AUSTIN, Texas, Jan. 31, 2013 /PRNewswire/ --

Q4 2012 Highlights


    --  Record revenue of $300 million, up 8 percent year-over-year on a GAAP
        basis and 7 percent year-over-year on a non-GAAP basis
    --  GAAP gross margin of 75.2 percent and non-GAAP gross margin of 76.0
        percent
    --  Fully diluted GAAP EPS of $0.17
    --  Fully diluted non-GAAP EPS of $0.29
    --  EBITDA of $45 million, or $0.37 per share
    --  $335 million in cash and short-term investments as of Dec. 31, 2012

National Instruments (Nasdaq: NATI) today announced record Q4 revenue of $300 million, an increase of 8 percent year-over-year on a GAAP basis and up 7 percent year-over-year on a non-GAAP basis. In Q4, orders between $20,000 and $100,000 were up by 6 percent year-over-year while orders over $100,000 grew 37 percent year-over-year. The company's orders less than $20,000 decreased by 1 percent year-over-year, reflecting the continued weakness in the Global PMI in Q4.

GAAP net income was $21 million in Q4, with fully diluted earnings per share (EPS) of $0.17. Included in the GAAP results is a $6.8 million, or $0.06 per share, adjustment to the acquisition earn-out accrual related to NI's acquisition of AWR in June 2011. This increase in the accrual is a result of AWR's performance exceeding the company's prior expectations.

Non-GAAP net income for Q4 was $35 million, with non-GAAP fully diluted EPS of $0.29. The company's non-GAAP results exclude the impact of stock-based compensation, amortization of acquisition-related intangibles, acquisition accounting for deferred revenue, acquisition earn-out accrual, and acquisition-related transaction costs. Reconciliations of the company's GAAP and non-GAAP results are included as part of this news release.

A significant contributor to National Instruments' success this year was winning the largest application sale in the history of the company. This application involves the use of NI LabVIEW system design software and the NI PXI hardware platform to rapidly develop a production test solution. In 2012, National Instruments received $59 million in orders for this application, and the company believes it will receive significant future orders from this customer during 2013.

"Since we founded the company in 1976, the role NI technology plays in building measurement systems has evolved substantially to best fit the changing needs of our customers," said Dr. James Truchard, NI president, CEO and co-founder. "I remain optimistic that our differentiated approach through graphical system design, the industry shift away from rack-and-stack to a modular approach and our on-going commitment to customer success continue to set National Instruments apart from others in our industry."

As the company previously announced, on Oct. 1, 2012, National Instruments created a new geographical territory in Asia, resulting in four regions: Americas, Europe, East Asia and Emerging Markets. Geographically, revenue in U.S. dollar terms for Q4 2012 compared to Q4 2011 was up 3 percent in the Americas, down 8 percent in Europe, up 24 percent in East Asia and up 42 percent in Emerging Markets. In local currency terms, revenue was down 5 percent in Europe, up 25 percent in East Asia and up 33 percent in Emerging Markets.

As of Dec. 31, NI had $335 million in cash and short-term investments, decreasing by $29 million from Q3. During the quarter, National Instruments paid $25 million for several acquisitions, including Signalion; distributed $17 million for dividends; and invested $10 million in the completion of its new manufacturing facility and the purchase of additional property. The National Instruments Board of Directors approved a quarterly dividend of $0.14 per share on the company's common stock payable on March 11 to shareholders of record on Feb. 19.

FY 2012 Highlights


    --  Record revenue of $1.14 billion, up 12 percent year-over-year on a GAAP
        basis and up 10 percent year-over-year on a non-GAAP basis
    --  GAAP gross margin of 75.5 percent
    --  Non-GAAP gross margin of 76.4 percent
    --  GAAP operating margin of 10 percent
    --  Non-GAAP operating margin of 14.4 percent
    --  Fully diluted GAAP EPS of $0.73
    --  Fully diluted non-GAAP EPS of $1.03
    --  Record annual revenue for PXI, CompactRIO and CompactDAQ products
    --  NI named to the Great Place to Work® Institute's 25 Best Multinational
        Companies to Work For list for the second consecutive year and its 100
        Best Companies to Work For list for the 14th consecutive year

Full-year 2012 revenue was $1.14 billion, up 12 percent year-over-year on a GAAP basis and up 10 percent year-over-year on a non-GAAP basis. GAAP net income for 2012 was $90 million, with fully diluted GAAP EPS of $0.73, and non-GAAP net income was $127 million, with non-GAAP fully diluted EPS of $1.03.

