10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

T  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended:  June 30, 2012 or

£  Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________ to ________________

Commission file number:  0-25426

NATIONAL INSTRUMENTS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	74-1871327 (I.R.S. Employer Identification Number)
11500 North MoPac Expressway Austin, Texas	78759
(address of principal executive offices)	(zip code)

Registrant's telephone number, including area code:  (512) 338-9119

__________________________

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T  No £

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

Large accelerated filer TAccelerated filer £Non-accelerated filer £Smaller reporting company £

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at August 1, 2012
Common Stock - $0.01 par value	122,189,609

1

NATIONAL INSTRUMENTS CORPORATION

INDEX

PART I.  FINANCIAL INFORMATION		Page No.
Item 1	Financial Statements:
	Consolidated Balance Sheets
	June 30, 2012 (unaudited) and December 31, 2011	3
	Consolidated Statements of Income
	(unaudited) for the three and six month periods ended June 30, 2012 and 2011	5
	Statements of Consolidated Comprehensive Income
	(unaudited) for the three and sixmonth periodsJune 30, 2012 and 2011	5
	Consolidated Statements of Cash Flows
	(unaudited) for the six month periods ended June 30, 2012 and 2011	6
	Notes to Consolidated Financial Statements	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4	Controls and Procedures	35
PART II.  OTHER INFORMATION
Item 1	Legal Proceedings	37
Item 1A	Risk Factors	37
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5	Other Information	45
Item 6	Exhibits	46
	Signatures and Certifications	47

2

PART I - FINANCIAL INFORMATION

ITEM 1.Financial Statements

NATIONAL INSTRUMENTS CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

		June 30, 2012		December 31,
		(unaudited)		2011
Assets
Current assets:
Cash and cash equivalents	$	271,402	$	142,608
Short-term investments		79,325		223,504
Accounts receivable, net		188,258		157,056
Inventories, net		148,989		131,995
Prepaid expenses and other current assets		56,089		38,082
Deferred income taxes, net		19,588		26,304
Total current assets		763,651		719,549
Property and equipment, net		205,754		190,148
Goodwill		128,963		130,747
Intangible assets, net		80,679		83,866
Other long-term assets		34,584		29,984
Total assets	$	1,213,631	$	1,154,294
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	51,707	$	41,111
Accrued compensation		33,354		29,616
Deferred revenue - current		89,497		80,059
Accrued expenses and other liabilities		22,007		37,612
Other taxes payable		22,165		24,507
Total current liabilities		218,730		212,905
Deferred income taxes		43,128		43,186
Liability for uncertain tax positions		21,289		19,494
Deferred revenue - long-term		18,488		10,015
Other long-term liabilities		15,668		16,683
Total liabilities		317,303		302,283
Commitments and contingencies
Stockholders' equity:
Preferred stock:  par value $0.01; 5,000,000 shares authorized; none issued and outstanding		-		-
Common stock:  par value $0.01; 180,000,000 shares authorized; 122,188,083 and 120,677,143 shares issued and outstanding, respectively		1,222		1,207
Additional paid-in capital		501,885		471,830
Retained earnings		393,502		382,474
Accumulated other comprehensive income (loss)		(281)		(3,500)
Total stockholders’ equity		896,328		852,011
Total liabilities and stockholders’ equity	$	1,213,631	$	1,154,294

The accompanying notes are an integral part of these financial statements.

3

NATIONAL INSTRUMENTS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2012		2011		2012		2011
Net sales:
Product	$	268,979	$	233,141	$	508,314	$	451,751
Software maintenance		21,931		20,143		43,729		39,383
GSA accrual		1,349		-		1,349		-
Total net sales		292,259		253,284		553,392		491,134
Cost of sales:
Product		69,787		54,803		129,578		105,761
Software maintenance		1,064		1,083		2,621		2,601
Total cost of sales		70,851		55,886		132,199		108,362
Gross profit		221,408		197,398		421,193		382,772
Operating expenses:
Sales and marketing		110,756		96,197		210,808		183,352
Research and development		54,286		47,027		108,301		89,895
General and administrative		21,502		21,232		42,876		40,071
Total operating expenses		186,544		164,456		361,985		313,318
Operating income		34,864		32,942		59,208		69,454
Other income:
Interest income		132		344		362		685
Net foreign exchange (loss)		(1,016)		(486)		(1,904)		(709)
Other income (expense), net		151		(571)		255		(125)
Income before income taxes		34,131		32,229		57,921		69,305
Provision for income taxes		7,690		5,681		12,838		12,296
Net income	$	26,441	$	26,548	$	45,083	$	57,009
Basic earnings per share	$	0.22	$	0.22	$	0.37	$	0.48
Weighted average shares outstanding - basic		121,801		119,736		121,360		119,218
Diluted earnings per share	$	0.22	$	0.22	$	0.37	$	0.47
Weighted average shares outstanding - diluted		122,759		121,161		122,376		120,810
Dividends declared per share	$	0.14	$	0.10	$	0.28	$	0.20

The accompanying notes are an integral part of these financial statements.

