated as a California corporation in 1980 and reincorporated in Delaware in 1986.

PRODUCTS AND SERVICES

We design, manufacture, market and service a range of liquid chromatography systems, sample preparation devices and related products that are used by chemists to separate and quantify the individual components of complex chemical mixtures in many major industrial, research and laboratory markets.

Our liquid chromatography systems are currently focused in two product areas: ion chromatography (IC) and high performance liquid chromatography (HPLC). We offer a mass spectrometer coupled with either an IC or HPLC system. For sample preparation, we provide automated solvent extraction systems. In addition, we develop and manufacture consumables, detectors, automation and analysis systems for use in or with liquid chromatographs. Each of these product areas is described below.

Ion Chromatography

Ion chromatography is a form of chromatography that separates ionic (charged) molecules, usually found in water-based solutions, and typically detects them based on their electrical conductivity. The sale of our IC systems and related columns, suppressors, detectors, automation and other products accounted for over 60% of our net sales in fiscal 2007, 2006 and 2005, respectively.

Our IC products are used in a wide range of analytical applications, including environmental monitoring, quality control of pharmaceuticals, corrosion monitoring, and evaluation of raw materials, quality control of industrial processes and products, research and development, and regulation of the chemical composition of food,

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beverage and cosmetic products. Major customers include environmental testing laboratories, life science and food companies, chemical and petrochemical firms, power generation facilities, electronics manufacturers, government agencies and academic institutions.

In fiscal 2003, we introduced the industry’s first Reagent Free IC (RFIC) systems by combining eluent generation and advanced eluent suppression technologies, eliminating the need for manual preparation of eluents and reagents. Eluents are solvents used to separate materials in the chromatography process. Reagents are substances used in a chemical reaction to detect, measure, examine or produce other substances. RFIC systems simplify ion chromatography while increasing its sensitivity and reproducibility. RFIC systems also eliminate the errors associated with manual reagent preparation. In fiscal 2005, we further expanded our RFIC capabilities by offering dual RFIC capabilities. In fiscal 2006, we expanded this powerful technology further by introducing RFIC for carbonate/bi-carbonate eluents. In fiscal 2007, we further expanded this innovative technology by introducing RFIC-Eluent Regeneration. Using this technology, our customers are able to regenerate their eluent, thus saving time and money on eluent preparation while providing greater consistency of results.

We offer a broad range of systems for IC:

Our ICS-3000 RFIC System, introduced in fiscal 2005, is a modular system that provides a wide range of capabilities to our customers and expanding our RFIC systems to a broader range of eluents (liquids to carry a sample through a liquid chromatography system). This premier product in our IC family is expandable from a single to a dual system in one footprint. The ICS-3000 features the latest advancements in an RFIC system including dual eluent generation capabilities, continuously regenerated trap column capabilities, and the SRS Self-Regenerating Suppressor technology. The ICS-3000 comes as single or dual configurations with flow rates ranging from microbore to semi preparative. Flexible analytical capability is offered by interfacing with several detectors including conductivity, electrochemical, UV-Vis, photodiode array, and mass spectrometry. For sample introduction, the system is available with the full-featured autosampler (AS) capable of sample preparation functions, pre-concentration and matrix elimination for removal of interfering analytes and enhancing detection abilities. One autosampler (AS) can be shared between two systems, keeping costs to a minimum. The ICS-3000 RFIC system has the capabilities to allow customers to run parallel or 2D chromatography analyses. Chromeleon chromatography data management software, available with the ICS-3000, provides powerful data processing, control features, audit trail, intuitive database management, and full client-server capabilities using an easy to navigate graphical user interface. Together, the hardware and software offer “system wellness”, a feature that automatically schedules calibration, validation, and routine maintenance on each module. Built-in diagnostics can be prompted from the software to help troubleshoot and track useful parameters such as absorbance detector lamp life and column usage. For customers that do not require the full capabilities of our Chromeleon software, we offer Chromeleon Xpress for stand-alone control of the ICS-3000.

Our ICS-2000 RFIC System, introduced in fiscal 2003, is the industry’s first totally integrated and preconfigured RFIC system designed to perform with all types of electrolytically generated eluents for isocratic and gradient IC separations using suppressed conductivity detection. The system is controlled from an LCD touch pad front panel or using Chromeleon software. RFIC systems benefits include ease-of use, consistency and superior performance as compared to systems with manually prepared eluents.

Our ICS-1500 System, introduced in fiscal 2003, is a fully integrated and preconfigured system designed to perform IC separations using conductivity detection. The system is available with a dual-piston pump, thermally controlled conductivity cell, column heater, and optional in-line vacuum degassing. The system is controlled from an LCD touch pad front panel or using Chromeleon software.

Our ICS-1000, introduced in fiscal 2003, is an integrated and preconfigured system that performs IC separations using conductivity detection. The system features a dual-piston pump, LED status front panel and is controlled by our Chromeleon software (see “Automation Products — Chromeleon Software” for a description of this software’s capabilities). Options include column heating and in-line vacuum degassing. The ICS-1000 provides built-in control for electrolytic suppression technology to provide high performance and ease of use.

Our ICS-90 integrated IC system, introduced in fiscal 2002, is designed for routine ion analysis and provides rapid start up times, easy operation and stable performance.

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High Performance Liquid Chromatography

HPLC is a form of chromatography that separates a wide range of molecules, such as proteins, carbohydrates, amino acids, and pharmaceuticals, and quantifies the components by measuring the amount of light that the molecules absorb or emit when exposed to a light source. Our HPLC customers include life science companies active in biological research, biotechnology, pharmaceutical drug discovery and development, and other industrial companies. The sales of our HPLC products and related columns, suppressors, detectors, automation and other products accounted for approximately 30% of our net sales in each of fiscal 2007, 2006 and 2005.

Analytical HPLC — We offer the following products for traditional and analytical HPLC:

Our UltiMate 3000 HPLC system for analytical, micro and semipreparative flowrates, introduced in fiscal 2006, consists of single or dual-high precision pumps providing accurate, highly reproducible isocratic or gradient separations from 2.5ml/min to 100ml/min depending on the configuration. The UltiMate 3000 systems allow advanced chromatography techniques such as tandem, two-dimensional, one-line SPE and parallel applications. Chromeleon chromatography data management software, available with the UltiMate 3000, provides full system control, multi-instrument control and other powerful features.

Our ICS-3000 RFIC System — The ICS-3000 features an inert, metal-free, polyetheretherketone (PEEK) flow path to preserve chemically unstable biomolecules. The ICS-3000 provides high performance dual piston pumps and detectors, including a choice of electrochemical, absorbance and photodiode array detectors. These options allow for a wide range of applications including quantification of carbohydrates, amino acids, proteins and peptides, nucleic acids and small biomolecules. The ICS-3000 system is available with the Chromeleon software.

Capillary-/nano-LC — Capillary-/nano-LC is a form of HPLC that uses low flow rates for analyzing sample volumes much smaller than those analyzed using traditional analytical HPLC. We offer the following products for capillary-/nano-HPLC:

Our UltiMate 3000 Capillary-/Nano-LC System, introduced in fiscal 2005, is a dedicated microseparation system consisting of single or dual high-precision pumps coupled with patented flow control capabilities utilizing a proprietary method of flow splitting to provide accurate, reproducible isocratic and gradient separations from 50nl/min to 2.5ml/min, depending on the configuration. The UltiMate also has a specially developed UV detector. This detector, coupled with our proprietary capillary flow cells, allows the most sensitive UV detection in microcolumn separations. Accessories for the UltiMate system include the WPS-3000 Wellplate autosampler and the FLM-3100 Flow Control module for flow control in a thermostated column compartment that also allows column switching.

Our APS-2000 System Series, introduced in fiscal 2004, provides the purification of synthesized biological and natural compounds. The APS-2000 brings the power of Ultimate HPLC system and Chromeleon software to purification. The APS-2000 is designed to increase throughput in the purification of compounds.

We offer the Probot microfraction collector for the micro-analysis market. The Probot allows collection or dispensation of micro-fractions and is also used for precision spotting of MALDI-TOF mass spectrometer target plates.

Sample Preparation

We offer a number of solutions for sample preparation:

Our ASE 300 and ASE 100 are automated sample extraction (ASE) instruments for large samples up to 100 mL and our ASE 200 is for samples less than 34 mL. The ASE 200 and ASE 300 can automatically extract 24 samples and 12 samples, respectively, while the ASE 100 is a single-sample automated extractor. Each ASE system extracts components of interest from solid and semi-solid samples using common solvents (the same used in traditional soxhlet techniques) at elevated temperatures and pressures. Competitive techniques include soxhlet, sonication, microwave extraction and supercritical fluid extraction. The ASE 200 and 300 systems offer several advantages over other solvent based extraction techniques including lower solvent consumption,

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reduced extraction time, higher throughput automation and ease of use. We offer the Solvent Controller Module, which automates the delivery of multiple solvents to the ASE systems, and AutoASE, an add-on software feature which allows control of up to eight ASE systems from one location, as well as provides methods of data storage and documentation.

In fiscal 2005, we added the SE 400 and SE 500 Solvent Evaporation Systems to our sample preparation offerings. The systems are designed to rapidly evaporate organic solvents or water from ASE collection vials or bottles. ASE systems and related accessories are used worldwide for a number of environmental, pharmaceutical, industrial and food and beverage applications.

Detectors

Detectors are used to measure the quantity of various sample components after they have been separated in a chromatography column. We currently offer several detector products based on conductivity, electrochemistry, absorbance (including the PDA-3000 photodiode array detector), fluorescence and refractive index absorbance. This range of detectors is designed to meet customer requirements for analysis of organics, inorganics, metals, amino acids, biological compounds and pharmaceuticals.

Mass Spectrometry

Mass spectrometry (MS) is used to identify the molecular weight of compounds within a sample substance and renders structural molecular information. Through an agreement with Thermo Fisher Scientific, we offer the MSQ Plus mass spectrometer (MSQ Plus) together with the Ultimate 3000 Analytical HPLC and ICS-3000 systems. LC/MS and IC/MS systems using the MSQ Plus are used worldwide, particularly in the pharmaceutical market, but also for environmental testing, drug, food and beverage quality control and many other applications. The MSQ Plus mass spectrometer is a compact, benchtop, single quadrupole mass detector. The standard system is supplied with both Electrospray (ESI) and Atmospheric Pressure Chemical Ionization (APCI) for maximum analytical flexibility. The agreement with Thermo Fisher Scientific enables us to reach chemists desiring MS capabilities who previously were not among our potential customers.

In addition, in fiscal 2006, we introduced the Dionex Chromatography Mass Spectrometry Link (DCMSLink) software. This software package provides an interface for controlling a wide range of our chromatography instruments from third-party mass spectrometry software (MS software) such as Analyst from Applied Biosystems/MDS Sciex, Xcalibur from Thermo Fisher Scientific, and HyStar from Bruker Daltonics. When using DCMSLink, all instruments are controlled and all data is stored, reviewed, quantitated and reported by the MS software. DCMSLink enables us to expand to additional potential markets for our chromatography systems to customers who desire the quality and features of our chromatography with higher-end mass spectrometers.

Process Instrumentation

We offer the DX-800 Process Analyzer for continuous on-line monitoring necessary in a variety of industrial applications. Major applications for the DX-800 are in the power generation industry for the continuous monitoring of corrosive contaminants in boiler water, the semiconductor industry for continuous monitoring of contaminants in high purity water, and the pharmaceutical and chemical industries for continuous monitoring of biological and chemical synthesis processes. The DX-800 uses our Chromeleon chromatography software for automation, data acquisition, reporting and security. The software allows the user to view analyzer status, handle alarms, and interface with the computing and control systems in place at the enterprise where the DX-800 is installed.

Automation Products

As part of our efforts to make chemical analyses simpler, faster and more reliable, we offer a family of products that automate sample handling, system operation and data analysis for chromatography systems. These products include Chromeleon software and several automated sample injection modules available for IC and HPLC applications.

Chromeleon Software — In fiscal 2006, we introduced Chromeleon 6.8, the latest version of our chromatography data management system. From a single user interface, Chromeleon provides full control of over 200 LC

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and GC instruments from more than 25 vendors of liquid and gas chromatography systems. It is an easy-to-use, adaptable data management system with scalable client/server architecture for customers requiring a single workstation to lab- or campus-wide deployment. Data is organized by instrument, user, project or product. All data is stored locally on a personal computer, centrally on a network server, or both. Chromeleon features a flexible graphical user interface and report generator which can be adapted to dedicated applications. Chromeleon also offers a complete suite of features for regulatory compliance: security, validation, audit trails and electronic signatures. Chromeleon provides all the features that laboratories need to comply with GLP, GMP and 21 CFR Part 11 without losing productivity.

In fiscal 2007, we expanded Chromeleon by adding validation templates to assist customers who require validation of their HPLC systems.

Autosamplers — We offer a number of autosamplers that address a variety of customer needs.

The AS40 Automated Sample Injection module (AS40) is a low-cost, metal-free, rugged automated sample loading device designed especially for ion chromatography applications. The AS40 can be used with our IC systems.

For more complex needs, we offer the AS Autosampler (AS). The AS is a high-performance, random vial access autosampler with automated sample injection which is used primarily with the high-end RFIC systems. We also provide the simultaneous injection AS Autosampler for concurrent injection of a sample onto two analytical systems or an ICS-3000 Dual RFIC System for running unique or similar applications.

In fiscal 2007, we introduced the AS-HV Autosampler (AS-HV). The AS-HV allows customers to inject volumes up to 250 ml and is designed for customers performing trace analysis.

For HPLC applications, we offer the WPS 3000 series of Autosamplers with optional thermal control for temperature-sensitive samples. The WPS provides speed, simplicity, reliability and precision with either pull-loop or in-line split-loop injection technology. The removable carousels and programmable needle depth allows the WPS to accommodate a variety of sample vials and sizes including wellplates.

For capillary and nano-LC flow rates, we offer the WPS-3000 WellPlate micro Autosampler. The WPS-3000 micro is a fully automated micro autosampler for sample injections from up to three 96 or 386 well plates or conventional 1.5 milliliter vials. The unique design allows for automated injection of volumes down to 20 nanoliters. WPS-3000 has a proprietary injection technique that guarantees high performance and virtually no sample dispersion.

Consumables

We offer a number of consumables for IC and HPLC customers. The primary consumables provided by us are columns, suppressors and RFIC eluent cartridges. These consumables are replaced at regular intervals depending on the volume of use and sample composition.

Columns — A chromatography column consists of a hollow cylinder packed with a unique separation material. The column’s function is to separate various chemical components in a sample. We develop and manufacture separation materials such as ion-exchange resins, silica-based bonded phases and monolithic phases using proprietary processes. We currently manufacture and market a broad range of column types designed and tested for specific applications in the HPLC and IC markets. We offer a wide range of polymer-based ion-exchange and reversed-phase columns supporting capillary, analytical and semipreparative scale applications.

Recent column introductions augment a continuing program of product launches geared to address developing market requirements. For IC, we introduced the IonPac AS17-C anion exchange column for the determination of key anions in high-purity drinking water matrices and the IonPac AS24 anion exchange column for separation of haloacetic acids in drinking water prior to mass spectrometry analysis.

In fiscal 2006, we introduced the IonPac CS 18, AS22 and IonPac AS23 anion exchange column.

For HPLC customers, we introduced in fiscal 2007 a number of new columns designed to address the expanding needs of our customers. We introduced the Acclaim Mixed-Mode HILIC-1 silica-based column, the

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Acclaim Mixed-Mode WAX-1 silica-based column and the Acclaim Fast LC silica-based family of columns. The Acclaim Fast LC column for Fast LC separations uses improved 3 micron particles coupled with our Ultimate 3000 system and provides 15 fold faster separations than conventional HPLC. The Acclaim Fast LC columns are designed for faster throughput while maintaining robustness and ease of use. The Acclaim Mixed-Mode HILIC-1 allows chromatographers to control the elution of both highly polar and nonpolar molecules to optimize resolution of polar compounds that are otherwise unretained by reversed-phase chromatography. The Acclaim Mixed-Mode WAX-1 allows the chromatographer to control the elution of acids, bases and neutral molecules with one column.

In fiscal 2006 and 2005, we introduced a number of silica-based columns to expand our Acclaim family of HPLC columns.

For the life sciences market, we introduced the ProSwift Ion-Exchange Monolith columns, the ProSwift SAX-1S and the ProSwift WCX-1S in 4.6 mm format, for increase resolution, speed and capacity for protein separations. In addition, we introduced the ProSwift WAX-1S and ProSwift WCX-1S in 1 mm format for separation of proteins and large peptides. The introductions further expand our polymeric monolith family of columns.

We also offer a variety of micro, capillary and nano-LC columns in varying formats packed with a variety of “stationary phase” materials.

Eluent Suppressors — We manufacture eluent suppressors that are used to enhance detection and sensitivity in ion chromatography. Our suppressors’ lower background conductivity and support a wide range of ion exchange columns separations including separations using high capacity columns and more concentrated eluents liquids used to carry a sample through a liquid chromatography system. We offer an array of suppressors that include the Self Regenerating Suppressor (SRS Ultra II), the Atlas Suppressor and the MicroMembrane Suppressor (MMS III).

The Self Regenerating Suppressor enhances IC performance during long-term operation, without user intervention. The SRS Ultra II provides superior performance for all IC applications, particularly traces level ion chromatography using hydroxide eluents, and is a key component of the ICS-3000 Reagent Free IC (RFIC) systems.

The Atlas Suppressor (AES) provides improved sensitivity, lower noise and faster start-up over our previous, industry leading AutoSuppression technology, raising performance goals even higher for IC electrolytic suppression. The AES suppressor offers optimal performance for most anion applications using carbonate eluents and cation applications using methanesulfonic acid eluents.

The MMS III MicroMembrane Suppressor, with an innovative displacement chemical regeneration mode of operation, can be used with our ion-exchange columns, providing ultra-low noise operation, and is recommended for anion and cation separations when using eluents containing organic solvents.

RFIC Eluent Cartridges — We manufacture eluent generation cartridges used with RFIC systems for the automatic production of high-purity eluents. We offer cartridges for generation of hydroxide Aethane Sulforic Acid and carbonate/bicarbonate eluents.