"We believe our ability to grow revenue and maintain our operating profit in 2012, despite significant economic headwinds, demonstrated the strength of our disruptive approach," said Alex Davern, EVP, COO and CFO. "Our goals for 2013 are to continue to leverage the investments we have already made to drive sustained revenue growth and to continue to drive toward our long-term target of 18 percent non-GAAP operating income."

Guidance for Q1 2013

The company continues to be cautious in planning for 2013 and anticipates the Global PMI to remain weak through Q2. NI currently expects Q1 revenue to be between $276 million and $296 million. The company expects fully diluted GAAP EPS between $0.12 and $0.22, with non-GAAP fully diluted EPS expected to be between $0.19 and $0.29. Included in the guidance for Q1 is a $0.03 per share benefit from the recognition of the 2012 benefit of the R&D tax credit in Q1 2013.

Non-GAAP Presentation

In addition to disclosing results determined in accordance with GAAP, NI discloses certain non-GAAP operating results and non-GAAP information that exclude certain charges. In this news release, the company has presented its revenue, gross profit, gross margin, operating expenses, operating income, operating margin, income before income taxes, provision for income taxes, net income and basic and fully diluted EPS for the three- and 12-month periods ending Dec. 31, 2012 and 2011, on a GAAP and non-GAAP basis. NI is also providing guidance on its non-GAAP fully diluted EPS. When presenting non-GAAP information, the company includes a reconciliation of the non-GAAP results to the GAAP results. Management believes that including the non-GAAP results assists investors in assessing the company's operational performance and its performance relative to its competitors. The company presents these non-GAAP results as a complement to results provided in accordance with GAAP, and these results should not be regarded as a substitute for GAAP. Management uses these non-GAAP measures to manage and assess the profitability and performance of its business and does not consider stock-based compensation expense, amortization of acquisition-related intangibles, acquisition accounting for deferred revenue, adjustments related to the company's contract dispute with the GSA, acquisition-related adjustments and acquisition-related transaction costs in managing its operations. Specifically, management uses non-GAAP measures to plan and forecast future periods, to establish operational goals, to compare with its business plan and individual operating budgets, to measure management performance for the purposes of executive compensation including payments to be made under bonus plans, to assist the public in measuring the company's performance relative to the company's long-term public performance goals, to allocate resources and, relative to the company's historical financial performance, to enable comparability between periods. Management also considers such non-GAAP results to be an important supplemental measure of its performance.

This news release also discloses the company's earnings before interest, taxes, depreciation and amortization (EBITDA) and EBITDA diluted EPS for the three- and 12-month periods ended Dec. 31, 2012 and 2011. The company believes that including the EBITDA results assists investors in assessing the company's operational performance relative to its competitors. A reconciliation of EBITDA and EBITDA diluted EPS to GAAP net income and GAAP diluted EPS is included with this news release.

Conference Call Information
Interested parties can listen to the Q4 2012 conference call today, Jan. 31, beginning at 4:00 p.m. CST, at ni.com/call. Additionally, a replay will be available shortly after the call ends through Feb. 5 at 7:00 p.m. CST by calling (855) 859-2056, confirmation code #85756419, or by visiting the company's website at ni.com/call.