.

4

NATIONAL INSTRUMENTS CORPORATION

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

(in thousands)

(unaudited)

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2012		2011		2012		2011
Net income	$	26,441	$	26,548	$	45,083	$	57,009
Other comprehensive income, before tax and net of reclassification adjustments:
Foreign currency translation adjustment		(4,336)		2,149		(954)		7,424
Unrealized (loss) gain on securities available-for-sale, net		(313)		(580)		700		(1,004)
Unrealized gain on derivative instruments, net		747		309		4,632		3,155
Other comprehensive (loss) income, before tax		(3,902)		1,878		4,378		9,575
Tax provision related to items of other comprehensive income		(347)		(47)		(1,159)		(524)
Other comprehensive (loss) income, net of tax		(4,249)		1,831		3,219		9,051
Comprehensive income	$	22,192	$	28,379	$	48,302	$	66,060
The accompanying notes are an integral part of these financial statements.

5

NATIONAL INSTRUMENTS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

		Six Months Ended
		June 30,
		2012		2011
Cash flow from operating activities:
Net income	$	45,083	$	57,009
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,316		23,390
Stock-based compensation		13,285		10,296
Tax expense from deferred income taxes		6,695		2,770
Tax expense (benefit) from stock option plans		(2,094)		(5,035)
Changes in operating assets and liabilities:
Accounts receivable		(31,203)		(13,841)
Inventories		(16,994)		(21,393)
Prepaid expenses and other assets		(17,625)		2,186
Accounts payable		10,596		937
Deferred revenue		17,911		7,051
Taxes, accrued expenses and other liabilities		(11,169)		9,926
Net cash provided by operating activities		41,801		73,296
Cash flow from investing activities:
Capital expenditures		(28,934)		(23,053)
Capitalization of internally developed software		(9,664)		(9,391)
Additions to other intangibles		(1,085)		(1,756)
Acquisition, net of cash received		-		(73,558)
Purchases of short-term investments		(38,879)		(54,097)
Sales and maturities of short-term investments		183,058		73,915
Net cash provided/(used) by investing activities		104,496		(87,940)
Cash flow from financing activities:
Proceeds from issuance of common stock		14,422		21,389
Dividends paid		(34,019)		(23,860)
Tax benefit from stock option plans		2,094		5,035
Net cash (used)/provided by financing activities		(17,503)		2,564
Net change in cash and cash equivalents		128,794		(12,080)
Cash and cash equivalents at beginning of period		142,608		219,447
Cash and cash equivalents at end of period	$	271,402	$	207,367

The accompanying notes are an integral part of these financial statements.

6

NATIONAL INSTRUMENTS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of presentation

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2011, included in our annual report on Form 10-K, filed with the Securities and Exchange Commission. In our opinion, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary to present fairly our financial position at June 30, 2012 and December 31, 2011, the results of our operations and comprehensive income for the three month and six month periods ended June 30, 2012 and June 30, 2011, and the cash flows for the six month periods ended June 30, 2012 and June 30, 2011. Operating results for the three month and six month periods ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

Beginning in the second quarter of 2012, we are separately reporting our current and long-term deferred revenue. The separation has no impact on total reported deferred revenue, total liabilities, or total stockholder’s equity for any period on our Consolidated Balance Sheets. The Company assessed the materiality of this item on previously reported periods and concluded the separation was not material. Certain prior year amounts have been reclassified to conform to the 2012 presentation as shown in the following table:

		December 31, 2011
(In thousands)		(Unaudited)
Deferred revenue, as previously reported	$	90,074
Balances as reported in current Form 10-Q:
Deferred revenue - long-term	$	10,015
Deferred revenue - current	$	80,059

Note 2 – Earnings per share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. The number of common share equivalents, which include stock options and restricted stock units (“RSUs”), is computed using the treasury stock method.

The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three month and six month periods ended June 30, 2012 and 2011, respectively, are as follows:

	Three months ended June 30,		Six months ended June 30,
	(In thousands)		(In thousands)
	(Unaudited)		(Unaudited)
	2012	2011	2012	2011
Weighted average shares outstanding-basic	121,801	119,736	121,360	119,218
Plus: Common share equivalents
Stock options, restricted stock units	958	1,425	1,016	1,592
Weighted average shares outstanding-diluted	122,759	121,161	122,376	120,810

Stock awards to acquire 4,300 and 823,500 shares for the three month periods ended June 30, 2012 and 2011, respectively, and 74,900 and 415,700 shares for the six month periods ended June 30, 2012 and 2011, respectively, were excluded in the computations of diluted EPS because the effect of including the stock awards would have been anti-dilutive.