Service and Other — We also generate sales from our customer service organization through maintenance contracts, spare part sales, customer training and sales of other products and valued-added services. (See “Technical Support, Installation and Service” below.)

CUSTOMERS, MARKETING, AND SALES

Our products are used extensively in the environmental, life science and industrial markets using chromatography and extraction technologies. The environmental market is characterized by water analysis, safety and security applications and pollution testing, with chemists from private and governmental laboratories being our primary customers in this field. The life science markets we serve include the pharmaceutical segment, biosciences and medical sciences, with customers from industrial, academic and governmental accounts. The industrial markets we serve include the electronics and power industries with a demand for analyzing the higher-purity water quality in their production facilities. Furthermore, we serve a number of the largest industrial companies worldwide within the chemical industry market, which produce specialty chemicals, petrochemicals, consumer products and more, and the food and beverage market, which test for product quality assurance.

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One of our marketing strategies is to target all market segments mentioned above where our technology is already established. Here, we seek to increase demand for our chromatography solutions by approaching all existing and potential customers through direct marketing activities including direct sales calls, mailings, advertising, electronic marketing, seminars, and workshops. In addition, we build visibility and branding for our global presence through scientific conferences and exhibitions. Continuous growth in all these markets results from identifying new customers in existing sales regions, extending geographic penetration and increasing demand for our products and technical support capabilities.

The second component of our marketing strategy is to explore and develop new application fields in close collaboration with existing and potential customers, and to leverage this competence into other market areas. A prerequisite to establish this process is the availability of highly skilled technical developing and support staff working to also assist customers in solution definition and development. To meet and exceed customer expectations in our developing commercial markets, our effort is to optimize and diversify our technology interests in the chromatography market, including sample preparation, purification, analysis, testing, and data management.

Geographically, we currently market and distribute our products and services through our own sales force in Austria, Australia, Brazil, Canada, China, Denmark, France, Germany, India, Ireland, Italy, Japan, Korea, Netherlands, Switzerland, Taiwan, the United Kingdom and the United States. In each of these countries, we maintain one or more local sales offices in order to support and service our customers in the regions. In other international locations where we do not have a direct sales force, we have developed a network of distributors and sales agents. Sales to customers by geographic region were approximately 29% in North America, 44% in Europe and 27% in Asia/Pacific and other of net sales in fiscal 2007. In fiscal 2006, sales to customers by geographic region were approximately 31% in North America, 42% in Europe and 27% in Asia/Pacific and other.

We manufacture our products based upon our forecast of customer demand and maintain adequate inventories of completed modules or finished goods in advance of receipt of firm orders. System or instrument orders are generally placed by the customer on an as-needed basis, and instruments are usually shipped within four to six weeks after receipt of an order. We do not maintain a substantial backlog, and backlog as of any particular date may not be indicative of our actual sales in any succeeding period. The level of backlog at June 30, 2007 was $49.3 million and at June 30, 2006 was $46.9 million.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

For financial information by geographic area, refer to footnote 14 of the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

COMPETITION

Competition in our industry is based upon the performance capabilities of the analytical instruments, technical support and after-market services, the manufacturer’s reputation as a technological leader and selling prices. Management believes that performance capabilities are the most important of these criteria. Customers measure system performance based on sensitivity (the ability to discern minute quantities of a particular sample component), selectivity (the ability to distinguish between similar components), speed and throughput of analysis, and the range of chemical and biological samples the system can effectively analyze. Management believes that we enjoy a favorable reputation in terms of performance capabilities, technical support and service.

Companies competing with us in the analytical instruments market include Agilent Technologies, Inc., Waters Corporation, Shimadzu Corporation, Thermo Fisher Scientific Inc., Varian, Inc., Perkin-Elmer, Inc. and Metrohm Ltd.

We believe we have a substantial market share in the IC market, which is a segment of the LC market. Our IC systems generally compete with a number of analytical techniques used in identifying and quantifying ionic and polar compounds. The primary source of competition are conventional manual and automated wet chemistry procedures and certain possibly modified liquid chromatography systems using a single column method without or including an ion suppression device. Companies competing with us in IC include such vendors as Metrohm AG, Shimadzu Corporation, Waters Corporation and other smaller companies.

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We believe we have a smaller but growing market share in the analytical and capillary/nano-LC HPLC portions of the LC market. Our UltiMate 3000 systems compete directly with other manufacturers’ HPLC systems in traditional and capillary-/nano- HPLC applications. We believe that the UltiMate HPLC system has certain benefits over competing systems, including advanced pump and dual pump technology, thermostatted temperature control, high performance auto sampling capabilities, all technologies designed for intelligent LC (LCi). In addition, UltiMate 3000 offers many benefits over competing systems including the ability to analyze minute contents of sample at very low flow rates. We also believe that our Chromeleon software package not only provides competitive advantages over our competitors’ software offerings but is respected as the most advanced chromatography data management system in the market. Our competitors in the HPLC market include such vendors as Agilent Technologies, Inc., Shimadzu Corporation, Thermo Fisher Scientific, Varian, Inc., Waters Corporation and various smaller companies.

Our Accelerated Solvent Extraction (ASE) systems compete directly with standard Soxhlet, sonication, supercritical fluid extraction and microwave extraction techniques provided by other companies. Management believes that our ASE systems have certain benefits compared to competing techniques, including faster extraction time, reduced solvent usage, built-in automation and ease of use.

PATENTS AND LICENSES

We have a patent portfolio covering certain technologies of our products. Our patents are presently issued to the United States and number of foreign countries. As a matter of company policy, we vigorously protect our intellectual property rights and seek patent coverage on developments that we regard as strategic, material and patentable. Our patents, including those licensed from others, expire between 2008 through 2024. We believe that, while our patent portfolio has value, no single patent or patent application is in itself essential and that the invalidity or expiration of any single patent would not have a material adverse effect on our business.

We regard our Chromeleon software as proprietary and we rely on a combination of copyrights, trademarks, trade secret laws and other proprietary rights, laws, license agreements and other restrictions on disclosure, copying and transferring title to protect our rights to our software products. We have no patents covering our software, and existing copyright laws afford only limited protection. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States.

INTERNATIONAL OPERATIONS

Financial information about foreign and domestic operations and export sales is provided in Note 14 of the Notes to Consolidated Financial Statements found elsewhere in this report.

We have subsidiaries in Austria, Australia, Brazil, Canada, China, Denmark, France, Germany, India, Ireland, Italy, Japan, Korea, Netherlands, Switzerland, Taiwan, the United Kingdom and the United States. Our foreign sales are affected by fluctuations in currency exchange rates and by regulation adopted by foreign governments. Such fluctuations have materially affected, both positively and negatively, our results of operation in past periods and will likely materially affect our results of operations in the future. Export sales are subject to certain controls and restrictions, but we have not experienced any material difficulties related to these limitations.

MANUFACTURING AND SUPPLIERS

We produce chemicals and resins and assemble IC systems and modules in our California manufacturing facilities. We assemble the systems and modules for our UltiMate 3000 systems in our manufacturing facility in Germany. We have developed proprietary processes for the manufacture of polystyrene-based resins and for packing columns with these resins. We believe that our resins, columns and suppressor manufacturing know-how are critical to the performance and reliability of our chromatography systems. We require each employee and consultant to sign a nondisclosure agreement to protect our proprietary processes. However, there can be no assurances that these agreements will provide meaningful protection or adequate remedies for our proprietary processes in the event of unauthorized use or disclosure.

We have emphasized a modular design for the principal subsystems of our pumping and flow systems, sample injection systems, chromatography modules, detectors, and control and data analysis systems. We believe that this

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modular approach has enabled us to meet the wide range of system configurations required by our customers. Manufacturing has transitioned into flow-line production for our major systems while maintaining subassembly cell production for our integrated modules. These practices have enhanced our ability to effectively manage our inventory levels.

Many subassemblies used in our products are manufactured by us. Components, including formed-plastic and sheet-metal packaging materials, machine-metal parts, integrated circuits, microprocessors, microcomputers and certain detector and data analysis modules, are purchased from other manufacturers. Most of the raw materials, components and supplies purchased by us are available from a number of different suppliers, although a number of items are purchased from limited or single source of supply.

TECHNICAL SUPPORT, INSTALLATION AND SERVICE

Users of our chromatography systems may require technical support before and after a system sale. Services provided before the sale are recorded in operating expenses as incurred. Chromatography systems sold by us generally include a one-year warranty. These costs are accrued for at the time of the system sale. Installation and certain basic user training are provided to the customer, with revenues for these services recognized at the time the services are provided. Maintenance contracts may be purchased by customers to cover equipment no longer under warranty. Maintenance work not performed under warranty or maintenance contracts is performed on a time and materials basis. We offer training courses and periodically send our customers information on applications development. We install and service our products through our own field service organizations in Austria, Australia, Brazil, Canada, China, Denmark, France, Germany, India, Italy, Ireland, Japan, Korea, Netherlands, Taiwan, Switzerland, the United Kingdom and the United States. Installation and service in other foreign countries are typically provided by our distributors or agents.

RESEARCH AND PRODUCT DEVELOPMENT

Our research and product development efforts are focused on increasing the performance of our chromatography and other products and expanding the number of chemical and biological compounds that can be analyzed efficiently with our products. Research and product development expenditures were $24.7 million, $22.4 million and $20.4 million in fiscal 2007, 2006 and 2005, respectively. We pursue active development programs in the areas of system hardware, applications, computer software, suppressors, and resin and column technologies. There can be no assurances that our product development efforts will be successful or that the products developed will be accepted by the marketplace.

EMPLOYEES

We had 1,193 employees at June 30, 2007, compared with 1,135 employees at June 30, 2006.

AVAILABLE INFORMATION

We maintain a website at www.dionex.com; however, information found on our website is not incorporated by reference into this report. We make available free of charge on or through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). Our Board of Directors has adopted charters for the Audit, Compensation and Nominating and Governance Committees of our Board of Directors and a Code of Business Conduct and Ethics applicable to all of our officers and employees. These charters and our Code of Business Ethics and Values are available on our website at http://investor.dionex.com/governance-PDFs.cfm and a printed copy of this information is available without charge by sending a written request to: Investor Relations, Dionex Corporation, 1228 Titan Way, Sunnyvale, California 94085. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, DC 20549, and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

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Item 1A.   RISK FACTORS.

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

Economic, political and other risks associated with international sales and operations could adversely affect our results of operations.

Because we sell our products worldwide and have significant operations outside of the United States, our business is subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total sales. In addition, we expect that the proportion of our employees, contract manufacturers, suppliers, job functions and manufacturing facilities located outside the United States may increase. Accordingly, our future results could be harmed by a variety of factors, including:

•  interruption to transportation flows for delivery of parts to us and finished goods to our customers;

•  changes in a specific country’s or region’s political, economic or other conditions;

•  trade protection measures and import or export licensing requirements;

•  negative consequences from changes in tax laws;

•  difficulty in staffing and managing widespread operations;

•  differing labor regulations;

•  differing protection of intellectual property;

•  unexpected changes in regulatory requirements; and

•  geopolitical turmoil, including terrorism and war.

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

We derived approximately 74% of our net sales from outside the United States in fiscal 2007 and expect to continue to derive the majority of net sales from outside the United States for the foreseeable future. Most of our sales outside the United States are denominated in the local currency of our customers. As a result, the U.S. dollar value of our net sales varies with currency rate fluctuations. Significant changes in the value of the U.S. dollar relative to certain foreign currencies could have a material adverse effect on our results of operations. In recent periods, our results of operations have been positively affected from the depreciation of the U.S. dollar against the Euro, the Japanese yen and other foreign currencies, but there can be no assurance that this positive impact will continue. In the past, our results of operations have been negatively impacted by the appreciation of the U.S. dollar against other currencies.

Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.

The demand for analytical instrumentation products can fluctuate depending upon capital expenditure cycles. Most companies consider our instrumentation products capital equipment and some customers may be unable to secure the necessary capital expenditure approvals due to general economic or customer specific conditions. Significant fluctuations in demand could harm our results of operations.

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

A high proportion of our costs are fixed due in part to our significant sales, research and product development and manufacturing costs. Declines in revenue caused by fluctuations in currency rates, worldwide demand for analytical instrumentation or other factors could disproportionately affect our quarterly operating results, which may in turn cause our stock price to decline.

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

Our products are highly technical in nature. As a result, many of our products must be developed months or even years in advance of the potential need by a customer. If we fail to introduce new products and enhancements as demand arises or in advance of the competition, our products are likely to become obsolete over time, which would harm operating results. Also, if the market is not receptive to our newly developed products, we may be unable to recover costs of research and product development and marketing, and may fail to achieve material components of our business plan.

The analytical instrumentation market is highly competitive, and our inability to compete effectively in this market would adversely affect our results of operations and financial condition.

The analytical instrumentation market is highly competitive and we compete with many companies on a local and international level that are significantly larger than us and have greater resources, including larger sales forces and technical staff. Competitors may introduce more effective and less costly products and, in doing so, may make it difficult for us to acquire and retain customers. If this occurs, our market share may decline and operating results could suffer.

We may experience difficulties with obtaining components from sole- or limited-source suppliers, or manufacturing delays, either of which could adversely affect our results of operations.

Most raw materials, components and supplies that we purchase are available from many suppliers. However, certain items are purchased from sole or limited-source suppliers and a disruption of these sources could adversely affect our ability to ship products as needed. A prolonged inability to obtain certain materials or components would likely reduce product inventory, hinder sales and harm our reputation with customers. Worldwide demand for certain components may cause the cost of such components to rise or limit the availability of these components, which could have an adverse affect our results of operations.

We manufacture products in our facilities in Germany and the United States. Any prolonged disruption to the operations at these facilities, whether due to labor unrest, supplier issues, damage to the physical plants or equipment or other reasons, could also adversely affect our results of operations.

Our executive officers and other key employees are critical to our business, they may not remain with us in the future and finding talented replacements may be difficult.

Our operations require managerial and technical expertise. Each of the executive officers and key employees located in the United States is employed “at will” and may leave our employment at any time. In addition, we operate in a variety of locations around the world where the demand for qualified personnel may be extremely high and is likely to remain so for the foreseeable future. As a result, competition for personnel can be intense and the turnover rate for qualified personnel may be high. The loss of any of our executive officers or key employees could cause us to incur increased operating expenses and divert senior management resources in searching for replacements. An inability to hire, train and retain sufficient numbers of qualified employees would seriously affect our ability to conduct our business.

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We may be unable to protect our intellectual property rights and may face intellectual property infringement claims.

Our success will depend, in part, on our ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of third parties. We cannot be certain that:

•  any of our pending patent applications or any future patent applications will result in issued patents;

•  the scope of our patent protection will exclude competitors or provide competitive advantages to us;

•  any of our patents will be held valid if subsequently challenged; or

•  others will not claim rights in or ownership of the patents and other proprietary rights held by us.

Furthermore, we cannot be certain that others have not or will not develop similar products, duplicate any of our products or design around any patents issued, or that may be issued, in the future to us or to our licensors. Whether or not patents are issued to us or to our licensors, others may hold or receive patents which contain claims having a scope that covers products developed by us. We could incur substantial costs in defending any patent infringement suits or in asserting any patent rights, including those granted by third parties. In addition, we may be required to obtain licenses to patents or proprietary rights from third parties. There can be no assurance that such licenses will be available on acceptance terms, if at all.

Our issued U.S. patents, and corresponding foreign patents, expire at various dates ranging from 2008 to 2024. When each of our patents expires, competitors may develop and sell products based on the same or similar technologies as those covered by the expired patent. We have invested in significant new patent applications, and we cannot be certain that any of these applications will result in an issued patent to enhance our intellectual property rights.

EXECUTIVE OFFICERS OF DIONEX CORPORATION

The following table lists the names and positions of all our current executive officers, and their ages as of August 29, 2007. There are no family relationships between any director and executive officer of Dionex Corporation. Executive officers serve at the discretion of the Board of Directors.

Name	Age		Position(s)
Lukas Braunschweiler		51	President, Chief Executive Officer and Director
Bruce Barton		48	Vice President, Sales and Service International
David Bow		43	Vice President, North American Sales/Service
Kevin Chance		40	Executive Vice President
David Fairbanks		47	Vice President, Information Technology
Dietrich Hauffe		48	Vice President, Marketing and Business Development
Peter Jochum		56	Vice President, Life Sciences Business Unit
Craig McCollam		47	Vice President, and Chief Financial Officer
John Plohetski		48	Vice President, Chemical Analysis Business Unit
Christopher Pohl		56	Vice President, Research and Development and Chief Technology Officer

Dr. Braunschweiler has served as President and Chief Executive Officer and a member of our Board of Directors since joining us in August 2002. Prior to that time, Dr. Braunschweiler was employed by Mettler-Toledo, a supplier of precision instruments, where he served most recently as Group Vice-President and Head of the Laboratory and Packaging Division. Prior to that, he served in a variety of management positions at Mettler-Toledo. Dr. Braunschweiler has been residing in Switzerland since 2006. Dr. Braunschweiler primarily operates from Switzerland and our European facilities, but also spends a substantial portion of his time in the United States.

Mr. Barton will serve as Vice President of Sales and Service International effective September 1, 2007. Prior to this new role, he served as Vice President, Asia/Pacific and Rest of World since October 2003. Upon joining us in

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1987, he served in numerous positions in the Sales, Accounting and Finance departments. Previously he held various positions including Head of Distributor Operations as well as Vice President-International Operations.

Mr. Bow has served as Vice President of North American Sales/Service since joining us in September 2003. Prior to that, he founded and served as President of Genesis Chemicals, Buffers & Biochemicals Corp, GW Incorporated and GenChem GmbH.

Mr. Chance has served as Executive Vice President since January 2007. He was the Vice President of our Chemical Analysis Business Unit (CABU) from April 2003 to January 2007. From 2000 to 2003, Mr. Chance served as Chief Executive Officer of Aptus Pharmaceuticals, Inc., a biotech company. From 1989 through 2000, he served as a business unit general manager and in various other positions at Siemens Industrial Automation (Moore Products Company), an automation technology provider.