Forward-Looking Statements
This release contains "forward-looking statements," including statements related to the company's belief it will receive significant future orders from a large customer during 2013, remaining optimistic that its differentiated approach sets NI apart from others in the industry; the strength of the company's disruptive approach; the company's goals for 2013; NI's drive toward its long-term target of 18 percent non-GAAP operating income; anticipated weakness in the Global PMI through Q2; and NI's Q1 guidance for revenue, GAAP and non-GAAP EPS, and expected benefit from the 2012 R&D tax credit. These statements are subject to a number of risks and uncertainties, including the risk of adverse changes or fluctuations in the global economy, component shortages, delays in the release of new products, fluctuations in customer demand for NI products, the company's ability to effectively manage its operating expenses, manufacturing inefficiencies, adjustments to acquisition earn-out accruals, foreign exchange fluctuations and the impact of NI's recent and any future acquisitions. Actual results may differ materially from the expected results.

The company directs readers to its Form 10-K for the fiscal year ended Dec. 31, 2011, its Form 10-Q for the quarter ended Sept. 30, 2012, and the other documents it files with the SEC for other risks associated with the company's future performance.

About National Instruments
Since 1976, National Instruments (www.ni.com) has equipped engineers and scientists with tools that accelerate productivity, innovation and discovery. NI's graphical system design approach to engineering provides an integrated software and hardware platform that speeds the development of any system needing measurement and control. The company's long-term vision and focus on improving society through its technology supports the success of its customers, employees, suppliers and shareholders. Readers can obtain investment information from the company's investor relations department by calling (512) 683-5090, emailing nati@ni.com or visiting www.ni.com/nati. (NATI-F)

CompactRIO, LabVIEW, National Instruments, NI and ni.com are trademarks of National Instruments. Other product and company names listed are trademarks or trade names of their respective companies.

    Contact:                   Caitlin Gursslin
                               Investor Relations
                               (512) 683-8456






                                                      National Instruments
                                                  Consolidated Balance Sheets
                                                         (in thousands)

                                                                                Dec. 31, 2012             Dec. 31,
                                                                                 (unaudited)                           2011
    Assets
    Current assets:
    Cash and cash equivalents                                                                  $161,996            $142,608
    Short-term investments                                                                      173,166             223,504
    Accounts receivable, net                                                                    187,060             157,056
    Inventories, net                                                                            169,990             131,995
    Prepaid expenses and other current assets                                                    48,009              38,082
    Deferred income taxes, net                                                                   27,479              26,304
                                                                                                 ------              ------
    Total current assets                                                                        767,700             719,549

    Property and equipment, net                                                                 249,721             190,148
    Goodwill                                                                                    147,258             130,747
    Intangible assets, net                                                                       93,913              83,866
    Other long-term assets                                                                       26,177              29,984
    Total assets                                                                             $1,284,769          $1,154,294
                                                                                             ==========          ==========

    Liabilities and Stockholders' Equity
    Current liabilities:
    Accounts payable                                                                            $65,080             $41,111
    Accrued compensation                                                                         29,978              29,616
    Deferred revenue - current                                                                   90,714              80,059
    Accrued expenses and other liabilities                                                       34,373              37,612
    Other taxes payable                                                                          24,811              24,507
                                                                                                 ------              ------
    Total current liabilities                                                                   244,956             212,905

    Deferred income taxes                                                                        47,630              43,186
    Liability for uncertain tax positions                                                        20,920              19,494
    Deferred revenue - long-term                                                                 20,446              10,015
    Other long-term liabilities                                                                  11,689              16,683
                                                                                                 ------              ------
    Total liabilities                                                                          $345,641            $302,283

    Stockholders' equity:
    Preferred stock                                                           $                       - $                 -
    Common stock                                                                                  1,229               1,207
    Additional paid-in capital                                                                  532,845             471,830
    Retained earnings                                                                           404,210             382,474
    Accumulated other comprehensive income (loss)                                                   844              (3,500)
                                                                                                    ---              ------
    Total stockholders' equity                                                                 $939,128            $852,011
                                                                                               --------            --------
    Total liabilities and stockholders' equity                                               $1,284,769          $1,154,294
                                                                                             ==========          ==========