Note 3 – Cash, cash equivalents and short-term investments

The following tables summarize unrealized gains and losses related to our short-term investments designated as available-for-sale:

		As of June 30, 2012
(In thousands)		(Unaudited)
				Gross		Gross		Cumulative
		Adjusted Cost		Unrealized Gain		Unrealized Loss		Translation Adjustment		Fair Value
Cash	$	124,213	$	-	$	-	$	-	$	124,213
Money Market Accounts		62,326		-		-		-		62,326
Municipal bonds		6,613		2		-		-		6,615
Corporate bonds		9,181		8		-		-		9,189
U.S. treasuries and agencies		113,793		3		(8)		-		113,788
Foreign government bonds		36,568		135		(20)		(5,157)		31,526
Time deposits		3,070		-		-		-		3,070
Cash, cash equivalents, and short-term investments	$	355,764	$	148	$	(28)	$	(5,157)	$	350,727

7

(In thousands)		As of December 31, 2011
				Gross		Gross		Cumulative
		Adjusted Cost		Unrealized Gain		Unrealized Loss		Translation Adjustment		Fair Value
Cash	$	106,431	$	-	$	-	$	-	$	106,431
Money Market Accounts		22,677		-		-		-		22,677
Municipal bonds		12,381		11		-		-		12,392
Corporate bonds		18,631		-		(67)		-		18,564
U.S. treasuries and agencies		170,926		2		(9)		-		170,919
Foreign government bonds		36,460		240		(1)		(4,482)		32,217
Time deposits		2,912		-		-		-		2,912
Cash, cash equivalents, and short-term investments	$	370,418	$	253	$	(77)	$	(4,482)	$	366,112

The following tables summarize the contractual maturities of our short-term investments designated as available-for-sale:

		As of June 30, 2012
(In thousands)		(Unaudited)
		Adjusted Cost		Fair Value
Due in less than 1 year	$	153,484	$	149,862
Due in 1 to 5 years		15,741		14,326
Total available-for-sale debt securities	$	169,225	$	164,188
Due in less than 1 year		Adjusted Cost		Fair Value
Municipal bonds	$	5,118	$	5,120
Corporate bonds		9,181		9,189
U.S. treasuries and agencies		109,390		109,393
Foreign government bonds		26,725		23,090
Time deposits		3,070		3,070
Total available-for-sale debt securities	$	153,484	$	149,862
Due in 1 to 5 years		Adjusted Cost		Fair Value
Municipal bonds	$	1,495	$	1,495
U.S. treasuries and agencies		4,403		4,395
Foreign government bonds		9,843		8,436
Total available-for-sale debt securities	$	15,741	$	14,326

Note 4 – Fair value measurements

We define fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market that market participants may use when pricing the asset or liability.

8

We follow a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value measurement is determined based on the lowest level input that is significant to the fair value measurement. The three values of the fair value hierarchy are the following:

Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Inputs that are not based on observable market data

Assets and liabilities measured at fair value on a recurring basis are summarized below:

		Fair Value Measurements at Reporting Date Using
(In thousands)		(Unaudited)
Description		June 30, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents available for sale:
Money Market Funds	$	62,326	$	62,326	$	-	$	-
U.S. treasuries and agencies		84,863		-		84,863		-
Short-term investments available for sale:
Municipal bonds		6,615		-		6,615		-
Corporate bonds		9,189		-		9,189		-
U.S. treasuries and agencies		28,925		-		28,925		-
Foreign government bonds		31,526		-		31,526		-
Time deposits		3,070		3,070		-		-
Derivatives		5,572		-		5,572		-
Total Assets	$	232,086	$	65,396	$	166,690	$	-
Liabilities
Derivatives	$	(1,806)	$	-	$	(1,806)	$	-
Total Liabilities	$	(1,806)	$	-	$	(1,806)	$	-
(In thousands)		Fair Value Measurements at Reporting Date Using
Description		December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents available for sale:
Money Market Funds	$	22,677	$	22,677	$	-	$	-
U.S. Treasuries and Agencies		13,500		-		13,500		-
Short-term investments available for sale:
Municipal bonds		12,392		-		12,392		-
Corporate bonds		18,564		-		18,564		-
U.S. treasuries and agencies		157,419		-		157,419		-
Foreign government bonds		32,217		-		32,217		-
Time deposits		2,912		2,912		-		-
Derivatives		4,297		-		4,297		-
Total Assets	$	263,978	$	25,589	$	238,389	$	-
Liabilities
Derivatives	$	(4,542)	$	-	$	(4,542)	$	-
Total Liabilities	$	(4,542)	$	-	$	(4,542)	$	-

9

We value our available-for-sale short term investments based on pricing from third party pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. We classify all of our fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of our financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques. We believe all of these sources reflect the credit risk associated with each of our available for sale short term investments. Short-term investments available-for-sale consists of debt securities issued by states of the U.S. and political subdivisions of the U.S., corporate debt securities and debt securities issued by U.S. government corporations and agencies as well as debt securities issued by foreign governments. All short-term investments available-for-sale have contractual maturities of less than 24 months.