Mr. Fairbanks has served as Vice President, Information Technology since May 1, 2007. Prior to joining Dionex and since June 2005, he served as Chief Information Officer of Silicon Graphics, Inc., a leading provider of products, services, and solutions for use in high-performance computing and data management. Prior to that, from 1993 to 2005, Mr. Fairbanks served in various senior director roles in Information technology at Silicon Graphics, Inc.

Dr. Hauffe has served as Vice President, Marketing and Business Development since December 2005. Between 2000 and 2005, Mr. Hauffe served as General Manager of our subsidiary, Dionex Idstein, in Germany. From 1993 to 1997, Dr. Hauffe served as our Product Manager Life Sciences.

Dr. Jochum has served as our Vice President, Life Sciences Business Unit since October 2000. Prior to that, he served as Managing Director of our subsidiary, Dionex Softron, since joining us in October 1998. Prior to joining us, he served as Managing Director of Softron GmbH, which we acquired in 1998

Mr. McCollam has served as Vice President and Chief Financial Officer since October 1999. Prior to that, he served as Director of Finance and Corporate Controller since joining us in 1993.

Mr. Plohetski has served as our Vice President, Chemical Analysis Business Unit since December 2006. From March 2003 to November 2006, he served as our Director of Manufacturing. Prior to joining us in 2003, Mr. Plohetski served as Director of Engineering at Carl Zeiss, Inc. from 1982 to 2002.

Mr. Pohl has served as our Vice President, Research and Development and Chief Technology Officer since May 2004. Prior to that, he served as Vice President, Research and Development since June 2001. From March 2000 to June 2001, Mr. Pohl served as Vice President, Research and Development of Ciphergen Biosystems, Inc., a provider of enabling tools for proteomics. From 1981 to 2000, he served as our Vice President, Consumables and in various other capacities.

Item 1B.   UNRESOLVED STAFF COMMENTS

Not applicable.

Item 2.   PROPERTIES

We own nine buildings in Sunnyvale, California, providing 252,000 square feet of space utilized for administration, marketing, sales, service, research and product development and manufacturing. We also own a 20,000 square feet building utilized for sales, service and administration in Idstein, Germany, a 77,000 square foot building for manufacturing and administration in Germering, Germany and a 32,000 square foot building in Osaka, Japan for sales, service and administration.

We lease sales and service offices in Austria, Australia, Brazil, Canada, China, Denmark, France, Germany, India, Ireland, Italy, Japan, Korea, Netherlands, Switzerland, Taiwan, the United Kingdom and the United States. In addition, we lease marketing and research and product development offices in Salt Lake City, Utah. We also lease marketing and research and product development offices in Amsterdam, the Netherlands. Our facilities are well maintained, adequate to conduct our current business.

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Item 3.   LEGAL PROCEEDINGS

We are a party to various legal proceedings arising in the ordinary course of our business, but are not currently a party to any legal proceeding that management believes will have a material adverse effect on our financial position or results of operations.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

Item 5.   MARKET FOR OUR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES

MARKET PRICE OF COMMON STOCK

Our common stock is traded in the over-the-counter market through the Nasdaq Global Market under the symbol DNEX. The following table sets forth, for the periods indicated, the high and low sales price as reported by the Nasdaq Global Market.

	Fiscal 2007				Fiscal 2006
Quarter	High		Low		High		Low
First	$	56.58	$	45.76	$	54.50	$	42.90
Second	$	58.99	$	48.67	$	54.00	$	47.15
Third	$	68.11	$	54.62	$	61.48	$	48.19
Fourth	$	74.85	$	66.04	$	61.25	$	50.06

As of August 28, 2007, there were 784 holders of record of our common stock as shown on the records of our transfer agent.

DIVIDENDS

As of August 28, 2007, we have paid no cash dividends on our common stock and we do not anticipate doing so in the foreseeable future.

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ISSUER PURCHASES OF EQUITY SECURITIES

During the fourth quarter of fiscal 2007, we repurchased shares of our common stock under a systematic program to manage the dilution created by shares issued under employee stock plans and for other purposes. This program authorizes repurchases in the open market or in private transactions. We started a series of repurchase programs in fiscal 1989, with the Board of Directors most recently authorizing in August 2006 future repurchases of an aggregate of 1.5 million shares of common stock as well as authorizing the repurchase of additional shares of common stock equal to the number of common shares issued pursuant to our employee stock plans.

The following table indicates common shares repurchased and additional shares added to the program during the three months ended June 30, 2007:

					Total
					Number of				Maximum
					Shares				Number of
					Purchased				Shares that
	Total		Avg.		as Part of		Additional		May Yet be
	Number of		Price		Publicly		Shares		Purchased
	Shares		Paid per		Announced		Authorized for		Under the
Period	Purchased		Share		Program(1)		Purchase(1)		Program(2)
April 1 - 30, 2007		—		—		5,812,153		156		1,323,281
May 1 - 31, 2007		224,215	$	71.85		6,036,368		174,551		1,273,617
June 1 - 30, 2007		58,009	$	68.95		6,094,377		11,562		1,227,170

(1)	The number of shares represents the number of shares issued pursuant to employee stock plans that are authorized for purchase.
(2)	The number of shares includes 1.5 million shares of common stock approved for repurchase in August 2006 plus that number of shares of common stock equal to the number of shares issued pursuant to employee stock plans subsequent to August 2006 minus the number of shares purchased since August 2006.

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PERFORMANCE GRAPH

The following graph demonstrates a comparison of cumulative total returns for our Common Stock, the SIC Code and the Standard & Poor’s 500 Stock Index, assuming $100 invested as of July 1, 2002:

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG DIONEX CORPORATION,
S&P 500 INDEX AND SIC CODE INDEX

COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS

	FISCAL YEAR ENDING
COMPANY/INDEX/MARKET	6/30/2002		6/30/2003		6/30/2004		6/30/2005		6/30/2006		6/30/2007
Dionex Corporation		100.00		148.34		205.94		162.75		204.03		264.99
Analytical Instruments (SIC)		100.00		103.43		147.58		143.77		160.46		201.88
S&P Composite		100.00		100.25		119.41		126.96		137.92		166.32

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Item 6.   SELECTED CONSOLIDATED FINANCIAL DATA

Statement of Operations Information:

	Years Ended June 30
	2007			2006			2005			2004			2003
	(In thousands, except per share amounts)
Net sales	$	327,284		$	291,300		$	279,317		$	258,834		$	214,909
Cost of sales		109,015			99,857			91,754			88,944			73,273
Gross profit		218,269			191,443			187,563			169,890			141,636
Operating expenses:
Selling, general and administrative		123,525			113,241			102,539			89,100			76,565
Research and product development		24,737			22,392			20,354			19,155			16,888
Total operating expenses		148,262			135,633			122,893			108,255			93,453
Operating income		70,007			55,810			64,670			61,635			48,183
Interest income		1,435			1,874			1,276			801			504
Interest expense		(335	)		(184	)		(176	)		(240	)		(192	)
Other income/(expense)		183			1,013			801			(340	)		133
Write-off of a non-affiliated investment		—			—			—			—			(2,067	)
Income before taxes on income		71,290			58,513			66,571			61,856			46,561
Taxes on income		25,968			22,820			21,081			20,481			15,133
Net income	$	45,322		$	35,693		$	45,490		$	41,375		$	31,428
Basic earnings per share	$	2.37		$	1.78		$	2.20		$	1.96		$	1.49
Diluted earnings per share	$	2.31		$	1.74		$	2.13		$	1.89		$	1.45
Shares used in computing earnings per share amounts:
Basic		19,136			20,013			20,655			21,056			21,057
Diluted		19,615			20,527			21,388			21,943			21,632

We have paid no cash dividends.

Balance sheet information:

	At June 30
	2007		2006		2005		2004		2003
	(In thousands)
Working capital	$	93,361	$	97,769	$	102,006	$	103,719	$	88,014
Total assets		271,769		250,402		238,153		235,465		213,100
Long-term debt		—		—		—		—		500
Stockholders’ equity		185,708		185,382		183,049		183,454		159,280

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Item 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Except for historical information contained herein, the discussion below and in the footnotes to our financial statements contained in this Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of 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 “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements that reflect management’s analysis only as of the date hereof. We undertake no obligation to update these forward-looking statements.

THE COMPANY

Dionex Corporation designs, manufactures, markets and services analytical instrumentation and related accessories and chemicals. Our products are used to analyze chemical substances in the environment and in a broad range of industrial and scientific applications. Our systems are used in environmental analysis and by the pharmaceutical, life sciences, chemical, petrochemical, power generation, and food and electronics industries in a variety of applications. Unless the context otherwise requires, the terms “Dionex,” “we,” “our” and “us” and words of similar import as used in these financial statements include Dionex Corporation and its consolidated subsidiaries.

Our liquid chromatography systems are currently focused in two product areas: ion chromatography (IC) and high performance liquid chromatography (HPLC). We offer a mass spectrometer coupled with either an IC or HPLC system. For sample preparation, we provide automated solvent extraction systems. In addition, we develop and manufacture consumables, detectors, automation and analysis systems for use in or with liquid chromatographs.

We market and distribute our products and services through our own sales force in Austria, Australia, Brazil, Canada, China, Singapore, Denmark, France, Germany, India, Ireland, Italy, Japan, Korea, Netherlands, Switzerland, Taiwan, the United Kingdom and the United States. In each of these countries, we maintain one or more local sales offices in order to support and service our customers in the regions. We manufacture our products based upon a forecast of customer demand and we generally try to maintain adequate inventories of completed modules or finished goods in advance of receipt of firm orders. System or instrument orders are generally placed by the customer on an as-needed basis, and instruments are usually shipped within two to six weeks after receipt of an order.

OVERVIEW

Net sales for fiscal 2007 were $327.3 million, an increase of 12% compared with the $291.3 million reported in fiscal 2006. Operating income for fiscal 2007 was $70.0 million, growing 25% from fiscal 2006 and representing 21% of sales. Fiscal 2006 operating income of $55.8 million declined 14% compared to fiscal 2005 and represented 19% of sales. Diluted earnings per share for fiscal 2007 were $2.31, an increase of 33% compared to $1.74 in fiscal 2006. Net income for fiscal 2007 included costs of approximately $700,000, net of tax, or $0.04 per diluted share, related to our initiative to centralize some of our field-related technical, administrative and support functions in North America and Europe, and a discrete tax benefit from the extension of the federal research credit of approximately $550,000, or $0.03 per diluted share, reported in the second quarter of fiscal 2007. Net income in fiscal 2006 included costs of approximately $1.8 million, net of tax, or $0.09 per diluted share, related to our initiative to centralize some of our field-related technical, administrative and support functions in North America

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and Europe, higher corporate taxes due to a one-time tax charge of $2.2 million, or $0.11 per diluted share, resulting from the resolution of two tax audits and other income of $1.0 million, net of tax, or $0.05 per diluted share, related to a one-time gain from the favorable settlement of a patent litigation.

Cash flow from operations during fiscal 2007 was strong at $68.5 million. For fiscal 2007, we repurchased 1,185,100 shares of our common stock for $69.6 million.

RESULTS OF OPERATIONS

The following table summarizes our consolidated statement of income items for the last three fiscal years as a percentage of net sales.

	Years Ended June 30
	2007			2006			2005
Net sales		100.0	%		100.0	%		100.0	%
Cost of sales		33.3			34.3			32.9
Gross profit		66.7			65.7			67.1
Operating expenses:
Selling, general and administrative		37.7			38.9			36.7
Research and product development		7.6			7.7			7.2
Total operating expenses		45.3			46.6			43.9
Operating income		21.4			19.1			23.2
Interest income, net		0.3			0.6			0.4
Other income, net		0.1			0.3			0.2
Income before taxes		21.8			20.0			23.8
Taxes on income		7.9			7.8			7.5
Net income		13.8	%		12.2	%		16.3	%

Net Sales.  The increase in net sales from fiscal 2005 to fiscal 2006 and from fiscal 2006 to fiscal 2007 was the result of increased sales in all of the major geographic regions in which we do business, as described in greater detail below. We are subject to the effects of foreign currency fluctuations that have an impact on net sales and gross profits. Currency fluctuations increased net sales by 3% in fiscal 2007 and decreased net sales 3% in fiscal 2006. Growth rates for the last two fiscal years are indicated in the tables below:

Percentage increase in net sales:

	From Fiscal 2006			From Fiscal 2005
	to			to
	Fiscal 2007			Fiscal 2006
Total:		12	%		4	%
By geographic region:
North America		5	%		4	%
Europe		17	%		3	%
Asia/Pacific		14	%		6	%

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Percentage change in net sales excluding currency fluctuations:

	From Fiscal 2006			From Fiscal 2005
	to			to
	Fiscal 2007			Fiscal 2006
Total:		9	%		7	%
By geographic region:
North America		5	%		4	%
Europe		9	%		8	%
Asia/Pacific		15	%		9	%

Net sales in North America grew 5% from fiscal 2006 to fiscal 2007 driven by growth in most markets, including an improvement in the second half of the fiscal year in the life sciences segment and very strong growth in sales of both RFIC instrumentation and consumables. Net sales in Europe grew 17% in reported dollars (9% net of currency fluctuations) from fiscal 2006 to fiscal 2007 led by growth in the life sciences and environmental markets and strong HPLC product sales. Net sales in the Asia/Pacific region grew 14% in reported dollars (15% net of currency fluctuation) driven by continued expansion in China, Korea, India and Australia and growth in the chemical, environmental and food safety markets.

Net sales in North America grew 4% in reported dollars from fiscal 2005 to fiscal 2006 reflecting an improvement in economic conditions throughout the fiscal year. Net sales in Europe grew 3% in reported dollars (8% net of currency fluctuations) from fiscal 2005 to fiscal 2006 as a result of a rebound in sales to the life sciences and environmental markets, partially offset by a weaker demand from our larger pharmaceutical and industrial customers in the first half of fiscal 2006. Net sales in the Asia/Pacific region grew 6% in reported dollars (9% net of currency fluctuation) in spite of the continued challenging environment in Japan in the first three quarters of fiscal 2006. The increases are primarily fueled by strong sales growth in China, Korea, Australia and India. For fiscal 2006, sales in Japan were down over 10% compared to fiscal 2005.

Sales outside North America accounted for 71% of net sales in fiscal 2007, 69% in fiscal 2006 and 69% in fiscal 2005. We sell directly through our sales forces in Austria, Australia, Brazil, Canada, China, Denmark, France, Germany, India, Ireland, Italy, Japan, Korea, Netherlands, Switzerland, Taiwan, the United Kingdom and the United States. Direct sales accounted for 94% of net sales in fiscal 2007, compared with 90% in fiscal 2006 and 91% in fiscal 2005. International distributors and representatives in Europe, Asia and other international markets accounted for the balance of net sales. There was no significant price changes during the three-year period ended June 30, 2007.

Net sales of IC products grew 14% from fiscal 2006 to fiscal 2007 driven mostly by increases in sales of RFIC instrumentation, consumables and services across all major geographies. Net sales of IC products grew 3% from fiscal 2005 to fiscal 2006 due partially to weaker demand in Japan offset by increased sales surrounding the introduction of our ICS-3000 Premiere IC system.

Net sales of HPLC and Nano/capillary-flow products grew by 9% from fiscal 2006 to fiscal 2007 driven primarily by increased sales in Europe, partially offset by weaker demand in North America in the first half of fiscal 2007. Sales of HPLC and Nano/capillary-flow products grew 17% from fiscal 2005 to fiscal 2006 primarily as a result of our continued expansion of our global HPLC business, offset by the negative impact of a stronger U.S. dollar, some weakness in certain larger pharmaceutical accounts and the product transition from our older Summit HPLC product line to the new Ultimate 3000 analytical/micro/prep flow system.

Gross Profit.  Gross profit for fiscal 2007 was $218.3 million compared to $191.4 million in fiscal 2006, an increase of $26.9 million or 14%. Gross profit as a percentage of sales was 66.7%, 65.7% and 67.2% in fiscal 2007, 2006 and 2005, respectively. Gross profit as a percentage of sales for fiscal 2007 increased primarily due to product mix, currency fluctuations and product cost cutting initiatives related to our newer ICS-3000 and Ultimate-3000 product lines. The decrease in gross margin as a percentage of sales from fiscal 2005 to fiscal 2006 was mainly due to the effect of a stronger U.S. dollar, product mix, higher manufacturing and ramp-up costs related to new product introductions, lower margin as a result of a one-time sales promotion for Summit systems and compensation cost related to the impact of SFAS 123R. We anticipate gross margin will be approximately 66% for fiscal year 2008.

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Operating Expenses — Fiscal 2006 to fiscal 2007.  From fiscal 2006 to fiscal 2007, overall operating expenses increased by 9% to $148.2 million. Increased expenses in fiscal 2007 were primarily attributable to the following factors:

• currency fluctuations	3	%
• continued expansion efforts in the Asia/Pacific region	2	%
• increased depreciation and infrastructure expense	2	%
• increased sales and marketing efforts in Europe	1	%

Selling, general and administrative (SG&A) expenses as a percentage of net sales were 38% in fiscal 2007 compared with 39% in fiscal 2006. SG&A expenses were $123.5 million in fiscal 2007, an increase of 9% from $113.2 million in fiscal 2006. Increases in fiscal 2007 over 2006 include $3.3 million due to currency fluctuations, $3.0 million due to our continued expansion into the Asia/Pacific geography, $2.5 million due to increased expense for depreciation and distributed costs attributable to capital investments and facilities and IT infrastructure costs, $2.0 million due to increased selling and marketing efforts in Europe. The increase was partially offset by lower expenses related to our centralization initiative in North America and Europe of approximately $785,000.

Research and product development expenses were 7.6% of net sales in fiscal 2007 compared with 7.7% in fiscal 2006. Research and product development expenses in fiscal 2007 were $24.7 million, an increase of $2.3 million compared with $22.4 million in fiscal 2006. Research and product development expenses increased by approximately $1.1 million due to higher product development costs, $510,000 for increased salary expense and $447,000 increase due to currency fluctuations.