                                                                                                                                                                                                                                            
                                                                                                             National Instruments
                                                                                                       Consolidated Statements of Income
                                                                                                     (in thousands, except per share data)
                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                               Three Months Ended     12 Months Ended
                                                                                                                                                                                                                                                    Dec. 31,              Dec. 31,
                                                                                                                                                                                                                                                   (Unaudited)          (Unaudited)
                                                                                                                                                                                                                                                   ----------            ----------
                                                                                                                                                                                                                                                             2012                2011           2012          2011
    Net sales:
    Product                                                                                                                                                                                                                                              $278,641            $256,606     $1,054,849      $955,613
    Software maintenance                                                                                                                                                                                                                                   21,685              21,445         87,494        81,667
    GSA accrual                                                                                                                                                                                                                                                 -                   -          1,349       (13,107)
                                                                                                                                                                                                                                                              ---                 ---          -----       -------
    Total net sales                                                                                                                                                                                                                                       300,326             278,051      1,143,692     1,024,173
                                                                                                                                                                                                                                                                                                                    
    Cost of sales:
    Product                                                                                                                                                                                                                                               $73,465             $66,499       $274,839      $235,839
    Software maintenance                                                                                                                                                                                                                                    1,116                 888          5,435         5,125
                                                                                                                                                                                                                                                            -----                 ---          -----         -----
    Total cost of sales                                                                                                                                                                                                                                    74,581              67,387        280,274       240,964
                                                                                                                                                                                                                                                                                                                    
    Gross profit                                                                                                                                                                                                                                         $225,745            $210,664       $863,418      $783,209
                                                                                                                                                                                                                                                         --------            --------       --------      --------
                                                                                                                                                                                                                                                                                                                    
    Operating expenses:
    Sales and marketing                                                                                                                                                                                                                                  $111,447            $102,221       $431,468      $388,768
    Research and development                                                                                                                                                                                                                               58,066              54,502        222,994       199,071
    General and administrative                                                                                                                                                                                                                             21,649              21,439         85,239        82,658
    Acquisition-related adjustment                                                                                                                                                                                                                          6,783                   -          6,783             -
                                                                                                                                                                                                                                                            -----                 ---          -----           ---
    Total operating expenses                                                                                                                                                                                                                             $197,945            $178,162       $746,484      $670,497
                                                                                                                                                                                                                                                         --------            --------       --------      --------
                                                                                                                                                                                                                                                                                                                    
    Operating income                                                                                                                                                                                                                                      $27,800             $32,502       $116,934      $112,712
                                                                                                                                                                                                                                                                                                                    
    Other income (expense):
    Interest income                                                                                                                                                                                                                                          $221                $280           $716        $1,319
    Net foreign exchange (loss)                                                                                                                                                                                                                              (107)             (1,338)        (2,246)       (2,755)
    Other income, net                                                                                                                                                                                                                                          77                  78           (567)         (142)
                                                                                                                                                                                                                                                              ---                 ---           ----          ----
                                                                                                                                                                                                                                                                                                                    
    Income before income taxes                                                                                                                                                                                                                            $27,991             $31,522       $114,837      $111,134
                                                                                                                                                                                                                                                                                                                    
    Provision for (benefit from) income taxes                                                                                                                                                                                                               7,278               7,195         24,700        17,062
                                                                                                                                                                                                                                                                                                                    
    Net income                                                                                                                                                                                                                                            $20,713             $24,327        $90,137       $94,072
                                                                                                                                                                                                                                                          -------             -------        -------       -------
                                                                                                                                                                                                                                                                                                                    
    Basic earnings per share                                                                                                                                                                                                                                $0.17               $0.20          $0.74         $0.79
                                                                                                                                                                                                                                                            -----               -----          -----         -----
    Diluted earnings per share                                                                                                                                                                                                                              $0.17               $0.20          $0.73         $0.78
                                                                                                                                                                                                                                                            -----               -----          -----         -----
                                                                                                                                                                                                                                                                                                                    
    Weighted average shares outstanding -
    Basic                                                                                                                                                                                                                                                 122,754             120,582        121,973       119,836
    Diluted                                                                                                                                                                                                                                               123,375             121,453        122,977       121,220
                                                                                                                                                                                                                                                                                                                    