Derivatives include foreign currency forward and option contracts. Our foreign currency forward contracts are valued using an income approach (Level 2) based on the spot rate less the contract rate multiplied by the notional amount. Our foreign currency option contracts are valued using a market approach based on the quoted market prices which are derived from observable inputs including current and future spot rates, interest rate spreads as well as quoted market prices of similar instruments. We consider counterparty credit risk in the valuation of our derivatives. However, counterparty credit risk did not impact the valuation of our derivatives during the six month period ended June 30, 2012. There were not any transfers in or out of Level 1 or Level 2 during the six month period ended June 30, 2012.

Our foreign government bonds consist of German government sovereign debt denominated in Euro with maximum maturities of 24 months. Our short-term investments do not involve sovereign debt from any other country in Europe.

We did not have any items that were measured at fair value on a nonrecurring basis at June 30, 2012 and December 31, 2011.

The carrying value of net accounts receivable and accounts payable contained in the Consolidated Balance Sheet approximates fair value.

Note 5 – Derivative instruments and hedging activities

We recognize all of our derivative instruments as either assets or liabilities in our statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.

We have operations in over 40 countries. Sales outside of the Americas accounted for approximately 61% and 59% of our revenues during each of the three month periods ended June 30, 2012 and 2011, respectively, and 60% and 59% of our revenues during the six month periods ended June 30, 2012 and 2011, respectively. Our activities expose us to a variety of market risks, including the effects of changes in foreign currency exchange rates. These financial risks are monitored and managed by us as an integral part of our overall risk management program.

We maintain a foreign currency risk management strategy that uses derivative instruments (foreign currency forward and purchased option contracts) to help protect our earnings and cash flows from fluctuations caused by the volatility in currency exchange rates. Movements in foreign currency exchange rates pose a risk to our operations and competitive position, since exchange rate changes may affect our profitability and cash flow, and the business or pricing strategies of our non-U.S. based competitors.

The vast majority of our foreign sales are denominated in the customers’ local currency. We purchase foreign currency forward and option contracts as hedges of forecasted sales that are denominated in foreign currencies and as hedges of foreign currency denominated receivables. These contracts are entered into to help protect against the risk that the eventual dollar-net-cash inflows resulting from such sales or firm commitments will be adversely affected by changes in exchange rates. We also purchase foreign currency forward contracts as hedges of forecasted expenses that are denominated in foreign currencies. These contracts are entered into to help protect against the risk that the eventual dollar-net-cash outflows resulting from foreign currency operating and cost of revenue expenses will be adversely affected by changes in exchange rates.

We designate foreign currency forward and purchased option contracts as cash flow hedges of forecasted revenues or forecasted expenses. In addition, we hedge our foreign currency denominated balance sheet exposures using foreign currency forward contracts that are not designated as hedging instruments. None of our derivative instruments contain a credit-risk-related contingent feature.

10

Cash flow hedges

To help protect against the reduction in value caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows resulting from international sales over the next one to two years, we have instituted a foreign currency cash flow hedging program. We hedge portions of our forecasted revenue and forecasted expenses denominated in foreign currencies with forward and purchased option contracts. For forward contracts, when the dollar strengthens significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the forward contracts designated as hedges. For option contracts, when the dollar strengthens significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the option contracts net of the premium paid designated as hedges. Our foreign currency purchased option contracts are purchased “at-the-money” or “out-of-the-money”. We purchase foreign currency forward and option contracts for up to 100% of our forecasted exposures in selected currencies (primarily in Euro, Japanese yen, Korean won and Hungarian forint) and limit the duration of these contracts to 40 months or less.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (“OCI”) and reclassified into earnings in the same line item (net sales, operating expenses, or cost of sales) associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings or expenses during the current period and are classified as a component of “net foreign exchange gain (loss)”. Hedge effectiveness of foreign currency forwards and purchased option contracts designated as cash flow hedges are measured by comparing the hedging instrument’s cumulative change in fair value from inception to maturity to the forecasted transaction’s terminal value.