Operating Expenses — Fiscal 2005 to fiscal 2006.  From fiscal 2005 to fiscal 2006, overall operating expenses grew by 10%. Increased expenses in fiscal 2006 was primarily attributable to the following factors:

• stock-based compensation resulting from adoption of SFAS 123(R)	4	%
• expansion efforts in the Asia/Pacific region	3	%
• centralization initiative in North America and Europe	2	%
• increased sales and marketing efforts in Europe	2	%
• increased marketing costs related to new product introductions	1	%
• currency fluctuations	(2	)%

Selling, general and administrative (SG&A) expenses as a percentage of net sales were 39% in fiscal 2006 compared with 37% in fiscal 2005. SG&A expenses were $113.2 million in fiscal 2006, an increase of 10% from $102.5 million in fiscal 2005. Increases over 2005 include $3.8 million stock-based compensation charges, $2.2 million for our centralization initiative in North America and Europe, $3.5 million due to our expansion efforts in Asia/Pacific region in connection with the greater sales and marketing effort in Europe and $1.0 million in marketing costs associated with new product introductions. The increase was offset in part by $2.0 million in currency fluctuations.

Research and product development expenses were 7.7% of net sales in fiscal 2006 compared with 7.3% in fiscal 2005. Research and product development expenses in fiscal 2006 of $22.4 million increased by $2.0 million compared with $20.4 million in fiscal 2005. Research and product development expenses have increased due to $1.4 million of stock-based compensation expense, and approximately $0.5 million due to higher spending to develop our IC and HPLC products introduced in fiscal 2006.

Interest Income.  Interest income in fiscal 2007 of $1.4 million was lower than the $1.8 million reported for fiscal 2006 and higher than the $1.3 million reported in fiscal 2005. The decrease in fiscal 2007 from fiscal 2006 was due to lower yields on cash reserves held outside of the U.S., which reserves grew from fiscal 2006 to fiscal 2007. The increase from fiscal 2005 to fiscal 2006 was due to higher average cash balances and increasing interest rates in the United States and Europe.

Interest Expense.  Interest expense of $0.3 million remained constant in fiscal 2007, 2006 and 2005. The interest expense was primarily due to short-term borrowings.

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Other Income, Net.  Other income in fiscal 2007 was $0.2 million, which was primarily due to the gains on foreign currency exchange. We had other income in fiscal 2006 of $1.0 million, which was attributable primarily to settlement of a patent litigation partially offset by losses on certain foreign currency contracts.

Taxes on Income.  Our effective tax rate was 36.4% for fiscal 2007, 39.0% for fiscal 2006 and 31.7% for fiscal 2005. Our effective tax rate is affected by the mix of taxable income among the various tax jurisdictions in which we do business. The decrease in the effective tax rate from fiscal 2006 to fiscal 2007 was primarily due to special tax charges incurred in fiscal 2006 resulting from the resolution of two tax audits.

Earnings per Share.  Diluted earnings per share were $2.31, an increase of 33% compared with the $1.74 reported for fiscal 2006. Net income for fiscal 2007 included costs of approximately $700,000, net of tax, or $0.04 per share, related to the Company’s initiative to centralize some of its field related technical, administrative and support functions within North America and Europe, and a discrete tax benefit from the extension of the federal research credit of approximately $550,000 or $0.03 per share. Net income for fiscal 2006 included costs of approximately $1.8 million, net of tax, or $0.09 per share, related to the company’s initiative to centralize some of its field related technical, administrative and support functions in North America and Europe, higher corporate taxes due to a one-time tax charge of $2.2 million or $0.11 per share resulting from a tax audit, and other income of $1.0 million, net of tax, or $0.05 per share, related primarily to a one-time gain from the favorable settlement of patent litigation. Earnings per share decreased between fiscal 2005 and fiscal 2006 due to higher costs in connection with our centralization in North America (4%), special tax charges related to two unfavorable tax audits in Europe (5%), and due to stock-based compensation expense (9%) in fiscal 2006.

Liquidity and Capital Resources.  At June 30, 2007, we had cash and equivalents and short-term investments of $55.0 million. Our working capital was $93.4 million at June 30, 2007, compared with $97.8 million at June 30, 2006.

Cash generated by operating activities was $68.5 million in fiscal 2007, compared with $51.0 million in fiscal 2006 and $57.2 million in fiscal 2005. The increase in operating cash flows was due to better operating results, increases in deferred revenue, increase in accrued liabilities due to higher accrued payroll costs and higher income taxes payable resulting from lower tax payments, partially offset by higher prepaid expenses. The decrease in operating cash flows in fiscal 2006 as compared to fiscal 2005 was primarily due to decreases in net income, an increase in accounts receivable due to slower cash collections from customers and exclusion of tax benefits related to stock option exercises that are now reported under cash flows from financing activities as required by SFAS 123R. The decrease was partially offset by increases in accrued liabilities due to higher deferred revenue and income tax payable due to lower tax payments.

Cash used for investing activities was $4.0 million in fiscal 2007 compared with $8.7 million in fiscal 2006 and $10.9 million in fiscal 2005. The decreases from fiscal 2005 to fiscal 2006 and from fiscal 2006 to fiscal 2007 were due to lower net proceeds from sale of marketable securities in fiscal 2006 and fiscal 2007, partially offset by higher capital expenditures due to expansion of our HPLC manufacturing and development facility in Germany and the acquisition of the polymer based monolithic technology from Teledyne-Isco, a subsidiary of Teledyne Technologies, Inc. Our estimate is that capital expenditures will be approximately $10.0 million in fiscal 2008.

Cash used for financing activities was $52.4 million in fiscal 2007, compared with $42.3 million in fiscal 2006 and $50.0 million in fiscal 2005. Financing activities for all three years consisted primarily of common stock repurchases, partially offset by proceeds from issuances of shares pursuant to and the tax benefits related to stock option plans in fiscal 2007. We repurchased 1,185,100 shares of our common stock for $69.6 million in fiscal 2007 under our repurchase program. We repurchased 1,409,577 shares for $73.9 million in fiscal 2006 and 1,355,900 shares for $66.7 million in fiscal 2005. We have 1,227,170 remaining shares authorized for repurchase under our repurchase programs at June 30, 2007.

At June 30, 2007, our available bank lines of credit totaled $28.5 million, compared with $31.7 million at June 30, 2006. We believe our cash flow from operations, our existing cash and cash equivalents and our bank lines of credit will be adequate to meet our cash requirements for at least the next 12 months. The impact of inflation on our financial position and results of operations was not significant during any of the periods presented.

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CONTRACTUAL OBLIGATIONS

The following summarizes our contractual obligations at June 30, 2007, and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):

	Payments Due by Period
			Less Than		1-3		4-5		After 5
	Total		1 Year		Year		Years		Years
Operating Lease Obligations	$	17,750	$	4,864	$	6,546	$	3,465	$	2,875

EFFECT OF NEW ACCOUNTING STANDARDS

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (or “fair value option”) and to report in earnings unrealized gains and losses on those items for which the fair value option has been elected. SFAS 159 also requires entities to display the fair value of those assets and liabilities on the face of the balance sheet. SFAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for us as of the first quarter of fiscal 2009. We are currently evaluating the impact of this pronouncement on our financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We do not believe that the adoption of the provisions of SFAS No. 157 will materially impact our financial position and results of operations.

In June 2006, the FASB issued Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes, which is effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement, classification and disclosure in our financial statements of tax positions taken or expected to be taken in a tax return. We are currently evaluating the provisions in FIN 48 and have not yet determined its expected impact. We plan to adopt this new standard effective July 1, 2007.

In February 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 155, Accounting for Certain Hybrid Financial Instruments — an amendment of FASB Statements No. 133 and 140. This standard permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133; requires evaluation of interests in securitized financial assets; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and eliminates the prohibition of a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest of another derivative financial instrument. This standard is effective for all financial instruments acquired or issued after fiscal years beginning after September 15, 2006. The adoption of SFAS No. 155 did not have a material effect on our financial position, results of operations or cash flows.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Summary.  The preparation of consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. We evaluate our estimates, including those related to product returns and allowances, bad debts, inventory valuation, goodwill and other intangible assets, income taxes, warranty and installation provisions, and contingencies, on an on-going basis.

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We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition Policy.  We derive revenues from the sale of products and the delivery of services to our customers, including installation, training, time and material repairs, and maintenance, which consists of product repair obligations, telephone support, and/or unspecified software upgrades.

We recognize 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 or objective reliable evidence of fair value, as applicable, 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 our sales arrangements, which are not considered to be essential to the functionality of a product, generally include maintenance, 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. Fair value for training services is based on the price charged when the 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, our ability to maintain objective reliable 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.

Fair value of the maintenance contracts is based on the price charged when an element is sold separately or, if not yet sold separately, when the price is established by authorized management. Maintenance fees are recognized ratably over the period of the related maintenance contracts, which range from one to two years. Maintenance consists of product repair obligations, telephone support, and/or unspecified software upgrades.

Our sales are typically not subject to rights of return and, historically, actual sales returns have not been significant. The ability to maintain fair value for undelivered elements and other judgments may affect our reported revenues.

Product Warranty.  Our 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 we believe our 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 our products could result in actual expenses that are below those currently estimated.

Loss Provisions on Accounts Receivable and Inventory.  We maintain allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. If the financial condition of any of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We assess 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 our revenue for any period. Historically, we have not experienced significant sales returns or bad debt losses.

We value our inventory at the lower of standard cost (which approximates cost on a first-in, first-out basis) or market. Our estimated valuation provisions on inventory are based on technical obsolescence, historical demand,

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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 than projected, higher margins could be realized to the extent inventory is sold which had previously been written down.

Long-Lived Assets, Intangible Assets with Finite Lives and Goodwill.  We assess for 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, we assess goodwill for impairment at least annually. Factors we consider important which 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 we determine that the carrying value of long-lived assets and intangible assets with finite lives may not be recoverable based upon the existence of one or more of the above or other indicators, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model. Goodwill is tested for impairment by comparing the fair values of related reporting units to their carrying values. We are required to perform an impairment review for goodwill at least annually.

Taxes on Income.  As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure 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 our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent management believes that recovery is more likely than not, a valuation allowance must be established. In the event that actual results differ from these estimates, we may need to revise the valuation allowance, which could materially impact our financial position and results of operations.

Stock-Based Compensation.  SFAS No. 123 (Revised 2004), Share-Based Payment (SFAS No. 123R) requires that all share-based payments to employees be recognized in the statements of operations based on their fair value. We have used the Black-Scholes model to determine the fair value of our stock option awards. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting periods. Determining the fair value of share-based awards at the grant date required judgment, including estimating stock price volatility and employee stock options exercise behaviors. If actual results differ significantly from these estimates, stock-based compensation expense recognized in our results of operations could be materially affected. As stock-based compensation expense recognized in the consolidated statements of operations is based on awards that ultimately are expected to vest, the amount of the expense has been reduced for estimated forfeitures. SFAS No. 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience. If factors change and we employ different assumptions in the application of SFAS No. 123R, the compensation expense that we record in the future periods may differ significantly from what we have recorded in the current period.

Item 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial market risks from fluctuations in foreign currency exchange rates, interest rates and stock prices of marketable securities. With the exception of the stock price volatility of our marketable equity securities, we manage our exposure to these and other risks through our regular operating and financing activities and, when appropriate, through our hedging activities. Our policy is not to use hedges or other derivative financial instruments for speculative purposes. We deal with a diversified group of major financial institutions to limit the risk of nonperformance by any one institution on any financial instrument. Separate from our financial hedging

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activities, material changes in foreign exchange rates, interest rates and, to a lesser extent, commodity prices could cause significant changes in the costs to manufacture and deliver our products and in customers’ buying practices. We have not substantially changed our risk management practices during fiscal 2007 and we do not currently anticipate significant changes in financial market risk exposures in the near future that would require us to change our current risk management practices.

Foreign Currency Exchange.  Revenues generated from international operations are generally denominated in foreign currencies. We entered into forward foreign exchange contracts to hedge against fluctuations of intercompany account balances. Market value gains and losses on these hedge contracts are substantially offset by fluctuations in the underlying balances being hedged, and the net financial impact is not expected to be material in future periods. At June 30, 2007, we had forward exchange contracts to sell foreign currencies totaling $10.5 million, including approximately $4.5 million in Euros, $3.5 million in Japanese yen, $1.2 million in Australian dollars and $1.3 million in Canadian dollars. At June 30, 2006, we had forward exchange contracts to sell foreign currencies totaling $14.8 million, including approximately $9.0 million in Euros, $4.9 million in Japanese yen, $592,000 in Australian dollars and $305,000 in Canadian dollars. The foreign exchange contracts at the end of each fiscal year mature within the first quarter of the following fiscal year. Additionally, contract values and fair market values are the same.

In March 2007, we entered into a cross-currency swap of Japanese Yen for $10.0 million which matures in March 2010. This derivate instrument did not qualify for net investment hedge accounting and was deemed to be an ineffective hedge instrument, given that, at the inception of the hedge transaction, there was no formal documentation of the hedging relationship and our risk management objective and strategy for undertaking the hedge. Therefore, we marked to market the increase in value of approximately $462,000 and this amount was recorded in Other income, net. A sensitivity analysis assuming a hypothetical 10% movement in foreign currency exchange rates applied to our hedging contracts and underlying balances being hedged at June 30, 2007 and 2006 indicated that these market movements would not have a material effect on the our business, operating results or financial condition.

Foreign currency rate fluctuations can impact the U.S. dollar translation of our foreign operations in our consolidated financial statements. Currency fluctuations increased sales by 3% in fiscal 2007 and decreased sales by 3% in fiscal 2006. Currency fluctuations increased sales by 4% in fiscal 2005.

Interest and Investment Income.  Our interest and investment income is subject to changes in the general level of U.S. interest rates. Changes in U.S. interest rates affect the interest earned on our cash equivalents and short-term investments. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to our investment balances at June 30, 2007 and 2006 indicated that such market movement would not have a material effect on our business, operating results or financial condition. Actual gains or losses in the future may differ materially from this analysis, depending on our actual balances and changes in the timing and amount of interest rate movements.

Debt and Interest Expense.  At June 30, 2007, we had notes payable of $231,000. A sensitivity analysis assuming a hypothetical 10% movement in interest rates applied to our outstanding debt balance at June 30, 2007, indicated that such market movement would not have a material effect on our business, operating results or financial condition. Actual gains or losses in the future may differ materially from this analysis, depending on changes in the timing and amount of interest rate movements and the level of borrowings maintained by us.

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Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm		30
Consolidated Balance Sheets at June 30, 2007 and 2006		31
Consolidated Statements of Income for the years ended June 30, 2007, 2006 and 2005		32
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the years ended June 30, 2007, 2006 and 2005		33
Consolidated Statements of Cash Flows for the years ended June 30, 2007, 2006 and 2005		34
Notes to Consolidated Financial Statements		35

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Dionex Corporation:

We have audited the consolidated balance sheets of Dionex Corporation and its subsidiaries (collectively, the “Company”) as of June 30, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended June 30, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, in fiscal year 2006, the Company changed its method of accounting for stock-based compensation in accordance with guidance provided in Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of June 30, 2007, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 29, 2007, expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/  Deloitte & Touche LLP

San Jose, California

August 29, 2007

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DIONEX CORPORATION

CONSOLIDATED BALANCE SHEETS

AT JUNE 30

	2007		2006
	(In thousands, except per share amounts)
ASSETS
Current assets:
Cash and equivalents	$	54,938	$	43,524
Short-term investments		124		7,490
Accounts receivable (net of allowance for doubtful accounts of $610 in 2007 and $674 in 2006)		65,990		63,008
Inventories		28,626		27,702
Deferred income taxes		8,983		9,915
Prepaid expenses and other		12,113		5,791
Total current assets		170,774		157,430
Property, plant and equipment, net		62,366		58,700
Goodwill		25,443		24,982
Intangible assets, net		6,955		4,522
Other assets		6,231		4,768
	$	271,769	$	250,402
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	231	$	—
Accounts payable		12,293		9,395
Accrued liabilities		30,329		24,377
Deferred revenues		18,617		15,296
Income taxes payable		13,068		7,100
Accrued product warranty		2,875		3,493
Total current liabilities		77,413		59,661
Deferred income taxes		5,060		3,952
Other long-term liabilities and deferred revenues		3,588		1,407
Commitments and other contingencies (Note 13)
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; shares outstanding: 18,845,802 in 2007 and 19,624,839 in 2006)		161,409		148,214
Retained earnings		13,223		28,589
Accumulated other comprehensive income		11,076		8,579
Total stockholders’ equity		185,708		185,382
	$	271,769	$	250,402

See notes to consolidated financial statements.

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DIONEX CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED JUNE 30

	2007			2006			2005
	(In thousands, except per share amounts)
Net sales	$	327,284		$	291,300		$	279,317
Cost of sales		109,015			99,857			91,754
Gross profit		218,269			191,443			187,563
Operating expenses:
Selling, general and administrative		123,525			113,241			102,539
Research and product development		24,737			22,392			20,354
Total operating expenses		148,262			135,633			122,893
Operating income		70,007			55,810			64,670
Interest income		1,435			1,874			1,276
Interest expense		(335	)		(184	)		(176	)
Other income, net		183			1,013			801
Income before taxes on income		71,290			58,513			66,571
Taxes on income		25,968			22,820			21,081
Net income	$	45,322		$	35,693		$	45,490
Basic earnings per share:	$	2.37		$	1.78		$	2.20
Diluted earnings per share:	$	2.31		$	1.74		$	2.13
Shares used in computing earnings per share:
Basic		19,136			20,013			20,655
Diluted		19,615			20,527			21,388

See notes to consolidated financial statements.