    Dividends declared per share                                                                                                                                                                                                                            $0.14               $0.10          $0.56         $0.40


                                                                      National Instruments
                                                             Consolidated Statements of Cash Flows
                                                                         (in thousands)
                                                                                                       12 Months Ended
                                                                                                          Dec. 31,
                                                                                                         (Unaudited)
                                                                                                         ----------
                                                                                                        2012                2011
    Cash flow from operating activities:
    Net income                                                                                       $90,137             $94,072
    Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization                                                                     58,686              49,897
    Stock-based compensation                                                                          27,796              23,219
    Tax expense (benefit) from deferred income taxes                                                   1,853              (8,581)
    Tax (benefit) from stock option plans                                                             (2,198)             (5,151)
    Changes in operating assets and liabilities:
    Accounts receivable                                                                              (26,007)            (21,957)
    Inventories                                                                                      (36,154)            (11,817)
    Prepaid expenses and other assets                                                                 (7,037)             (1,350)
    Accounts payable                                                                                  23,419               5,573
    Deferred revenue                                                                                     604              16,953
    Taxes and other liabilities                                                                        1,417              29,041
    Net cash provided by operating activities                                                      $132, 516            $169,899
                                                                                                   ---------            --------

    Cash flow from investing activities:
    Capital expenditures                                                                             (89,073)            (54,830)
    Capitalization of internally developed software                                                  (11,721)            (12,065)
    Additions to other intangibles                                                                    (1,890)             (5,035)
    Acquisitions, net of cash received                                                               (25,481)            (73,558)
    Purchases of short-term investments                                                             (188,098)           (257,449)
    Sales and maturities of short-term investments                                                   238,436             166,104
    Net cash provided/(used) by investing activities                                                $(77,827)          $(236,833)
                                                                                                    --------           ---------

    Cash flow from financing activities:
    Proceeds from issuance of common stock                                                            30,902              32,905
    Dividends paid                                                                                   (68,401)            (47,961)
    Tax benefit from stock option plans                                                                2,198               5,151
    Net cash used by financing activities                                                           $(35,301)            $(9,905)
                                                                                                    --------             -------

    Net change in cash and cash equivalents                                                           19,388             (76,839)
    Cash and cash equivalents at beginning of period                                                 142,608             219,447
    Cash and cash equivalents at end of period                                                      $161,996            $142,608
                                                                                                    ========            ========



                                                   Detail of GAAP Charges Related to Revenue, Stock-Based Compensation,
                                            Amortization of Acquisition Intangibles and Acquisition-Related Transaction Costs
                                                                              (in thousands)
                                                                               (unaudited)


                                                                                                       Three Months Ended     12 Months Ended
                                                                                                            Dec. 31,             Dec. 31,
                                                                                                                      2012                2011              2012             2011
                                                                                                                    ----                ----              ----             ----
    Revenue
    Acquisition-related deferred revenue                                                        $                      -              $1,912            $2,156           $4,730
    GSA accrual                                                                                 -                                -             (1,349)           13,107
                                                                                              ---                              ---             ------            ------
    Provision for income taxes                                                                                         -                (669)             (282)          (6,242)
                                                                                                                     ---                ----              ----           ------
    Total                                                                                       $                      -              $1,243              $525          $11,595
                                                                                                                     ---

    Stock-based compensation
    Cost of sales                                                                                                   $430                $411            $1,719           $1,527
    Sales and marketing                                                                                            3,033               2,702            11,612            9,711
    Research and development                                                                                       2,919               2,625            10,909            8,870
    General and administrative                                                                                       908                 831             3,556            3,111
                                                                                                                     ---                 ---             -----            -----
    Provision for income taxes                                                                                    (2,193)             (2,041)           (7,579)          (6,827)
                                                                                                                  ------              ------            ------           ------
    Total                                                                                                         $5,097              $4,528           $20,217          $16,392