We held forward contracts with the following notional amounts:

(In thousands)		US Dollar Equivalent
		As of June 30, 2012		As of December 31,
		(Unaudited)		2011
Euro	$	72,172	$	60,992
Japanese yen		29,661		43,569
Korean won		-		3,309
Hungarian forint		26,388		28,189
Total forward contracts notional amount	$	128,221	$	136,059

The contracts in the foregoing table had contractual maturities of 24 months or less at June 30, 2012 and December 31, 2011, respectively.

At June 30, 2012, we expect to reclassify $2.9 million of gains on derivative instruments from accumulated OCI to net sales during the next twelve months when the hedged international sales occur, $24,000 of gains on derivative instruments from accumulated OCI to cost of sales when the cost of sales are incurred and $1,000 of losses on derivative instruments from accumulated OCI to operating expenses during the next twelve months when the hedged operating expenses occur. Expected amounts are based on derivative valuations at June 30, 2012. Actual results may vary as a result of changes in the corresponding exchange rate subsequent to this date.

We did not record any ineffectiveness from our hedges during the three and six month periods ended June 30, 2012 and 2011.

Other Derivatives

Other derivatives not designated as hedging instruments consist primarily of foreign currency forward contracts that we use to hedge our foreign denominated net receivable or net payable positions to protect against the change in value caused by a fluctuation in foreign currency exchange rates. We typically attempt to hedge up to 90% of our outstanding foreign denominated net receivables or net payables and typically limit the duration of these foreign currency forward contracts to approximately 120 days. The gain or loss on the derivatives as well as the offsetting gain or loss on the hedge item attributable to the hedged risk is recognized in current earnings under the line item “net foreign exchange gain (loss)”. As of June 30, 2012 and December 31, 2011, we held foreign currency forward contracts with a notional amount of $44.9 million and $53.8 million, respectively.

11

The following tables present the fair value of derivative instruments on our Consolidated Balance Sheets and the effect of derivative instruments on our Consolidated Statements of Income.

Fair Values of Derivative Instruments:

	Asset Derivatives
	June 30, 2012			December 31, 2011
(In thousands)	(Unaudited)
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Foreign exchange contracts - ST forwards	Prepaid expenses and other current assets	$	3,545	Prepaid expenses and other current assets	$	2,500
Foreign exchange contracts - LT forwards	Other long-term assets		1,144	Other long-term assets		190
Total derivatives designated as hedging instruments		$	4,689		$	2,690
Derivatives not designated as hedging instruments
Foreign exchange contracts - ST forwards	Prepaid expenses and other current assets	$	883	Prepaid expenses and other current assets	$	1,607
Total derivatives not designated as hedging instruments		$	883		$	1,607
Total derivatives		$	5,572		$	4,297

	Liability Derivatives
	June 30, 2012			December 31, 2011
(In thousands)	(Unaudited)
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Foreign exchange contracts - ST forwards	Accrued expenses and other liabilities	$	(647)	Accrued expenses and other liabilities	$	(2,007)
Foreign exchange contracts - LT forwards	Other long-term liabilities		(580)	Other long-term liabilities		(1,770)
Total derivatives designated as hedging instruments		$	(1,227)		$	(3,777)
Derivatives not designated as hedging instruments
Foreign exchange contracts - ST forwards	Accrued expenses and other liabilities	$	(579)	Accrued expenses and other liabilities	$	(765)
Total derivatives not designated as hedging instruments		$	(579)		$	(765)
Total derivatives		$	(1,806)		$	(4,542)

12

The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the three month periods ended June 30, 2012 and 2011, respectively:

June 30, 2012
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	1,281	Net sales	$	728	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		(377)	Cost of sales		103	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		(157)	Operating expenses		8	Net foreign exchange gain (loss)		-
Total	$	747		$	839		$	-

June 30, 2011
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	(71)	Net sales	$	(983)	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		326	Cost of sales		376	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		55	Operating expenses		277	Net foreign exchange gain (loss)		-
Total	$	310		$	(330)		$	-

(In thousands)
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income
			June 30, 2012		June 30, 2011
			(Unaudited)		(Unaudited)
Foreign exchange contracts - forwards	Net foreign exchange gain/(loss)	$	794	$	(1,110)
Total		$	794	$	(1,110)

13

The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the six month periods ended June 30, 2012 and 2011, respectively:

June 30, 2012
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	1,743	Net sales	$	1,204	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		1,871	Cost of sales		95	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		1,018	Operating expenses		63	Net foreign exchange gain (loss)		-
Total	$	4,632		$	1,362		$	-

June 30, 2011
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	(467)	Net sales	$	(1,740)	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		2,480	Cost of sales		750	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		1,143	Operating expenses		422	Net foreign exchange gain (loss)		-
Total	$	3,156		$	(568)		$	-