32

DIONEX CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

										Accumulated
										Other
	Common Stock						Retained			Comprehensive						Comprehensive
	Shares			Amount			Earnings			Income(Loss)			Total			Income
	(Dollars in thousands)
Balance, June 30, 2004		20,840,881		$	103,943		$	71,217		$	8,294		$	183,454
Comprehensive income, net of tax:
Net income								45,490						45,490		$	45,490
Foreign currency translation adjustments (net of tax of $1,392)											(2,434	)		(2,434	)		(2,434	)
Unrealized loss on securities (net of tax of $365)											(621	)		(621	)		(621	)
Comprehensive income																$	42,435
Common stock issued under employee stock-based compensation plans		676,111			18,168									18,168
Repurchase of common stock		(1,355,900	)		(7,407	)		(59,256	)					(66,663	)
Tax benefit from employee stock transactions					5,655									5,655
Balance, June 30, 2005		20,161,092			120,359			57,451			5,239			183,049
Comprehensive income, net of tax:
Net income								35,693						35,693		$	35,693
Foreign currency translation adjustments (net of tax of $233)											3,319			3,319			3,319
Unrealized gain on securities (net of tax of $0)											21			21			21
Comprehensive income																$	39,033
Common stock issued under employee stock-based compensation plans		873,324			25,438									25,438
Repurchase of common stock		(1,409,577	)		(9,328	)		(64,555	)					(73,883	)
Stock-based compensation expense					5,610									5,610
Tax benefit from employee stock transactions					6,135									6,135
Balance, June 30, 2006		19,624,839			148,214			28,589			8,579			185,382
Comprehensive income, net of tax:
Net income								45,322						45,322		$	45,322
Foreign currency translation adjustments (net of tax of $1,582)											2,470			2,470			2,470
Unrealized gain on securities (net of tax of $0)											27			27			27
Comprehensive income																$	47,819
Common stock issued under employee stock-based compensation plans		406,063			13,517									13,517
Repurchase of common stock		(1,185,100	)		(8,904	)		(60,688	)					(69,592	)
Stock-based compensation expense					5,125									5,125
Tax benefit from employee stock transactions					3,457									3,457
Balance, June 30, 2007		18,845,802		$	161,409		$	13,223		$	11,076		$	185,708

See notes to consolidated financial statements.

33

DIONEX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED JUNE 30

	2007			2006			2005
	(In thousands)
Cash flows from operating activities:
Net income	$	45,322		$	35,693		$	45,490
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,544			6,514			6,007
Stock-based compensation		5,125			5,572			—
Gain on sale of marketable securities		—			—			(1,188	)
Loss on disposal of fixed assets		422			538			—
Tax benefit related to stock transactions		(3,457	)		(6,135	)		5,655
Deferred income taxes		443			78			(106	)
Changes in assets and liabilities:
Accounts receivable		(1,174	)		(6,351	)		(2,515	)
Inventories		407			(276	)		(1,676	)
Prepaid expenses and other assets		(6,332	)		214			(1,668	)
Accounts payable		2,694			(797	)		1,882
Deferred revenues		3,594			2,518			2,716
Accrued liabilities		4,431			2,097			3,562
Income taxes payable		9,206			11,439			(930	)
Accrued product warranty		(714	)		(104	)		(57	)
Net cash provided by operating activities		68,511			51,000			57,172
Cash flows from investing activities:
Proceeds from sale of marketable securities		9,700			39,096			69,428
Purchase of marketable securities		(2,600	)		(35,050	)		(64,652	)
Purchase of property, plant and equipment		(9,388	)		(9,742	)		(12,261	)
Purchase of intangible assets		(1,723	)		(3,005	)		—
Acquisition, net of cash acquired		—			—			(3,500	)
Other		(26	)		(38	)		76
Net cash used for investing activities		(4,037	)		(8,739	)		(10,909	)
Cash flows from financing activities:
Net change in notes payable		231			—			(940	)
Principal payments on debt		—			—			(564	)
Proceeds from issuance of stock pursuant to stock-based compensation plans		13,517			25,438			18,168
Tax benefit related to stock transactions		3,457			6,135			—
Repurchase of common stock		(69,592	)		(73,883	)		(66,663	)
Net cash used for financing activities		(52,387	)		(42,310	)		(49,999	)
Effect of exchange rate changes on cash		(673	)		894			(258	)
Net increase (decrease) in cash and equivalents		11,414			845			(3,994	)
Cash and equivalents, beginning of year		43,524			42,679			46,673
Cash and equivalents, end of year	$	54,938		$	43,524		$	42,679
Supplemental disclosures of cash flow information:
Income taxes paid	$	21,349		$	9,289		$	17,308
Interest expense paid	$	162		$	71		$	94
Supplemental schedule of non-cash investing and financing activities:
Accrued purchases of property, plant and equipment	$	219		$	162		$	419
Accrued purchases of intangible assets	$	2,000		$	—		$	—

See notes to consolidated financial statements.

34

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — SIGNIFICANT ACCOUNTING POLICIES

Organization.  Dionex Corporation is a leading manufacturer and marketer of chromatography systems for chemical analysis. Our systems are used in environmental analysis and by the pharmaceutical, life sciences, chemical, petrochemical, power generation, and food and electronics industries in a variety of applications. Unless the context otherwise requires, the terms “Dionex,” “we,” “our” and “us” and words of similar import as used in these notes to consolidated financial statements include Dionex Corporation and its consolidated subsidiaries.

Principles of Consolidation.  The consolidated financial statements include Dionex Corporation and its consolidated subsidiaries. All significant wholly-owned intercompany transactions and accounts are eliminated in consolidation.

Certain Risks and Uncertainties.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates.

Financial instruments which potentially subject us to concentrations of credit risk consist principally of investments and trade receivables. We invest in high-grade instruments which we place for safekeeping with high quality financial institutions. We sell our products primarily to large organizations in diversified industries worldwide. Credit risk is further mitigated by our credit evaluation process and the reasonably short collection terms. We do not require collateral or other security to support accounts receivable and we maintain allowances for potential credit losses.

We are subject to certain risks and uncertainties and believe that changes in any of the following areas could have a material adverse effect on our future financial position or results of operations. Such factors include, among others: the continuation or spread of economic uncertainties; risks related to international operations, including foreign currency fluctuations; the importance of meeting customer demand for new products; competition in the analytical instrumentation market; our ability to maintain inventories; the importance of attracting and retaining key personnel; our ability to protect our proprietary information and acceptance of new products.

Cash Equivalents.  We consider all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. We place our cash, cash equivalents and marketable debt securities with high-credit quality financial institutions and to date, we have not experienced credit losses on investments in these instruments.

Short-Term Investments.  We classify our debt and equity securities as “held to maturity” or “available for sale.” Securities classified as “held to maturity” are reported at amortized cost and “available for sale” securities are reported at fair market value, with a corresponding recognition of the unrealized gains and losses (net of tax effect) as a separate component of stockholders’ equity. Our investments in marketable debt securities have been classified as “available for sale.”

Inventories.  Inventories are stated at the lower of standard cost or market (cost approximates first-in, first-out method). We write down product inventory based on forecasted demand and technological obsolescence and parts inventory based on past usage. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand and such differences may have a material effect on recorded inventory values. In addition, when the inventory carrying value exceeds the market estimated value, we write-down the value of the inventory for the difference between the cost and the estimated market value. These write-downs are determined based on management’s estimates. Inventories consist of finished goods, work-in-process and raw materials.

35

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property, Plant and Equipment.  Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method based on estimated useful lives of 3 to 30 years. Leasehold improvements are amortized over the lesser of the useful life or the remaining term of the lease.

Purchased Technology and Goodwill.  Purchased technology amounts are recorded at their fair market values as of the date of acquisition and amortized over their estimated useful lives of up to ten years. Identifiable intangible assets are recognized separately from goodwill if certain criteria are met and those assets are amortized over their estimated useful economic life. Goodwill is not amortized but is tested for impairment as required. We test goodwill for impairment in April each year and more often if circumstances indicate that goodwill may be impaired. If impaired, a charge is recorded in income from operations. We found no impairment as a result of our fiscal 2007 and 2006 annual impairment tests performed in April of each year.

Valuation of Long Lived Assets.  The carrying value of our long-lived assets is reviewed for impairment whenever events or changes in circumstances indicated that an asset may not be recoverable. We look to current and future profitability, as well as current and future undiscounted cash flows, as primary indicators of recoverability. If impairment is determined to exist, any related impairment loss is calculated based on the amount by which the carrying value of the asset exceeds the fair value of the asset with fair value determined on a discounted cash flow basis.

Revenue Recognition.  We derive revenues from the sale of products and the delivery of services to our customers, including installation, training, time and material repairs, and maintenance, which consists of product repair obligations, telephone support, and/or unspecified software upgrades.

We recognize 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 or objective reliable evidence of fair value, as applicable, 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 our sales arrangements, which are not considered to be essential to the functionality of a product, generally include maintenance, 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. Fair value for training services is based on the price charged when the 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, our ability to maintain objective reliable 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.

Fair value of the maintenance contracts is based on the price charged when an element is sold separately or, if not yet sold separately, when the price is established by authorized management. Maintenance fees are recognized ratably over the period of the related maintenance contracts, which range from one to two years. Maintenance consists of product repair obligations, telephone support, and/or unspecified software upgrades.

Our sales are typically not subject to rights of return and, historically, actual sales returns have not been significant. We sell our products through our direct sales force and through distributors and resellers. Sales through distributors and resellers are recognized as revenue upon sale to the distributor or reseller as these sales are considered to be final and no right of return or price protection exists. Customer acceptance is generally limited to performance under our published product specifications. When additional customer acceptance conditions apply, all revenue related to the sale is deferred until acceptance is obtained.

36

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Product Warranty.  Our 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 we believe our 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 our products could result in actual expenses that are below those currently estimated.

Reclassifications.  Certain reclassifications have been made of amounts previously reported to conform to the current year presentation. Such reclassifications consist of separate line item disclosures for the current portion of deferred revenues as of June 30, 2006 on the consolidated balance sheet, the change in deferred revenues in the consolidated statements of cash flows for the years ended June 30, 2006 and 2005, and tax benefits from employee stock transactions in the consolidated statements of stockholders’ equity and comprehensive income for the years ended June 30, 2006 and 2005.

Stock-based Compensation Plans.  On July 1, 2005, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004) Share-Based Payment (SFAS No. 123R), which 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. We have elected to use the modified prospective transition method such that SFAS No. 123R applies to new awards and to awards modified, repurchased or canceled after the effective date. We have a stock-based employee compensation plan and an employee stock purchase plan. Generally, stock options granted to employees fully vest four years from the grant date and have a term of ten years. For options granted beginning on July 1, 2006, we recognize stock-based compensation expense over the requisite service period of the individual grants, generally, equal to the vesting period.

Also, commencing in fiscal 2006, SFAS No. 123R required the benefits of tax deductions in excess of the tax-effected compensation that would have been recognized as if we had always accounted for our stock-based award activity under SFAS No. 123R to be reported as a cash flow from financing activities, rather than as a cash flow from operating activities.

Prior to July 1, 2005, we accounted for these plans under the intrinsic value method described in APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. We applied the intrinsic value method, did not record stock-based compensation cost in net income because the exercise price of our stock options equaled the market price of the underlying stock at the date of grant. Compensation costs for the portion of awards for which the required service period has not been rendered (such as unvested options) that were outstanding as of July 1, 2005 shall be recognized using the multiple-option method as the remaining required services are rendered. The compensation costs relating to unvested awards is based on the grant date fair value of those awards as calculated under SFAS No. 123 Accounting for Stock-Based Compensation (SFAS No. 123), adjusted for forfeitures as required by SFAS No. 123R.

Prior to the adoption of SFAS No. 123R, we presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in our statement of cash flows. In accordance with SFAS No. 123R, the cash flows resulting from excess tax benefits (from equity-based compensation plans) are classified as financing cash flows. For the years ended June 30, 2007 and 2006, we recorded $3.5 million and $6.1 million of excess tax benefits from equity-based compensation plans as financing cash inflows.

We elected to adopt the alternative transition method provided in the FSP 123R-3 for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123R. The alternative transition method includes simplified

37

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

methods to establish the beginning balance of the additional paid-in-capital (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123R.

The following table shows total stock-based compensation expense included in the Consolidated Statements of Income for the years ended June 30, 2007 and 2006 (in thousands):

	Year Ended			Year Ended
	June 30,			June 30,
	2007			2006
Cost of sales	$	393		$	372
Selling, general and administrative expenses		3,494			3,832
Research and product development expenses		1,238			1,368
Tax benefit		(1,542	)		(1,751	)
Total	$	3,583		$	3,821

For pro forma disclosures, the estimated fair value of the options at the date of grant is amortized to expense on a multiple-option method over the service period, which generally equals the vesting period. Had the compensation costs under our stock-based compensation plans been recorded in fiscal 2005, the effect on our net income and earnings per share would have been as follows (in thousands, except per share amounts):

	Year Ended
	June 30,
	2005
Net income, as reported	$	45,490
Less: Total stock-based employee compensation expense determined under fair value method for all awards, net of taxes		8,707
Tax benefit		(2,790	)
Pro forma net income	$	39,573
Earnings per share:
Basic — as reported (pro forma)	$	2.20
Basic — pro forma (pro forma)	$	1.92
Diluted — as reported	$	2.13
Diluted — pro forma	$	1.85

Common Stock Repurchases.  We repurchase shares in the open market under our ongoing stock repurchase program. For each share repurchased, we reduce the common stock account by the average value per share reflected in the account prior to the repurchase with the excess allocated to retained earnings. We currently retire all shares upon repurchase.

During fiscal 2007, we repurchased 1,185,100 shares of our common stock on the open market for $69.6 million (an average of $58.72 per share), compared with 1,409,577 shares repurchased for $73.9 million (an average of $52.41 per share) for fiscal 2006 and 1,355,900 shares repurchased for $66.7 million (an average of $49.17 per share) for fiscal 2005.

Translation of Foreign Currency.  Our foreign operations are measured using local currencies as the functional currency. Assets and liabilities are translated into U.S. dollars at year-end rates of exchange, and

38

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

results of operations are translated at average rates for the year. Translation adjustments are included in stockholders’ equity as accumulated other comprehensive income/(loss).

Derivative Securities.  Derivative instruments, including certain derivative instruments embedded in other contracts, are recorded on the consolidated balance sheet at their fair value as required by SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The changes in fair value of an ineffective portion of a hedge instrument are included in earnings through a credit or charge to other income/expense.

We enter into foreign exchange forward contracts with high quality financial institutions to manage our exposure to the impact of fluctuations in foreign currency exchange rates on our intercompany receivables balances. These contracts generally have maturities of approximately 30 days and require us to exchange foreign currencies for U.S. dollars at maturity. We have not designated these contracts as hedging instruments. The contracts are recorded at fair value on the consolidated balance sheet. Changes in the fair values of these derivative instruments are recognized in earnings in the period they occur.

At June 30, 2007, we had forward exchange contracts to sell foreign currencies totaling $10.5 million, including approximately $4.5 million in Euros, $3.5 million in Japanese yen, $1.2 million in Australian dollars and $1.3 million in Canadian dollars. At June 30, 2006, we had forward exchange contracts to sell foreign currencies totaling $14.8 million, including approximately $9.0 million in Euros, $4.9 million in Japanese yen, $592,000 in Australian dollars and $305,000 in Canadian dollars. At June 30, 2007 and 2006, the aggregate unrealized gains or losses on the forward exchange contracts were not material.

In March 2007, we entered into a cross-currency swap of Japanese Yen for $10.0 million which matures in March 2010. This derivate instrument did not qualify for net investment hedge accounting and was deemed to be an ineffective hedge instrument, given that, at the inception of the hedge transaction, there was no formal documentation of the hedging relationship and our risk management objective and strategy for undertaking the hedge. Therefore, we marked to market the increase in value of approximately $462,000 and this amount was recorded in Other income, net.

Comprehensive Income.  We are required to report comprehensive income in the financial statements, in addition to net income. For us, the primary differences between net income and comprehensive income are foreign currency translation adjustments and net unrealized gains or losses on available for sale securities. At June 30, 2007, 2006 and 2005, the components of accumulated other comprehensive income was as follows:

	2007		2006			2005
	(In thousands)
Foreign currency translation adjustments	$	11,075	$	8,605		$	5,286
Unrealized gain/(loss) on securities available for sale, net		1		(26	)		(47	)
	$	11,076	$	8,579		$	5,239

New Accounting Pronouncements.  In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (or “fair value option”) and to report in earnings unrealized gains and losses on those items for which the fair value option has been elected. SFAS No. 159 also requires entities to display the fair value of those assets and liabilities on the face of the balance sheet. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for us as of the first quarter of fiscal 2009. We are currently evaluating the impact of this pronouncement on our financial statements.

39

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We do not believe that the adoption of the provisions of SFAS No. 157 will materially impact our financial position and results of operations.

In June 2006, the FASB issued Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes, which is effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement, classification and disclosure in our financial statements of tax positions taken or expected to be taken in a tax return. We are currently evaluating the provisions in FIN 48 and have not yet determined its expected impact. We plan to adopt this new standard effective July 1, 2007.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments — an amendment of FASB Statements No. 133 and 140. This standard permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133; requires evaluation of interests in securitized financial assets; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and eliminates the prohibition of a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest of another derivative financial instrument. This standard is effective for all financial instruments acquired or issued after fiscal years beginning after September 15, 2006. The adoption of SFAS No. 155 did not have a material effect on our financial position, results of operations or cash flows.

Note 2 — EARNINGS PER SHARE

Basic earnings per share are 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 amounts):

	Years Ended June 30
	2007		2006		2005
Numerator:
Net income	$	45,322	$	35,693	$	45,490
Denominator:
Shares used to compute net income per common share — basic		19,136		20,013		20,655
Effect of dilutive stock options		479		514		733
Shares used to compute net income per common share — diluted		19,615		20,527		21,388
Basic earnings per share	$	2.37	$	1.78	$	2.20
Diluted earnings per share	$	2.31	$	1.74	$	2.13

40

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Antidilutive common equivalent shares related to stock options excluded from the calculation of diluted shares were approximately 327,894, 448,228 and 300,000 for fiscal 2007, 2006 and 2005, respectively.

Note 3 — SHORT-TERM INVESTMENTS

			Gross
	Cost		Unrealized Losses			Fair Value
	(In thousands)
June 30, 2007
Corporate debt securities(1)	$	127	$	(3	)	$	124
	$	127	$	(3	)	$	124
June 30, 2006
Auction rate securities	$	7,100	$	—		$	7,100
Corporate debt securities(1)		415		(25	)		390
	$	7,515	$	(25	)	$	7,490

(1) These investments have been in a loss position for greater than 12 months.