    Amortization of acquisition intangibles
    Cost of sales                                                                                                 $2,165              $2,469            $8,926           $7,064
    Sales and marketing                                                                                              476                 447             1,819            1,071
    Research and development                                                                  217                                -                217                 -
    Other income, net                                                                                                194                 190               765              955
    Provision for income taxes                                                                                      (964)               (993)           (3,717)          (2,736)
                                                                                                                    ----                ----            ------           ------
    Total                                                                                                         $2,088              $2,113            $8,010           $6,354


    Acquisition-related transaction costs
    Cost of sales                                                                                                   $(56)                $32              $(24)             $54
    Sales and marketing                                                                                              177                 220               606            1,349
    Research and development                                                                                         165                 106               360              176
    General and administrative                                                                                       355                  47               393              505
    Acquisition-related adjustment                                                          6,783                                -              6,783                 -
                                                                                            -----                              ---              -----               ---
    Provision for income taxes                                                                                      (105)               (142)             (348)            (288)
                                                                                                                    ----                ----              ----             ----
    Total                                                                                                         $7,319                $263            $7,770           $1,796


                                                                                             National Instruments
                                                                                 Reconciliation of GAAP to Non-GAAP Measures
                                                                                    (in thousands, except per share data)
                                                                                                 (unaudited)

                                                                                                                                      Three Months Ended                       12 Months Ended
                                                                                                                                           Dec. 31,                                Dec. 31,
                                                                                                                                     2012                2011                 2012                     2011
                                                                                                                                     ----                ----                 ----                     ----
    Reconciliation of Net Sales to Non-GAAP Net Sales
    Net sales, as reported                                                                                                     $300,326            $278,051           $1,143,692               $1,024,173
    Acquisition-related deferred revenue                                                                                     -            1,912                2,156                     4,730
    GSA accrual                                                                                                              -                -               (1,349)                   13,107
                                                                                                                           ---              ---               ------                    ------
    Non-GAAP net sales                                                                                                         $300,326            $279,963           $1,144,499               $1,042,010


    Reconciliation of Gross Profit to Non-GAAP Gross Profit
    Gross profit, as reported                                                                                                  $225,745            $210,664             $863,418                 $783,209
    Acquisition-related deferred revenue and GSA accrual                                                                     -            1,912                  807                    17,837
    Stock-based compensation                                                                                                        430                 411                1,719                    1,527
    Amortization of acquisition intangibles                                                                                       2,165               2,469                8,926                    7,064
    Acquisition-related transaction costs                                                                                           (56)                 32                  (24)                      54
                                                                                                                                    ---                 ---                  ---                      ---
    Non-GAAP gross profit                                                                                                      $228,284            $215,488             $874,846                 $809,691

       Non-GAAP gross margin                                                                                                         76%                 77%                  76%                      78%

    Reconciliation of Operating Expenses to Non-GAAP Operating Expenses
    Operating expenses, as reported                                                                                            $197,945            $178,162             $746,484                 $670,497
    Stock-based compensation                                                                                                     (6,860)             (6,158)             (26,077)                 (21,692)
    Amortization of acquisition intangibles                                                                                        (693)               (447)              (2,036)                  (1,071)
    Acquisition-related adjustment                                                                                               (6,783)                  -               (6,783)                       -
    Acquisition-related transaction costs                                                                                          (697)               (373)              (1,359)                  (2,030)
                                                                                                                                   ----                ----               ------                   ------
    Non-GAAP operating expenses                                                                                                $182,912            $171,184             $710,229                 $645,704


    Reconciliation of Operating Income to Non-GAAP Operating Income
    Operating income, as reported                                                                                               $27,800             $32,502             $116,934                 $112,712
    Acquisition-related deferred revenue and GSA accrual                                                                     -            1,912                  807                    17,837
    Stock-based compensation                                                                                                      7,290               6,569               27,796                   23,219
    Amortization of acquisition intangibles                                                                                       2,858               2,916               10,962                    8,135
    Acquisition-related adjustment                                                                                                6,783                   -                6,783                        -
    Acquisition-related transaction costs                                                                                           641                 405                1,335                    2,084
                                                                                                                                    ---                 ---                -----                    -----
    Non-GAAP operating income                                                                                                   $45,372             $44,304             $164,617                 $163,987