(In thousands)
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income
			June 30, 2012		June 30, 2011
			(Unaudited)		(Unaudited)
Foreign exchange contracts - forwards	Net foreign exchange gain/(loss)	$	(236)	$	(2,103)
Total		$	(236)	$	(2,103)

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Note 6 – Inventories

Inventories, net consist of the following:

		June 30, 2012		December 31,
(In thousands)		(Unaudited)		2011
Raw materials	$	64,002	$	56,139
Work-in-process		5,863		5,708
Finished goods		79,124		70,148
	$	148,989	$	131,995

Note 7 – Intangibles

Intangibles at June 30, 2012 and December 31, 2011 are as follows:

		June 30, 2012
(In thousands)		(Unaudited)						December 31, 2011
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Capitalized software development costs	$	63,150	$	(36,723)	$	26,427	$	53,086	$	(29,606)	$	23,480
Acquired technology		67,868		(36,991)		30,877		67,918		(32,210)		35,708
Patents		23,199		(8,691)		14,508		21,875		(7,992)		13,883
Other		23,823		(14,956)		8,867		24,614		(13,819)		10,795
	$	178,040	$	(97,361)	$	80,679	$	167,493	$	(83,627)	$	83,866

Software development costs capitalized for the three month periods ended June 30, 2012 and 2011 were $6.1 million and $5.9 million, respectively, and related amortization expense was $3.5 million and $3.3 million, respectively.For the six month periods ended June 30, 2012 and 2011, capitalized software development costs were $10.1 million and $9.8 million, respectively, and related amortization expense was $7.1 million and $6.6 million, respectively. Capitalized software development costs for the three month periods ended June 30, 2012 and 2011 included costs related to stock based compensation of $221,000 and $262,000, respectively. For the six month periods ended June 30, 2012 and 2011, capitalized software development costs included costs related to stock based compensation of $400,000 and $412,000, respectively.

Amortization of capitalized software development costs is computed on an individual product basis for those products available for market and is recognized based on the product’s estimated economic life, generally three years. Acquired core technology and intangible assets are amortized over their useful lives, which range from three to eight years. Patents are amortized using the straight-line method over their estimated period of benefit, generally 10 to 17 years. Total intangible assets amortization expenses were $7.0 million and $5.5 million for the three months ended June 30, 2012 and 2011, respectively,  and $13.7 million and $10.7 million for the six month periods ended June 30, 2012 and 2011, respectively.

Note 8 – Goodwill

The carrying amount of goodwill as of June 30, 2012,  was as follows:

		Amount
		(In thousands)
Balance as of December 31, 2011	$	130,747
Purchase price adjustments		(1,623)
Divestitures		-
Foreign currency translation impact		(161)
Balance as of June 30, 2012 (unaudited)	$	128,963

The excess purchase price over the fair value of assets acquired is recorded as goodwill. See Note 16 – Acquisitions, for discussion regarding the purchase price adjustment in the table above. As we have one operating segment, we allocate goodwill to one reporting unit for goodwill impairment testing. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach based on the market capitalization of the reporting unit. Our annual impairment test was performed as of February 29, 2012. No impairment of goodwill was identified during 2012 and 2011. Goodwill is deductible for tax purposes in certain jurisdictions.

15

Note 9 – Income taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized.

We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns. We had $21.3 million and $19.5 million of unrecognized tax benefits at June 30, 2012 and December 31, 2011, respectively, all of which would affect our effective income tax rate if recognized. We recorded a gross increase in unrecognized tax benefits of $1.7 million for the six month period ended June 30, 2012, as a result of tax positions taken during the period. We recorded a gross decrease in unrecognized tax benefits of $285,000 for the six month period ended June 30, 2012 related to settlements with taxing authorities. As of June 30, 2012, it is deemed reasonable that we will recognize tax benefits in the amount of $2.2 million in the next twelve months due to the closing of open tax years. The nature of the uncertainty with regard to the amount of the benefit we may recognize is related to deductions taken on returns that have not been examined by the applicable tax authority. Our continuing policy is to recognize interest and penalties related to income tax matters in income tax expense. As of June 30, 2012, we have approximately $1.1 million accrued for interest related to uncertain tax positions. The tax years 2005 through 2011 remain open to examination by the major taxing jurisdictions to which we are subject.

Our provision for income taxes reflected an effective tax rate of 23% and 18% for the three month periods ended June 30, 2012 and 2011, respectively, and of 22% and 18% for the six month periods ended June 30, 2012 and 2011, respectively. For the three and six month periods ended June 30, 2012, our effective tax rate was lower than the U.S. federal statutory rate of 35% as a result of an enhanced deduction for certain research and development expenses and profits in foreign jurisdictions with reduced income tax rates. For the three and six month periods ended June 30, 2011, our effective tax rate was lower than the U.S. federal statutory rate of 35% as a result of a tax benefit from equity awards that do not ordinarily result in a tax benefit, an enhanced deduction for certain research and development expenses, profits in foreign jurisdictions with reduced income tax rates and the U.S. federal research and development credit.