Investments with maturities greater than three months, but less than one year are classified as short-term investments. Investments with maturities greater than one year are classified as long-term investments and are recorded in other assets. Auction rate debt securities with interest rates that reset in less than three months but with maturity dates longer than three months, are classified as short-term investments. At June 30, 2006, all such investments have been classified as “held-to-maturity” and recorded as short-term investments. The corporate debt securities are classified as “available-for-sale” securities and are carried at fair value. At June 30, 2007, the fair value of the securities was $124,000 reported in short-term investments.

In December 1989, we invested $3.0 million in the stock of Molecular Devices Corporation (MDC). Two of our directors served on the Board of Directors of MDC until its purchase by another company in fiscal 2007. We sold our remaining ownership interest in MDC in fiscal 2005 resulting in a gain of approximately $1.2 million.

Note 4 — INVENTORIES

Inventories at June 30 consisted of the following:

	2007		2006
	(In thousands)
Finished goods	$	16,535	$	13,962
Work in process		1,329		1,840
Raw materials and subassemblies		10,762		11,900
	$	28,626	$	27,702

Note 5 — PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net at June 30 consisted of:

	2007			2006
	(In thousands)
Land	$	23,246		$	23,141
Buildings and improvements		40,409			37,364
Machinery, equipment and tooling		29,281			25,579
Furniture and fixtures		9,980			9,147
		102,916			95,231
Accumulated depreciation and amortization		(40,550	)		(36,531	)
Property, plant and equipment, net	$	62,366		$	58,700

41

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6 — GOODWILL AND INTANGIBLE ASSETS

Information regarding our goodwill and other intangible assets reflect current foreign exchange rates.

Changes in the carrying amount of goodwill for the years ended June 30, 2007 and 2006 are as follows (in thousands):

Balance as of June 30, 2005	$	24,638
Translation adjustments		344
Balance as of June 30, 2006	$	24,982
Translation adjustments		461
Balance as of June 30, 2007	$	25,443

Our reporting units represent our operating segments, see Note 14. All goodwill has been assigned to one reporting unit. The evaluation of goodwill is based upon the fair value of this reporting unit. Pursuant to the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, we performed an annual impairment test on goodwill in April 2007 and 2006 and determined that goodwill was not impaired.

Information regarding our other intangible assets having a finite life is as follows (in thousands):

	As of June 30, 2007							As of June 30, 2006
	Carrying		Accumulated					Carrying		Accumulated
	Amount		Amortization			Net		Amount		Amortization			Net
Patents and trademarks	$	5,958	$	(779	)	$	5,179	$	3,337	$	(735	)	$	2,602
Developed technology		10,013		(9,805	)		208		9,695		(8,773	)		922
Customer relationships		2,205		(637	)		1,568		1,411		(413	)		998
Total	$	18,176	$	(11,221	)	$	6,955	$	14,443	$	(9,921	)	$	4,522

During fiscal 2007, we pursued our strategic initiative of strengthening our base in the eluent generation and membrane suppression for ion chromatography applications and to support new liquid chromatography applications with the acquisition of the IC patent portfolio from Alltech Associates, Inc., for approximately $3.0 million. At June 30, 2007, we had paid $1.0 million of the purchase price and the remaining $2.0 million is recorded in accrued liabilities.

During fiscal 2006, we also pursued our strategic initiative of strengthening our base in the separations chemistry with the acquisition of the patent for polymer based monolith technology from Teledyne-Isco, a subsidiary of Teledyne Technologies Incorporated, for a cash payment of approximately $3.0 million.

We amortize patents and trademarks over a period of ten years and the remaining weighted average amortization period for this category is approximately seven years.

We amortize developed technology over a period of three to seven years and the remaining weighted average amortization period for this category is less than one year. We amortize other intangibles over a period of five to ten years and the remaining weighted average amortization period for this category is approximately four years.

42

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amortization expense related to intangible assets was $1.3 million, $1.4 million and $1.5 million for the years ended June 30, 2007, 2006 and 2005, respectively. The estimated amortization for each of the five fiscal years subsequent to June 30, 2007 is as follows (in thousands):

	Remaining
	Amortization
Year Ending June 30,	Expense
2008	$	1,046
2009		842
2010		792
2011		792
2012		792
Thereafter		2,691
Total	$	6,955

Note 7 — FINANCING ARRANGEMENTS

We have unsecured lines of credit with various domestic and foreign banks which have been used primarily to minimize our exposure to foreign currency fluctuations and to fund acquisitions. The available lines of credit totaled $28.4 million and $31.7 million at June 30, 2007 and 2006, respectively. The decrease in existing lines of credit was due to the contractual expiration of certain lines with foreign banks. Borrowings in each country bear interest at local reference rates which ranged from 5.5% to 9.3% at June 30, 2007. There was $231,000 outstanding under these lines at June 30, 2007. Such line of credit agreements impose certain financial restrictions relating to cash dividends, working capital and tangible net worth.

One of our foreign subsidiaries discounts trade notes receivable with banks. Total notes receivable discounted were approximately $7.3 million in fiscal 2007 and $7.9 million in fiscal 2006. The uncollected balances of notes receivable due to the discounting banks at June 30, 2007 and 2006 were approximately $2.4 million and $1.3 million, respectively. We have a contingent liability to repurchase these notes under certain conditions. We have determined that the carrying amount of our contingent liability under this guarantee was insignificant at June 30, 2007 and 2006 based on its past experience of discounting trade notes receivable.

Total interest paid was $162,000 in 2007, $71,000 in 2006 and $94,000 in 2005.

Note 8 — WARRANTY

Product warranties are recorded at the time revenue is recognized for certain product shipments. While we engage in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service costs incurred in correcting a product failure. Should actual product failure rates, material usage or service costs differ from our previous estimates, revisions to the estimated warranty liability would be required.

Details of the change in accrued product warranty for fiscal 2007, 2006 and 2005 are as follows:

					Charged
	Balance				(Credited)						Balance
	Beginning of				to Other						End of
	Year		Additions		Accounts(1)			Deductions(2)			Year
	(In thousands)
Accrued product warranty:
June 30, 2007	$	3,493	$	2,669	$	100		$	(3,386	)	$	2,876
June 30, 2006		3,514		3,810		134			(3,965	)		3,493
June 30, 2005		3,584		3,400		(3	)		(3,467	)		3,514

(1)	Effects of exchange rate changes.
(2)	Product warranty costs.

43

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 9 — ACCRUED LIABILITIES

Accrued liabilities at June 30 consist of:

	2007		2006
	(In thousands)
Accrued payroll and related expenses	$	18,469	$	15,919
Other accrued liabilities		11,860		8,458
	$	30,329	$	24,377

Note 10 — STOCK OPTION AND PURCHASE PLANS

Stock Option Plans.  We have one stock option plan (the “Option Plan”) under which incentive and nonqualified options may be granted. Options are granted at the stock’s fair market value at the grant date. Options generally become exercisable in increments over a period of four years from the date of grant and expire generally ten years from the grant date.

In August 2006, the Board of Directors approved an amendment to our Option Plan to increase the number of shares authorized for issuance by 1,500,000 shares. The amendment was approved by our stockholders at the Annual Meeting of Stockholders on October 27, 2006.

	As of June 30,
	2007					2006					2005
				Wtd. Avg.					Wtd. Avg.					Wtd. Avg.
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Options outstanding, beginning of year		1,736,593		$	37.43		2,261,642		$	32.65		2,642,714		$	29.33
Granted		346,250			53.58		356,650			48.23		300,050			47.70
Exercised		(367,479	)		32.29		(831,347	)		28.63		(635,998	)		26.04
Canceled		(20,893	)		48.61		(50,352	)		44.21		(45,124	)		31.73
Options outstanding, end of year		1,694,471		$	41.91		1,736,593		$	37.43		2,261,642		$	32.65
Options vested and expected to vest		1,664,063		$	41.74		1,703,277		$	37.24		2,249,001		$	32.58
Options exercisable at year end		1,036,706		$	36.13		1,052,726		$	32.17		1,491,853		$	28.93
Weighted average fair value of options granted during the year				$	18.38				$	19.38				$	22.54

The total intrinsic value of options exercised were $12.3 million, $18.6 million and $18.1 million in fiscal 2007, 2006 and 2005 respectively. As of June 30, 2007, there was $12.5 million of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be recognized over a weighted average period of 2.3 years. The total intrinsic value of options exercisable at June 30, 2007 was $36.1 million based upon a market value of $70.99 per share. The total intrinsic value of options outstanding is $49.3 million based upon a market value of $70.99 per share. The total intrinsic value of the options excercisable and expected to vest, based on a market value of $70.99 per share was $48.7 million with a weighted average remaining contractual life of 6.48 years.

44

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additional information regarding options outstanding and exercisable as of June 30, 2007 is as follows:

	Options Outstanding						Options Exercisable
			Weighted Avg.		Weighted				Weighted Avg.		Weighted
			Remaining		Avg.				Remaining		Avg.
Range of	Number		Contractual		Exercise		Number		Contractual		Exercise
Exercise Prices	Outstanding		Life (Yrs)		Price		Exercisable		Life (Yrs)		Price
$23-98 - 29.80		301,965		4.50	$	25.28		301,965			$	25.28
29.80 - 34.88		195,275		2.69		31.89		195,275				31.89
39.47 - 41.03		304,986		5.96		39.66		267,943				39.61
41.03 - 47.19		223,597		7.08		47.19		143,983				47.19
47.19 - 49.93		313,648		8.12		48.22		119,540				48.11
49.93 - 70.32		355,000		9.06		54.59		8,000				54.86
$23.98 - 70.32		1,694,471		6.52	$	41.91		1,036,706		5.33	$	36.13

At June 30, 2007, 1,497,570 shares were available for future grants under the Option Plan.

The fair value of each option on the date of grant is estimated using the Black-Scholes option-pricing model using the multiple option approach for options granted, prior to June 30, 2005 and using the single option approach for options granted after June 30, 2005. These are the following weighted-average assumptions:

	Years Ended June 30,
	2007			2006			2005
Volatility for options		29	%		40	%		47	%
Volatility for employee stock purchase plan		23 - 26	%		30	%		27 - 29	%
Risk-free interest rate for options		4.50 - 4.88	%		4 - 4.5	%		3.56	%
Risk-free interest rate for employee stock purchase plan		4.98	%		3.6 - 4.4	%		1.74 - 2.71	%
Expected life of options		4.7 years			4.75 years			5.6 years
Expected life of employee stock purchase plan		6 months			6 months			6 months
Expected dividend	$	0.00		$	0.00		$	0.00

Exercise and post-vesting forfeiture assumptions based on analysis of historical data.

Determining Fair Value

Valuation and amortization method — We estimate the fair value of stock options granted using the Black-Scholes-Merton option – pricing formula and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term – The expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of our stock-based awards.

Expected Volatility – Our computation of expected volatility for the years ended June 30, 2007 and 2006 is based on a combination of historical and market-based implied volatility. Expected volatilities for the year ended June 30, 2005 were based mainly on the historical volatility of our stock price.

Risk-Free Interest Rate – The risk-free interest rate used in the Black-Scholes-Merton valuation method is based on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term.

45

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Expected Dividend — The expected dividend assumption is based on our current expectations about our anticipated dividend policy.

Employee Stock Purchase Plan.  Under our Employee Stock Purchase Plan (the “Purchase Plan”), eligible employees are permitted to have salary withholdings to purchase shares of common stock at a price equal to 85% of the lower of the market value of the stock at the beginning or end of each six-month offer period, subject to certain annual limitations. The number of shares of stock issued under the Purchase Plan was 38,584, 41,977 and 40,113 shares in fiscal 2007, 2006 and 2005, respectively, at weighted average prices of $44.36, $39.39 and $40.09, respectively. The weighted average fair value of the fiscal 2007, 2006 and 2005 awards was $14.10, $11.72 and $12.34, respectively. At June 30, 2007, 668,219 shares were reserved for future issuances under the Purchase Plan.

Note 11 — EMPLOYEE 401(K) PLAN

We have a 401(k) tax deferred savings plan covering most U.S. employees. Participants may contribute up to 10% of their compensation and we make matching contributions ($1.4 million in fiscal 2007, 2006 and 2005, respectively) limited to 5% of each participant’s compensation. In fiscal 2007, matching contributions vest in 25% increments each year. In prior years, matching contributions vested in 25% increments each year beginning two years after the participant’s date of employment.

Note 12 — TAXES ON INCOME

The provision for taxes on income consists of:

	Years Ended June 30
	2007			2006			2005
	(In thousands)
Current:
Federal	$	10,488		$	10,599		$	10,584
State		1,770			1,221			664
Foreign		13,166			10,082			9,415
Total current		25,424			21,902			20,663
Deferred:
Federal		1,474			(32	)		(84	)
State		(78	)		81			82
Foreign		(852	)		869			420
Total deferred		544			918			418
	$	25,968		$	22,820		$	21,081

Domestic and foreign income before taxes on income is as follows:

	Years Ended June 30
	2007		2006		2005
	(In thousands)
Domestic	$	55,126	$	47,012	$	53,918
Foreign		16,164		11,501		12,653
	$	71,290	$	58,513	$	66,571

46

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the current and non-current deferred tax assets and liabilities are as follows:

	Years Ended June 30
	2007			2006
	(In thousands)
Current deferred tax assets:
Accounting accruals deductible in different periods for tax purposes	$	8,271		$	9,342
State income tax		448			316
Other		264			257
Total current deferred tax assets		8,983			9,915
Non-current deferred tax asset — Difference in tax basis from acquisition		919			1,208
Non-current deferred tax liabilities:
Accelerated depreciation		1,084			993
Excess tax basis from acquisition		919			1,208
Accumulated translation adjustment		3,094			1,567
Other		(38	)		184
Total deferred tax liabilities		5,059			3,952
Net deferred tax assets	$	4,843		$	7,171

Total income tax expense differs from the amount computed by applying the statutory Federal income tax rate to income before taxes on income as follows:

	Years Ended June 30
	2007			2006			2005
Statutory Federal income tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of Federal income tax effect		1.6			1.5			0.7
Extraterritorial income exclusion/Manufacturing deduction		(1.1	)		(2.2	)		(2.3	)
Taxes on foreign income		1.8			4.3			0.5
Other		(0.9	)		0.4			(2.2	)
		36.4	%		39.0	%		31.7	%

Income taxes paid were $21.3 million in fiscal 2007, $9.3 million in fiscal 2006 and $17.3 million in fiscal 2005.

We have not provided for Federal income taxes on approximately $46.9 million of undistributed earnings of certain foreign subsidiaries, which we intend to permanently reinvest in subsidiary operations. If these earnings were distributed to us as the parent, foreign tax credits available under current law would substantially eliminate the resulting Federal income tax liability.

Note 13 — COMMITMENTS AND OTHER CONTINGENCIES

Certain facilities and equipment are leased under non-cancelable operating leases. We generally pay taxes, insurance and maintenance costs on leased facilities and equipment. Minimum annual rental commitments under these non-cancelable operating leases are $4.9 million for fiscal 2008, $3.7 million for fiscal 2009, $2.9 million for fiscal 2010, $1.9 million for fiscal 2011, $1.6 million for fiscal 2012 and $2.9 million thereafter.

47

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total rental expense for all operating leases was $6.7 million in fiscal 2007, $5.6 million in fiscal 2006 and $5.7 million in fiscal 2005.

We enter into standard indemnification agreements with many of our customers and certain other business partners in the ordinary course of business. These agreements include provisions for indemnifying the customer against any claim brought by a third party to the extent any such claim alleges that our product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third party. We also indemnify against general negligence claims. While the maximum potential amount of future payments we could be required to make under these indemnification agreements is not estimable, we have not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. To date, no material claims for such indemnifications are outstanding as of June 30, 2007. We have not recorded any liabilities for these indemnification agreements at June 30, 2007 or June 30, 2006.

Note 14 — BUSINESS SEGMENT INFORMATION

SFAS No. 131 establishes standards for reporting information about operating segments in annual financial statements of public business enterprises. It also establishes standards for related disclosures about products and service, geographic areas and major customers.

We have two operating segments, the Chemical Analysis Business Unit (“CABU”) and the Life Sciences Business Unit (“LSBU”). CABU sells ion chromatography and accelerated solvent extraction products, services and related consumables. LSBU sells high performance liquid chromatography products, services and related consumables. These two operating segments are aggregated into one reportable segment for financial statement purposes.

We sell products, installation and training services and maintenance within this reportable segment, detailed as follows:

	Years Ended June 30
	2007		2006		2005
	(In thousands)
Products	$	286,767	$	254,054	$	242,581
Installation and training services		9,365		8,945		9,218
Maintenance		31,152		28,301		27,518
	$	327,284	$	291,300	$	279,317

48

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Geographic information is presented below:

	Years Ended June 30
	2007		2006		2005
	(In thousands)
Net sales to unaffiliated customers:
United States	$	85,419	$	80,860	$	79,553
Europe, excluding Germany		106,781		91,795		88,075
Japan		32,642		30,428		34,391
Germany		37,683		32,145		32,107
Other International		64,759		56,072		45,191
Consolidated net sales	$	327,284	$	291,300	$	279,317
At June 30
Long-lived assets:
United States	$	51,728	$	45,170	$	41,495
Europe, excluding Germany		9,022		9,170		10,010
Japan		8,738		9,420		10,304
Germany		30,251		27,420		22,678
Other International		1,256		1,792		1,583
Consolidated long-lived assets	$	100,995	$	92,972	$	86,070

No individual customer accounted for greater than 5% of net sales in fiscal 2007, 2006 and 2005 or greater than 10% of consolidated accounts receivable at June 30, 2007 and 2006.

Note 15 — RELATED PARTY TRANSACTION

In fiscal 2005, we purchased land for 2.3 million Euros (approximately $3.1 million) for expansion of our manufacturing facility in Germany. The property was owned 25% by one of our vice presidents. We believe that the price was negotiated at an arms-length fair value.

49

DIONEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 16 — QUARTERLY RESULTS OF OPERATIONS (unaudited)

The following is a summary of the unaudited quarterly results of operations for the years ended June 30, 2007 and 2006.