       Non-GAAP operating margin                                                                                                     15%                 16%                  14%                      16%

    Reconciliation of Income Before Income Taxes to Non-GAAP Income Before Income Taxes
    Income before income taxes, as reported                                                                                     $27,991             $31,522             $114,837                 $111,134
    Acquisition-related deferred revenue and GSA accrual                                                                     -            1,912                  807                    17,837
    Stock-based compensation                                                                                                      7,290               6,569               27,796                   23,219
    Amortization of acquisition intangibles                                                                                       3,052               3,106               11,727                    9,090
    Acquisition-related adjustment                                                                                                6,783                   -                6,783                        -
    Acquisition-related transaction costs                                                                                           641                 405                1,335                    2,084
                                                                                                                                    ---                 ---                -----                    -----
    Non-GAAP income before income taxes                                                                                         $45,757             $43,514             $163,285                 $163,364


    Reconciliation of Provision for Income Taxes to Non-GAAP Provision for Income Taxes
    Provision for (benefit from) income taxes, as reported                                                                       $7,278              $7,195              $24,700                  $17,062
    Acquisition-related deferred revenue and GSA accrual                                                                     -              669                  282                     6,242
    Stock-based compensation                                                                                                      2,193               2,041                7,579                    6,827
    Amortization of acquisition intangibles                                                                                         964                 993                3,717                    2,736
    Acquisition-related transaction costs                                                                                           105                 142                  348                      288
                                                                                                                                    ---                 ---                  ---                      ---
    Non-GAAP provision for income taxes                                                                                         $10,540             $11,040              $36,626                  $33,155

                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                    
                                                                                    Reconciliation of GAAP Net Income, Basic EPS and Diluted EPS to Non-GAAP Net Income, Basic EPS and Diluted EPS
                                                                                                                         (in thousands, except per share data)
                                                                                                                                      (unaudited)
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                    Three Months Ended           12 Months Ended
                                                                                                                                                                                                                                                                                         Dec. 31,                    Dec. 31,
                                                                                                                                                                                                                                                                                                  2012                      2011              2012               2011
                                                                                                                                                                                                                                                                                                  ----                      ----              ----               ----
    Net income, as reported                                                                                                                                                                                                                                                                             $20,713                   $24,327            $90,137            $94,072
    Adjustments to reconcile net income to non-GAAP net income:
    Acquisition-related deferred revenue and GSA accrual,                                                                                                                                                                                                                                            -                     1,243               525             11,595
    net of tax effect
    Stock-based compensation, net of tax effect                                                                                                                                                                                                                                                  5,097                     4,528            20,217             16,392
    Amortization of acquisition intangibles, net of tax effect                                                                                                                                                                                                                                   2,088                     2,113             8,010              6,354
    Acquisition-related adjustment                                                                                                                                                                                                                                                               6,783                         -             6,783                  -
    Acquisition-related transaction costs, net of tax effect                                                                                                                                                                                                                                       536                       263               987              1,796
                                                                                                                                                                                                                                                                                                   ---                       ---               ---              -----
    Non-GAAP net income                                                                                                                                                                                                                                                                                 $35,217                   $32,474           $126,659           $130,209
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                                       
    Basic EPS, as reported                                                                                                                                                                                                                                                                                $0.17                     $0.20              $0.74              $0.79
    Adjustment to reconcile basic EPS to non-GAAP basic EPS:
    Impact of acquisition-related deferred revenue and GSA accrual,                                                                                                                                                                                                                                  -                      0.01              0.00               0.10
    net of tax effect
    Impact of stock-based compensation, net of tax effect                                                                                                                                                                                                                                         0.04                      0.04              0.16               0.14
    Impact of amortization of acquisition intangibles, net of tax effect                                                                                                                                                                                                                          0.02                      0.02              0.07               0.05
    Impact of acquisition-related adjustment                                                                                                                                                                                                                                                      0.06                         -              0.06                  -
    Impact of acquisition-related transaction costs, net of tax effect                                                                                                                                                                                                                               -                         -              0.01               0.01
                                                                                                                                                                                                                                                                                                   ---                       ---              ----               ----
    Non-GAAP basic EPS                                                                                                                                                                                                                                                                                    $0.29                     $0.27              $1.04              $1.09
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                                       
    Diluted EPS, as reported                                                                                                                                                                                                                                                                              $0.17                     $0.20              $0.73              $0.78
    Adjustment to reconcile diluted EPS to non-GAAP diluted EPS:
    Impact of acquisition-related deferred revenue, net of tax effect                                                                                                                                                                                                                                -                      0.01              0.00               0.10
    Impact of stock-based compensation, net of tax effect                                                                                                                                                                                                                                         0.04                      0.04              0.16               0.13
    Impact of amortization of acquisition intangibles, net of tax effect                                                                                                                                                                                                                          0.02                      0.02              0.07               0.05
    Impact of acquisition-related adjustment                                                                                                                                                                                                                                                      0.06                         -              0.06                  -
    Impact of acquisition-related transaction costs, net of tax effect                                                                                                                                                                                                                               -                         -              0.01               0.01
                                                                                                                                                                                                                                                                                                   ---                       ---              ----               ----
    Non-GAAP diluted EPS                                                                                                                                                                                                                                                                                  $0.29                     $0.27              $1.03              $1.07
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                                       
    Weighted average shares outstanding -
    Basic                                                                                                                                                                                                                                                                                      122,754                   120,582           121,973            119,836
                                                                                                                                                                                                                                                                                               -------                   -------           -------            -------
    Diluted                                                                                                                                                                                                                                                                                    123,375                   121,453           122,977            121,220
                                                                                                                                                                                                                                                                                               -------                   -------           -------            -------