Our earnings in Hungary are subject to a statutory tax rate of 19%. The difference between this rate and the statutory U.S. rate of 35% resulted in income tax benefits of $3.1 million and $4.0 million for the three month periods ended June 30, 2012 and 2011, respectively, and $5.2 million and $7.4 million for the six month periods ended June 30, 2012 and 2011. No countries other than Hungary had a significant impact on our effective tax rate. We have not entered into any advanced pricing or other agreements with the Internal Revenue Service with regard to any foreign jurisdictions.

The tax position of our Hungarian operation continues to benefit from assets created by the restructuring of our operations in Hungary. In addition, our research and development activities in Hungary continue to benefit from a tax law in Hungary that provides for an enhanced deduction for qualified research and development expenses. Partial release of the valuation allowance on assets from the restructuring and the enhanced tax deduction for research expenses resulted in income tax benefits of $4.6 million and $5.2 million for the three month periods ended June 30, 2012 and 2011, respectively, and $7.7 million and $9.9 million for the six month periods ended June 30, 2012 and 2011, respectively.

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Note 10 – Comprehensive income

Our comprehensive income is comprised of net income, foreign currency translation, unrealized gains and losses on forward and option contracts and securities classified as available-for-sale. The accumulated other comprehensive income/(loss), net of tax, for the three and six month periods ended June 30, 2012 and 2011, consists of the following:

		Three months ended June 30, 2012
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of March 31, 2012	$	1,839	$	349	$	1,780	$	3,968
Current-period other comprehensive (loss) income		(4,336)		(313)		400		(4,249)
Balance as of June 30, 2012	$	(2,497)	$	36	$	2,180	$	(281)
		Six months ended June 30, 2012
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of December 31, 2011	$	(1,543)	$	(664)	$	(1,293)	$	(3,500)
Current-period other comprehensive (loss) income		(954)		700		3,473		3,219
Balance as of June 30, 2012	$	(2,497)	$	36	$	2,180	$	(281)
		Three months ended June 30, 2011
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of March 31, 2011	$	4,779	$	(228)	$	1,959	$	6,510
Current-period other comprehensive (loss) income		2,149		(580)		262		1,831
Balance as of June 30, 2011	$	6,928	$	(808)	$	2,221	$	8,341
		Six months ended June 30, 2011
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of December 31, 2010	$	(496)	$	196	$	(410)	$	(710)
Current-period other comprehensive (loss) income		7,424		(1,004)		2,631		9,051
Balance as of June 30, 2011	$	6,928	$	(808)	$	2,221	$	8,341

Note 11 – Stock-based compensation plans

Stock option plans

Our stockholders approved the 1994 Incentive Stock Option Plan (the “1994 Plan”) in May 1994. At the time of approval, 13,668,750 shares of our common stock were reserved for issuance under this plan. In 1997, an additional 10,631,250 shares of our common stock were reserved for issuance under this plan, and an additional 1,125,000 shares were reserved for issuance under this plan in 2004. The 1994 Plan terminated in May 2005, except with respect to outstanding awards previously granted thereunder.

Awards under the plan were either incentive stock options within the meaning of Section 422 of the Internal Revenue Code or nonqualified options. The right to purchase shares under the options vests over a five to ten-year period, beginning on the date of grant. Vesting of ten year awards may accelerate based on the Company’s previous year’s earnings and revenue growth but shares cannot accelerate to vest over a period of less than five years. Stock options must be exercised within ten years from date of grant. Stock options were issued with an exercise price which was equal to the market price of our common stock at the grant date. We estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods. During the six month period ended June 30, 2012, we did not make any changes in accounting principles or methods of estimates.

17

Restricted stock plan

Our stockholders approved our 2005 Incentive Plan (the “2005 Plan”) in May 2005. At the time of approval, 4,050,000 shares of our common stock were reserved for issuance under this plan, as well as the number of shares which had been reserved but not issued under the 1994 Plan (our incentive stock option plan which terminated in May 2005), and any shares that returned to the 1994 Plan as a result of termination of options or repurchase of shares issued under such plan. The 2005 Plan, administered by the Compensation Committee of the Board of Directors, provided for granting of incentive awards in the form of restricted stock and RSUs to directors, executive officers and employees of the Company and its subsidiaries. Awards vest over a three, five or ten-year period, beginning on the date of grant. Vesting of ten year awards may accelerate based on the Company’s previous year’s earnings and growth but ten year awards cannot accelerate to vest over a period of less than five years. The 2005 Plan terminated on May 11, 2010, except with respect to outstanding awards previously granted thereunder. There were 3,362,304 shares of common stock that were reserved but not issued under the 1994 Plan and the 2005 Plan as of May 11, 2010.