	Quarter
	First		Second		Third		Fourth
	(In thousands, except per share amounts)
Fiscal 2007:
Net sales	$	72,857	$	83,519	$	84,954	$	85,954
Gross profit		47,898		55,864		55,782		58,725
Net income		8,671		13,267		11,497		11,887
Basic earnings per share		0.45		0.69		0.60		0.63
Diluted earnings per share		0.44		0.68		0.59		0.61
Fiscal 2006:
Net sales	$	68,100	$	74,341	$	73,674	$	75,185
Gross profit		44,330		49,812		48,548		48,753
Net income		9,014		10,900		10,365		5,414
Basic earnings per share		0.45		0.54		0.52		0.27
Diluted earnings per share		0.44		0.53		0.50		0.27

50

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

Item 9A.   CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” (as defined in rules promulgated under the Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of June 30, 2007 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2007 based on criteria established in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, our management concluded that, as of June 30, 2007, our internal control over financial reporting was effective.

Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting and management’s assessment of the effectiveness of our internal control over financial reporting as of June 30, 2007, as stated in their report that appears below.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting occurred during the quarter ended June 30, 2007 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B.   OTHER INFORMATION

Not applicable.

51

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Dionex Corporation:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Dionex Corporation and its subsidiaries (collectively, the “Company”) maintained effective internal control over financial reporting as of June 30, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of June 30, 2007, is fairly stated, in all material respects, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2007, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended June 30, 2007 of the Company and our reports dated August 29, 2007 expressed unqualified opinions on those consolidated financial statements and financial statement schedule (which report on the consolidated financial statements includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment).

/s/  Deloitte & Touche LLP

San Jose, California

August 29, 2007

52

PART III

Item 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS

The information required by Item 10 of Form 10-K with respect to identification of directors is incorporated by reference to the information contained in the sections captioned “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting and Compliance” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held October 30, 2007, the “2007 Proxy Statement”, which will be filed in accordance with Regulation 14A under the Exchange Act.

IDENTIFICATION OF OFFICERS

See Page 14 of this Report captioned “Executive Officers of Dionex Corporation,” which is incorporated herein by reference.

CORPORATE GOVERNANCE

The information required by Item 10 of Form 10-K with respect to the Audit Committee is incorporated by reference to the information contained in “Election of Directors” in the 2007 Proxy Statement.

CODE OF ETHICS

See Page 11 of this Report captioned “Available Information,” which is incorporated herein by reference.

Item 11.   EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K regarding executive compensation is incorporated by reference to the information contained in the sections captioned “Executive Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the 2007 Proxy Statement.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 of Form 10-K is incorporated by reference to the information contained in the section captioned “Security Ownership of Certain Beneficial Owners and Management” in the 2007 Proxy Statement.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 of Form 10-K is incorporated by reference to the information contained in the section captioned “Election of Directors” in the 2007 Proxy Statement.

Item 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 of Form 10-K is incorporated by reference to the information contained in the sections captioned “Independent Registered Public Accounting Firm’s Fees,” “Policy on Audit Committee Pre-Approval” and “Audit Committee Disclosure” in the 2007 Proxy Statement.

PART IV

Item 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  (1) Financial Statements — See Index to Financial Statements at page 29 of this Report.

(2) Financial Statement Schedule — See Index to Financial Statement Schedules at page 55 of this Report.

(3) Exhibits — See Exhibit Index at page 58 through 59 of this Report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DIONEX CORPORATION

By  /s/  Lukas Braunschweiler

Lukas Braunschweiler

President and Chief Executive Officer

Date: August 29, 2007

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lukas Braunschweiler and Craig A. McCollam, and each or either of them, each with the power of substitution, his attorney-in-fact, to sign any amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Dionex Corporation and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Lukas Braunschweiler Lukas Braunschweiler	President, Chief Executive Officer, and Director (Principal Executive Officer)	August 29, 2007
/s/  Craig A. McCollam Craig A. McCollam	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 29, 2007
/s/  A. Blaine Bowman A. Blaine Bowman	Director	August 29, 2007
/s/  David L. Anderson David L. Anderson	Director	August 29, 2007
/s/  Roderick McGeary Roderick McGeary	Director	August 29, 2007
/s/  Riccardo Pigliucci Riccardo Pigliucci	Lead Director	August 29, 2007
/s/  Michael W. Pope Michael W. Pope	Director	August 29, 2007

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INDEX TO FINANCIAL STATEMENT SCHEDULES

	Page
FINANCIAL STATEMENT SCHEDULE
Report of Independent Registered Public Accounting Firm		56
Schedule II — Valuation and Qualifying Accounts and Reserves		57

All other schedules are omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto.

55

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Dionex Corporation:

We have audited the consolidated financial statements of Dionex Corporation and its subsidiaries (collectively, the “Company”) as of June 30, 2007 and 2006, and for each of the three years in the period ended June 30, 2007, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2007, and the effectiveness of the Company’s internal control over financial reporting as of June 30, 2007, and have issued our reports thereon dated August 29, 2007 (which report on the consolidated financial statements includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment). Such reports are included elsewhere in this Annual Report on Form 10-K for the year ended June 30, 2007. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15(a)(2). The consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/  Deloitte & Touche LLP

San Jose, California

August 29, 2007

56

SCHEDULE II

DIONEX CORPORATION

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

YEARS ENDED JUNE 30, 2007, 2006 AND 2005

					Charged
	Balance				(Credited)						Balance
	Beginning of				to Other						End of
	Year		Additions		Accounts(1)			Deductions(2)			Year
	(In thousands)
YEAR ENDED JUNE 30, 2007:	$	674	$	—	$	41		$	(105	)	$	610
Allowance for doubtful accounts
YEAR ENDED JUNE 30, 2006:	$	953	$	—	$	37		$	(316	)	$	674
Allowance for doubtful accounts
YEAR ENDED JUNE 30, 2005:	$	760	$	350	$	(15	)	$	(142	)	$	953
Allowance for doubtful accounts

(1)	Effects of exchange rate changes
(2)	Accounts written off, net of recoveries

57

EXHIBIT INDEX

Exhibit
Number			Description	Reference
	3	.1	Restated Certificate of Incorporation, filed December 12, 1988		(2)
	3	.2	Certificate of Amendment of Restated Certificate of Incorporation, filed December 1, 1999
	3	.3	Bylaws, as amended on July 29, 2002		(5)
	3	.4	Amendment to Bylaws, adopted on January 11, 2007		(11)
	4	.1	Stockholder Rights Agreement dated January 21, 1999, between Dionex Corporation and Bank Boston N.A.		(3)
	10	.1	Medical Care Reimbursement Plan (Exhibit 10.17)		(1)
	10	.2	Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.15)		(4)
	10	.3	First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation		(6)
	10	.4	Dionex Corporation 2004 Equity Incentive Plan, as amended October 2006
	10	.5	Form of Stock Option Agreement for non-employee directors (Exhibit 99.2)		(8)
	10	.6	Form of Stock Option Agreement for other than non-employee directors (Exhibit 99.3)		(8)
	10	.7	Employee Stock Participation Plan (Exhibit 10.13)		(7)
	10	.8	Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and Dionex Corporation (Exhibit 10.1)		(9)
	10	.9	Change in Control Severance Benefit Plan (Exhibit 10.15)		(10)
	10	.10	Third amendment to Credit Agreement dated December 1, 2006 between Wells Fargo Bank and Dionex Corporation		(12)
	10	.11	Executive Employment Agreement for Lukas Braunschweiler dated November 20, 2006		(13)
	21	.1	Subsidiaries of Dionex Corporation
	23	.1	Consent of Independent Registered Public Accounting Firm
	24	.1	Power of Attorney (reference is made to the signature page of this report on Form 10-K)
	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

(1)	Incorporated by reference to the indicated exhibit in Amendment No. 1 of our Registration Statement on Form S-1 filed December 7, 1982.
(2)	Incorporated by reference to the corresponding exhibit in our Annual Report on Form 10-Q filed September 20, 1989.
(3)	Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form 10-Q filed February 16, 1999.
(4)	Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed February 14, 2001.
(5)	Incorporated by reference to the indicated Exhibit 10.17 in our Annual Report on Form 10-K filed August 28, 2002.

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(6)	Incorporated by reference to the indicated Exhibit in our Annual Report on Form 10-K filed September 24, 2003.
(7)	Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed September 10, 2004.
(8)	Incorporated by reference to our Registration Statement on Form S-8 filed December 8, 2004.
(9)	Incorporated by reference to the indicated exhibit in our current Report on Form 8-K filed December 22, 2004.
(10)	Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed May 10, 2005.
(11)	Incorporated by reference to the indicated exhibit in our Form 8-K filed January 17, 2007.
(12)	Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed May 10, 2007.
(13)	Incorporated by reference to the indicated exhibit in our Form 8-K filed November 21, 2006.

59

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DIONEX CORPORATION

(a Delaware corporation)

     DIONEX CORPORATION, a Delaware corporation (the”Corporation”), does hereby certify:

     First: The name of the Corporation is DIONEX CORPORATION

     Second: The date on which the Corporation’s original Certificate of Incorporation was filed with the Delaware Secretary of State is September 5, 1986.

     Third: The Board of Directors of the Corporation, acting in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend and restate Article Fourth of the Restated Certificate of Incorporation of the Corporation to read in full as follows:

          FOURTH. The total number of shares of stock that the corporation shall have authority to issue is eighty million (80,000,000) shares of Common Stock with par value of $0.001 per share, and one million (1,000,000 shares of Preferred Stock with a par value of $0.001 per share.

          The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is expressly authorized in the resolution or resolutions providing for the issue of any wholly unissued series of Preferred Stock, to fix, state, and express the powers, rights, designations, preferences, qualification, limitations, and restriction thereof, including, without limitation: the rate of dividends upon which and the times at which dividends on shares of such series shall be payable and the preference, if any, which such dividends shall have relative to dividends on shares of any other class or classes or any series of stock of the corporation; whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends on shares of such series shall be cumulative; the voting rights, if any, to be provided for shares of such series; the rights, if any, which the holders of shares of such series shall have in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the corporation; the rights, if any, which the holders of shares of such series shall have to convert such shares into or exchange such shares for shares of stock of the corporation and the terms and conditions, including price and rate of exchange of such conversion or exchange; the redemption (including sinking fund provisions), if any, for shares of such series; and such other powers, rights, designations, preferences, qualifications, limitations, and restrictions as the Board of Directors may desire to so fix. The Board of Directors if also expressly authorized to fix the number of shares constituting such series and to increase or decrease the number of shares of any series prior to the issue of shares of that series and to decrease, but not increase, the number of shares of any series subsequent to the issue of shares

of that series, but not below the number of shares of such series than outstanding (in case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series).”

     Fourth: Thereafter pursuant to a resolution of the Board of Directors this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     Fifth: All other provisions of the Restated Certificate of Incorporation shall remain in full force and effect.

     IN WITNESS WHEREOF, DIONEX CORPORATION has caused Certificate of Amendment to be signed by its President and Chief Executive Officer and attested to by its Secretary this 1^st day of December, 1999.

DIONEX CORPORATION
 

/s/ A. Blaine Bowman  

A. Blaine Bowman 

President and Chief Executive Officer 

ATTEST:

/s/ James C. Gaither James C. Gaither Secretary

EX-10.4

Exhibit 10.4

Dionex Corporation

2004 Equity Incentive Plan

ADOPTED BY THE BOARD OF DIRECTORS: SEPTEMBER 7, 2004
APPROVED BY THE STOCKHOLDERS: OCTOBER 22, 2004
AS AMENDED AND RESTATED ON OCTOBER 27, 2006
AS AMENDED AND RESTATED AUGUST 7, 2007
TERMINATION DATE: SEPTEMBER 6, 2014

1. Purposes.

     (a) Successor and Continuation of Prior Plans. The Plan is intended as the successor and continuation of the Dionex Corporation Stock Option Plan and the Dionex Corporation 1988 Directors’ Stock Option Plan (the “Prior Plans”). Following the effective date of this Plan, no additional options shall be granted under the Prior Plans. Any shares remaining available for issuance pursuant to the exercise of options under the Prior Plans shall become incorporated into this Plan and available for issuance pursuant to Stock Awards granted hereunder. All outstanding options granted under the Prior Plans shall remain subject to the terms of the Prior Plans. Any shares subject to outstanding options granted under the Prior Plans that expire or terminate for any reason prior to exercise shall become available for issuance pursuant to Stock Awards granted hereunder. All Stock Awards granted subsequent to the effective date of this Plan shall be subject to the terms of this Plan.

     (b) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants.

     (c) Available Stock Awards. The Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Purchase Awards; (iv) Stock Bonus Awards; (v) Stock Appreciation Rights; (vi) Stock Unit Awards; and (vii) Other Stock Awards.

     (d) General Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Stock Awards, to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Stock Awards.

2. Definitions.

     (a) “Accountant” means the independent public accountants of the Company.

     (b) “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

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     (c) “Annual Grant” means an Option granted annually to all Eligible Directors who meet the specified criteria pursuant to Section 7(b)(ii).

     (d) “Annual Meeting” means the annual meeting of the stockholders of the Company.

     (e) “Automatic Option Grant Program” means the automatic option grant program in effect under Section 7 of the Plan.

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

     (g) “Capitalization Adjustment” has the meaning ascribed to that term in Section 12(a).

     (h) “Cause” means, with respect to a Participant, the occurrence of any of the following: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any material contract or agreement between the Participant and the Company or any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination is for Cause shall be made by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

     (i) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

          (i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding

2

voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;

          (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

          (iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur;

          (iv) there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

          (v) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

     The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

     Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply).

     (j) “Code” means the Internal Revenue Code of 1986, as amended.

     (k) “Committee” means a committee of one (1) or more members of the Board appointed by the Board in accordance with Section 3(d).

3

     (l) “Common Stock” means the common stock of the Company.

     (m) “Company” means Dionex Corporation, a Delaware corporation.

     (n) “Consultant” means any person, including an advisor, who (i) is engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services or (ii) is serving as a member of the Board of Directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

     (o) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service. For example, a change in status from an employee of the Company to a consultant to an Affiliate or to a Director shall not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence.

     (p) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

          (i) a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

          (ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;

          (iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

          (iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

     (q) “Covered Employee” means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

4

     (r) “Director” means a member of the Board.

     (s) “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

     (t) “Eligible Director” means a Director who is not an Employee and eligible to participate in the Automatic Option Grant Program.

     (u) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

     (v) “Entity” means a corporation, partnership or other entity.

     (w) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     (x) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the effective date of the Plan as set forth in Section 15, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

     (y) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

          (i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Fair Market Value of a share of Common Stock, unless otherwise determined by the Board, shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date in question, as reported in The Wall Street Journal or such other source as the Board deems reliable.

          (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith.

     (z) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

5

     (aa) “Initial Grant” means an Option granted to an Eligible Director who meets the specified criteria pursuant to Section 7(b)(i).

     (bb) “Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

     (cc) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

     (dd) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

     (ee) “Option” means a stock option to purchase shares of Common Stock granted pursuant to the Plan.

     (ff) “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

     (gg) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

     (hh) “Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 8(e).

     (ii) “Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms and conditions of the Plan.

     (jj) “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation”, and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

     (kk) “Own,” “Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of

6

securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

     (ll) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

     (mm) “Plan” means this Dionex Corporation 2004 Equity Incentive Plan.

     (nn) “Prior Plans” means the Dionex Corporation Stock Option Plan and the Dionex Corporation 1988 Directors’ Stock Option Plan.

     (oo) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

     (pp) “Securities Act” means the Securities Act of 1933, as amended.

     (qq) “Stock Appreciation Right” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 8(d).

     (rr) “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan.

     (ss) “Stock Award” means any right granted under the Plan, including an Option, a Stock Purchase Award, Stock Bonus Award, a Stock Appreciation Right, a Stock Unit Award or any Other Stock Award.

     (tt) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

     (uu) “Stock Bonus Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 8(b).

     (vv) “Stock Bonus Award Agreement” means a written agreement between the Company and a holder of a Stock Bonus Award evidencing the terms and conditions of a Stock Bonus Award grant. Each Stock Bonus Award Agreement shall be subject to the terms and conditions of the Plan.

     (ww) “Stock Purchase Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 8(a).

     (xx) “Stock Purchase Award Agreement” means a written agreement between the Company and a holder of a Stock Purchase Award evidencing the terms and conditions of a Stock Purchase Award grant. Each Stock Purchase Award Agreement shall be subject to the terms and conditions of the Plan.

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     (yy) “Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 8(c).

     (zz) “Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Stock Unit Award evidencing the terms and conditions of a Stock Unit Award grant. Each Stock Unit Award Agreement shall be subject to the terms and conditions of the Plan.

     (aaa) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

     (bbb) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

3. Administration.

     (a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee, as provided in Section 3(d). However, the Board may not delegate administration of the Automatic Option Grant Program.

     (b) Powers of Board. Except with respect to the Automatic Option Grant Program, the Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

          (i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.

          (ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

          (iii) To amend the Plan or a Stock Award as provided in Section 13.

          (iv) To terminate or suspend the Plan as provided in Section 14.

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          (v) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan.

          (vi) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside the United States.

     (c) Administration of Automatic Option Grant Program. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Automatic Option Grant Program:

          (i) To determine the provisions of each Option to the extent not specified in the Plan.

          (ii) To construe and interpret the Automatic Option Grant Program and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Automatic Option Grant Program or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Automatic Option Grant Program fully effective.

          (iii) To amend the Automatic Option Grant Program or an Option as provided in Section 13.

          (iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Automatic Option Grant Program.

     (d) Delegation to Committee.

          (i) General. The Board may delegate some or all of the administration of the Plan (except the Automatic Option Grant Program) to a Committee or Committees of one (1) or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

          (ii) Section 162(m) and Rule 16b-3 Compliance. In the sole discretion of the Board, the Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may

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(1) delegate to a committee of one or more members of the Board who need not be Outside Directors the authority to grant Stock Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award, or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, and/or (2) delegate to a committee of one or more members of the Board who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.

     (e) Delegation to an Officer. The Board may delegate to one or more Officers of the Company the authority to do one or both of the following (i) designate Officers and Employees of the Company or any of its Subsidiaries to be recipients of Stock Awards and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Officers and Employees of the Company; provided, however, that the Board resolutions regarding such delegation shall specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Notwithstanding the foregoing, the Board may not delegate authority to an Officer to determine the Fair Market Value of the Common Stock.