                                                   Reconciliation of Net Income and Diluted EPS to EBITDA and EBITDA Diluted EPS
                                                                       (in thousands, except per share data)
                                                                                    (unaudited)

                                                                                                                     Three Months Ended             12 Months Ended
                                                                                                                          Dec. 31,                      Dec. 31,
                                                                                                                     2012                  2011              2012              2011
                                                                                                                     ----                  ----              ----              ----
    Net income, as reported                                                                                       $20,713               $24,327           $90,137           $94,072
    Adjustments to reconcile net income to EBITDA:
       Interest income                                                                                               (221)                 (280)             (716)           (1,319)
       Taxes                                                                                                        7,278                 7,195            24,700            17,062
       Depreciation and amortization                                                                               17,657                14,152            58,686            49,897
    EBITDA                                                                                                        $45,427               $45,394          $172,807          $159,712


    Diluted EPS, as reported                                                                                        $0.17                 $0.20             $0.73             $0.78
    Adjustment to reconcile diluted EPS to EBITDA:
       Interest income                                                                                       -                  (0.01)           (0.00)             (0.01)
       Taxes                                                                                                         0.06                  0.06              0.20              0.14
       Depreciation and amortization                                                                                 0.14                  0.12              0.48              0.41
    EBITDA diluted EPS                                                                                              $0.37                 $0.37             $1.41             $1.32


    Weighted average shares outstanding - diluted                                                                 123,375               121,453           122,977           121,220
                                                                                                                  -------               -------           -------           -------






                                                                                       National Instruments
                                                                          Reconciliation of GAAP to Non-GAAP EPS Guidance
                                                                                            (unaudited)

                                                                                                                          Three months ended
                                                                                                                            March 31, 2013
                                                                                                                            --------------
                                                                                                                                               Low  High
    GAAP fully diluted EPS, guidance                                                                                                         $0.12 $0.22
    Adjustment to reconcile diluted EPS to non-GAAP diluted EPS:
     Impact of stock-based compensation, net of tax effect                                                                                    0.05  0.05
     Impact of amortization of acquisition intangibles, net of tax effect                                                                     0.02  0.02

    Non-GAAP diluted EPS, guidance                                                                                                           $0.19 $0.29

SOURCE National Instruments