     (f) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

     (g) Cancellation and Re-Grant of Stock Awards. Neither the Board nor the Committee shall not have the authority to: (i) reprice any outstanding Stock Awards under the Plan, or (ii) cancel and re-grant any outstanding Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such event.

4. Shares Subject to the Plan.

     (a) Share Reserve. Subject to the provisions of Section 12(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate Five Million Twenty Thousand One Hundred Nineteen (5,020,119) shares of Common Stock. Such number of shares reserved for issuance consists of the number of shares remaining available for issuance under the Prior Plans, including shares subject to outstanding options under the Prior Plans.

     (b) Reversion of Shares to the Share Reserve. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan.

     (c) Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

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5. Eligibility.

     (a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants.

     (b) Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

     (c) Section 162(m) Limitation on Annual Grants. Subject to the provisions of Section 12(a) relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Employee shall be eligible to be granted Options or Stock Appreciation Rights covering more than Four Hundred Thousand (400,000) shares of Common Stock during any calendar year.

     (d) Consultants. A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other rule governing the use of Form S-8.

6. Option Provisions.

     Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical; provided, however, that each Option Agreement shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

     (a) Term. The Board shall determine the term of an Option; provided, however, that subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date on which it was granted.

     (b) Exercise Price of an Incentive Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

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     (c) Exercise Price of a Nonstatutory Stock Option. The exercise price of each Nonstatutory Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner consistent with the provisions of Section 424(a) of the Code.

     (d) Consideration. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the sole discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the Company (either by actual delivery or attestation) of other Common Stock at the time the Option is exercised, (2) by a “net exercise” of the Option (as further described below), (3) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds or (4) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). At any time that the Company is incorporated in Delaware, payment of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment.

     In the case of a “net exercise” of an Option, the Company will not require a payment of the exercise price of the Option from the Participant but will reduce the number of shares of Common Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value that does not exceed the aggregate exercise price. With respect to any remaining balance of the aggregate exercise price, the Company shall accept a cash payment from the Participant. Shares of Common Stock will no longer be outstanding under an Option (and will therefore not thereafter be exercisable) following the exercise of such Option to the extent of (i) shares used to pay the exercise price of an Option under the “net exercise,” (ii) shares actually delivered to the Participant as a result of such exercise, and (iii) shares withheld for purposes of tax withholding.

     (e) Transferability of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

     (f) Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock Option shall be transferable pursuant to a domestic relations order and to such further extent provided in

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the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

     (g) Vesting Generally. The total number of shares of Common Stock subject to an Option may vest and therefore become exercisable in periodic installments that may be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 6(g) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.

     (h) Termination of Continuous Service. In the event that an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the expiration of the term of the Option as set forth in the Option Agreement or (ii) the date ninety (90) days following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement). If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

     (i) Extension of Termination Date. An Optionholder’s Option Agreement may provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the Option Agreement or (ii) the expiration of a period of ninety (90) days after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.

     (j) Disability of Optionholder. In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the expiration of the term of the Option as set forth in the Option Agreement or (ii) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Option Agreement). If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

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     (k) Death of Optionholder. In the event that (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death pursuant to Section 6(e) or 6(f), but only within the period ending on the earlier of (i) the expiration of the term of such Option as set forth in the Option Agreement or (ii) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement). If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

     (l) Early Exercise. The Option may include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. The Company shall not be required to exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option.

7. Automatic Option Grants to Eligible Directors.

     The Automatic Option Grant Program allows Eligible Directors to receive option grants automatically at designated intervals over their period of service on the Board. The Automatic Option Grant Program is intended as a successor and continuation of the Company’s 1988 Directors’ Stock Option Plan.

     (a) Eligibility. Options under the Automatic Option Grant Program shall be granted automatically to all Eligible Directors.

     (b) Non-Discretionary Grants.

          (i) Initial Grants. Without any further action of the Board, each person who after October 22, 2004 is elected or appointed for the first time to be an Eligible Director automatically shall, upon the date of his or her initial election or appointment as an Eligible Director, be granted a Nonstatutory Stock Option to purchase Sixteen Thousand (16,000) shares of Common Stock on the terms and conditions set forth herein (the “Initial Grant”).

          (ii) Annual Grants. Without any further action of the Board, on the date of each Annual Meeting, commencing with the Annual Meeting in 2004, each person who is then an Eligible Director automatically shall be granted a Nonstatutory Stock Option to purchase Four Thousand (4,000) shares of Common Stock on the terms and conditions set forth herein (the Annual Grant”); provided, however, that if the person has not been serving as an Eligible Director for the entire period since the preceding Annual Meeting, then the number of shares

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subject to such Annual Grant shall be reduced pro rata for each full quarter prior to the date of grant during which such person did not serve as an Eligible Director.

     (c) Option Provisions.

     Each Option shall be in such form and shall contain such terms and conditions as required by the Automatic Option Grant Program. Each Option shall contain such additional terms and conditions, not inconsistent with that program, as the Board shall deem appropriate. Each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

          (i) Option Type. Each Option granted hereunder shall be a Nonstatutory Stock Option.

          (ii) Term. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

          (iii) Exercise Price. The exercise price of each Option shall be one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted.

          (iv) Consideration. The purchase price of stock acquired pursuant to an Option granted under the Automatic Option Grant Program may be paid with the same consideration permitted for Options granted under the Plan.

          (v) Transferability. Except as otherwise provided for in this Section 7(c)(v), an Option is transferable only by will or by the laws of descent and distribution and exercisable only by the Optionholder during the life of the Optionholder. However, an Option may be transferred for no consideration upon written consent of the Board if (i) at the time of transfer, a Form S-8 registration statement under the Securities Act is available for the issuance of shares by the Company upon the exercise of such transferred Option or (ii) the transfer is to the Optionholder’s employer at the time of transfer or an affiliate of the Optionholder’s employer at the time of transfer. Any such transfer is subject to such limits as the Board may establish, and subject to the transferee agreeing to remain subject to all the terms and conditions applicable to the Option prior to such transfer. The forgoing right to transfer the Option shall apply to the right to consent to amendments to the Stock Option Agreement for such Option. In addition, until the Optionholder transfers the Option, an Optionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

          (vi) Vesting. The Initial Grant and the Annual Grant shall vest and become exercisable as determined by the Board at the time of grant.

          (vii) Early Exercise. The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Common Stock so

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purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. The Company will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option.

          (viii) Termination of Continuous Service. In the event that an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the expiration of the term of the Option as set forth in the Option Agreement or (ii) the date ninety (90) days following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement). If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

          (ix) Extension of Termination Date. If the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option as set forth in the Option Agreement or (ii) the expiration of a period of ninety (90) days after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.

          (x) Disability of Optionholder. In the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Option shall immediately vest so that the Option shall be exercised for any or all shares subject to the Option as fully vested shares of Common Stock. In such an event, the Optionholder may exercise his or her Option within such period of time ending on the earlier of (i) the date twelve (12) months following such termination, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

          (xi) Death of Optionholder. In the event (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the limited exercise period after the termination of the Optionholder’s Continuous Service for a reason other than death, the Option shall immediately vest so that the Option shall be exercised for any or all shares subject to the Option as fully vested shares of Common Stock. In such an event, the Option may be exercised by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death, but only within the period ending on the earlier of (1) the date twelve (12) months following the date of death, or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

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8. Provisions of Stock Awards other than Options.

     (a) Stock Purchase Awards. Each Stock Purchase Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. At the Board’s election, shares of Common Stock may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Stock Purchase Award lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Stock Purchase Award Agreements may change from time to time, and the terms and conditions of separate Stock Purchase Award Agreements need not be identical; provided, however, that each Stock Purchase Award Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

          (i) Purchase Price. At the time of the grant of a Stock Purchase Award, the Board will determine the price to be paid by the Participant for each share subject to the Stock Purchase Award. To the extent required by applicable law, the price to be paid by the Participant for each share of the Stock Purchase Award will not be less than the par value of a share of Common Stock.

          (ii) Consideration. At the time of the grant of a Stock Purchase Award, the Board will determine the consideration permissible for the payment of the purchase price of the Stock Purchase Award. The purchase price of Common Stock acquired pursuant to the Stock Purchase Award shall be paid either: (i) in cash at the time of purchase or (ii) in any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.

          (iii) Vesting. Shares of Common Stock acquired under a Stock Purchase Award may be subject to a share repurchase right or option in favor of the Company in accordance with a vesting schedule to be determined by the Board.

          (iv) Termination of Participant’s Continuous Service. In the event that a Participant’s Continuous Service terminates, the Company shall have the right, but not the obligation, to repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the Stock Purchase Award Agreement. At the Board’s election, the repurchase price may be at the lesser of: (i) the Fair Market Value on the relevant date or (ii) the Participant’s original cost. The Company shall not be required to exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following the purchase of the restricted stock unless otherwise determined by the Board or provided in the Stock Purchase Award Agreement.

          (v) Transferability. Rights to purchase or receive shares of Common Stock granted under a Stock Purchase Award shall be transferable by the Participant only upon such terms and conditions as are set forth in the Stock Purchase Award Agreement, as the Board shall determine in its sole discretion, and so long as Common Stock awarded under the Stock Purchase Award remains subject to the terms of the Stock Purchase Award Agreement.

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     (b) Stock Bonus Awards. Each Stock Bonus Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. At the Board’s election, shares of Common Stock may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Stock Bonus Award lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Stock Bonus Award Agreements may change from time to time, and the terms and conditions of separate Stock Bonus Award Agreements need not be identical; provided, however, that each Stock Bonus Award Agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

          (i) Consideration. A Stock Bonus Award may be awarded in consideration for (i) past services actually rendered to the Company or an Affiliate or (ii) any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.

          (ii) Vesting. Shares of Common Stock awarded under the Stock Bonus Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

          (iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company may receive via a forfeiture condition, any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination of Continuous Service under the terms of the Stock Bonus Award Agreement.

          (iv) Transferability. Rights to acquire shares of Common Stock under the Stock Bonus Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Stock Bonus Award Agreement, as the Board shall determine in its sole discretion, so long as Common Stock awarded under the Stock Bonus Award Agreement remains subject to the terms of the Stock Bonus Award Agreement.

     (c) Stock Unit Awards. Each Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Stock Unit Award Agreements need not be identical; provided, however, that each Stock Unit Award Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

          (i) Consideration. At the time of grant of a Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.

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          (ii) Vesting. At the time of the grant of a Stock Unit Award, the Board may impose such restrictions or conditions to the vesting of the Stock Unit Award as it, in its sole discretion, deems appropriate.

          (iii) Payment. A Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration as determined by the Board and contained in the Stock Unit Award Agreement.

          (iv) Additional Restrictions. At the time of the grant of a Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Stock Unit Award after the vesting of such Stock Unit Award.

          (v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Stock Unit Award, as determined by the Board and contained in the Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Stock Unit Award credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Stock Unit Award Agreement to which they relate.

          (vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Stock Unit Award Agreement, such portion of the Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

     (d) Stock Appreciation Rights. Each Stock Appreciation Right Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Stock Appreciation Right Agreements may change from time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; provided, however, that each Stock Appreciation Right Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

          (i) Strike Price and Calculation of Appreciation. Each Stock Appreciation Right will be denominated in share of Common Stock equivalents. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of share of Common Stock equivalents in which the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) an amount (the strike price) that will be determined by the Board at the time of grant of the Stock Appreciation Right.

          (ii) Vesting. At the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions or conditions to the vesting of such Stock Appreciation Right as it, in its sole discretion, deems appropriate.

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          (iii) Exercise. To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.

          (iv) Payment. The appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.

          (v) Termination of Continuous Service. In the event that a Participant’s Continuous Service terminates, the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such Stock Appreciation Right as of the date of termination) but only within such period of time ending on the earlier of (i) the date ninety (90) days following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the Stock Appreciation Right Agreement) or (ii) the expiration of the term of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her Stock Appreciation Right within the time specified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall terminate.

     (e) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock may be granted either alone or in addition to Stock Awards provided for under Section 6 and the preceding provisions of this Section 8. Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

9. Covenants of the Company.

     (a) Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards.

     (b) Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.

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10. Use of Proceeds from Stock.

     Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

11. Miscellaneous.

     (a) Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

     (b) Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

     (c) No Employment or other Service Rights. Nothing in the Plan, any Stock Award Agreement or other instrument executed thereunder or any Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

     (d) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

     (e) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant

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to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

     (f) Withholding Obligations. To the extent provided by the terms of a Stock Award Agreement, the Company may in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; or (iii) by such other method as may be set forth in the Stock Award Agreement.

     (g) Electronic Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet.

12. Adjustments upon Changes in Stock.

     (a) Capitalization Adjustments. If any change is made in, or other event occurs with respect to, the Common Stock subject to the Plan or subject to any Stock Award without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company) (each a “Capitalization Adjustment”), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to Sections 4(a) and 4(b), the maximum number of securities subject to award to any person pursuant to Section 5(c), the shares subject to each subsequent Initial Grant and Annual Grant under the Automatic Option Grant Program, and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.

     (b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase option may be repurchased by the

22

Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service; provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

     (c) Corporate Transaction. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company, as the case may be, pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company), if any, in connection with such Corporate Transaction. A surviving corporation or acquiring corporation may not choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award. The terms of any assumption, continuation or substitution shall be set by the Board in accordance with the provisions of Section 3. In the event that any surviving corporation or acquiring corporation does not assume or continue all such outstanding Stock Awards or substitute similar stock awards for all such outstanding Stock Awards, then with respect to Stock Awards that have been not assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised (if applicable) at or prior to such effective time, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall (contingent upon the effectiveness of the Corporate Transaction) lapse. With respect to any other Stock Awards outstanding under the Plan that have not been assumed, continued or substituted, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) shall not be accelerated, unless otherwise provided in a written agreement between the Company or any Affiliate and the holder of such Stock Award, and such Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of repurchase) shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction.

     (d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.

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13. Amendment of the Plan and Stock Awards.

     (a) Amendment of Plan. Subject to the limitations, if any, of applicable law, the Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 12(a) relating to Capitalization Adjustments, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable law.

     (b) Stockholder Approval. The Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees.

     (c) Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

     (d) No Impairment of Rights. Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

     (e) Amendment of Stock Awards. The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable than previously provided in the agreement evidencing a Stock Award, subject to any specified limits in the Plan that are not subject to Board discretion; provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

14. Termination or Suspension of the Plan.

     (a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on September 6, 2014, the date prior to the tenth (10th) anniversary of the earlier of (i) the date the Plan was adopted by the Board, or (ii) the date the Plan was approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

     (b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the Participant.

15. Effective Date of Plan.

     The Plan shall become effective as determined by the Board, but no Stock Award shall be exercised (or, in the case of a stock bonus, shall be granted) unless and until the Plan has been

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approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

16. Choice of Law.

     The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF DIONEX CORPORATION

     The following table sets forth the names of the subsidiaries of Dionex Corporation, the state or other jurisdiction of incorporation or organization of each, and the names under which subsidiaries do business as of June 30, 2007.

	State or other
	Jurisdiction of	Name under which
	incorporation or	subsidiary does
Name of Subsidiary	organization	business
Dionex (U.K.) Limited	England	Dionex (U.K.) Ltd.
Dionex GmbH Federal Republic of	Germany	Dionex GmbH
Dionex S.r.l.	Italy	Dionex S.r.l.
Dionex S.A.	France	Dionex S.A.
Dionex(Europe)Management AG	Switzerland	Dionex European Management
Dionex Export Corporation	U.S. Virgin Islands	Dionex Export Corporation
Dionex Canada Ltd. /Ltee.	Canada	Dionex Canada Ltd./Ltee
Dionex Benelux B.V.	The Netherlands	Dionex Benelux B.V.
Nippon Dionex K.K.	Japan	Nippon Dionex K.K.
Dionex (Switzerland) AG	Switzerland	Dionex(Switzerland) AG
Dionex Austria GmbH	Austria	Dionex Austria GmbH
Dionex Softron GmbH	Germany	Dionex Softron GmbH
Dionex Holding GmbH	Germany	Dionex Holding GmbH
Dionex Denmark A/S	Denmark	Dionex Denmark A/S
Dionex China Ltd.	China	Dionex China Ltd.
Dionex Korea Ltd.	Korea	Dionex Korea Ltd.
Dionex Pty Ltd. (AU)	Australia	Dionex Pty Ltd.
Dionex Pty Ltd. (NZ)	New Zealand	Dionex Pty Ltd.
Dionex (India) Pvt. Ltd.	India	Dionex (India) Pvt. Ltd.
Dionex Brazil Ltda	Brazil	Dionex      Brazil      Instrumentos Cientificos Ltda
Dionex Taiwan Ltd.	Taiwan	Dionex Taiwan Ltd.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements Nos. 333-121081, 333-83444, 333-93473, 33-12399, 333-39319, 33-78584, 33-40796, 333-65081 and 33-142014 on Form S-8 of our reports relating to the consolidated financial statements and consolidated financial statement schedule of Dionex Corporation and its subsidiaries, and management’s report on the effectiveness of internal control over financial reporting dated August 29, 2007 (which report on the consolidated financial statements includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment) appearing in the Annual Report on Form 10-K of Dionex Corporation for the year ended June 30, 2007.

/s/ Deloitte & Touche LLP

San Jose, California
August 29, 2007

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Lukas Braunschweiler, certify that:

1.	I have reviewed this Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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 the 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: August 29, 2007

/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 Annual Report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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

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 the 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: August 29, 2007

/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, hereby certifies that, to the best of his knowledge:

1. Our Annual Report on Form 10-K for the period ended June 30, 2007, and to which this Certification is attached (the “Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of our operations.

By: /s/ Lukas Braunschweiler

Name: Lukas Braunschweiler

Title: President, Chief Executive Officer and Director

Dated: August 29, 2007

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICIER

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

1. Our Annual Report on Form 10-K for the period ended June 30, 2007, and to which this Certification is attached (the “Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of our operations.

By: /s/ Craig A. McCollam

Name: Craig A. McCollam

Title: Chief Financial Officer

Dated: August 29, 2007