Our stockholders approved our 2010 Incentive Plan (the “2010 Plan”) on May 11, 2010. At the time of approval, 3,000,000 shares of our common stock were reserved for issuance under this plan, as well as the 3,362,304 shares of common stock that were reserved but not issued under the 1994 Plan and the 2005 Plan as of May 11, 2010, and any shares that are returned to the 1994 Plan and the 2005 Plan as a result of forfeiture or termination of options or RSUs or repurchase of shares issued under these plans. The 2010 Plan, administered by the Compensation Committee of the Board of Directors, provides for granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards vest over a three, five or ten-year period, beginning on the date of grant. Vesting of ten year awards may accelerate based on the Company’s previous year’s earnings and growth but ten year awards cannot accelerate to vest over a period of less than five years. There were 3,919,146 shares available for grant under the 2010 Plan at June 30, 2012.

We estimate potential forfeitures of RSUs and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods. During the six month period ended June 30, 2012, we did not make any changes in accounting principles or methods of estimates related to the 2010 Plan.

Employee stock purchase plan

Our employee stock purchase plan permits substantially all domestic employees and employees of designated subsidiaries to acquire our common stock at a purchase price of 85% of the lower of the market price at the beginning or the end of the purchase period. The plan has quarterly purchase periods generally beginning on February 1, May 1, August 1 and November 1 of each year. Employees may designate up to 15% of their compensation for the purchase of common stock under this plan. On May 10, 2011, our stockholders approved an additional 3,000,000 shares for issuance under our employee stock purchase plan, and at June 30, 2012, we had 3,144,521 shares of common stock reserved for future issuance under this plan. We issued 535,617 shares under this plan in the six month period ended June 30, 2012. The weighted average fair value of the employees’ purchase rights was $22.79 per share and was estimated using the Black-Scholes model. During the six months ended June 30, 2012, we did not make any changes in accounting principles or methods of estimates with respect to such plan.

Authorized Preferred Stock and Preferred Stock Purchase Rights Plan

We have 5,000,000 authorized shares of preferred stock. On January 21, 2004, our Board of Directors designated 750,000 of these shares as Series A Participating Preferred Stock in conjunction with its adoption of a Preferred Stock Rights Agreement (the “Rights Agreement”) and declaration of a dividend of one preferred share purchase right (a “Right”) for each share of common stock outstanding held as of May 10, 2004 or issued thereafter. Each Right will entitle its holder to purchase one one-thousandth of a share of National Instruments’ Series A Participating Preferred Stock at an exercise price of $200, subject to adjustment, under certain circumstances. The Rights Agreement was not adopted in response to any effort to acquire control of National Instruments.

The Rights only become exercisable in certain limited circumstances following the tenth day after a person or group announces acquisitions of or tender offers for 20% or more of our common stock. In addition, if an acquirer (subject to certain exclusions for certain current stockholders of National Instruments, an “Acquiring Person”) obtains 20% or more of our common stock, then each Right (other than the Rights owned by an Acquiring Person or its affiliates) will entitle the holder to purchase, for the exercise price, shares of our common stock having a value equal to two times the exercise price. Under certain circumstances, our Board of Directors may redeem the Rights, in whole, but not in part, at a purchase price of $0.01 per Right. The Rights have no voting privileges and are attached to and automatically traded with our common stock until the occurrence of specified trigger events. The Rights will expire on the earlier of May 10, 2014 or the exchange or redemption of the Rights.

There were not any shares of preferred stock issued and outstanding at June 30, 2012.

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Note 12 –Segment information

We determine operating segments using the management approach. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our operating segments. It also requires disclosures about products and services, geographic areas and major customers.

We have defined our operating segment based on geographic regions. We sell our products in three geographic regions. Our sales to these regions share similar economic characteristics, similar product mix, similar customers, and similar distribution methods. Accordingly, we have elected to aggregate these three geographic regions into a single operating segment. Revenue from the sale of our products which are similar in nature and software maintenance are reflected as total net sales in our Consolidated Statements of Income.

Total net sales, operating income, interest income and long-lived assets, classified by the major geographic areas in which we operate, are as follows:

		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Net sales:
Americas:	$	113,175	$	103,713	$	219,962	$	201,077
Europe:		73,060		76,383		148,767		147,439
Asia Pacific:		106,024		73,188		184,663		142,618
	$	292,259	$	253,284	$	553,392	$	491,134
		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Operating income:
Americas	$	9,590	$	18,700	$	22,121	$	38,785
Europe		33,245		32,542		67,882		68,695
Asia Pacific		46,315		28,727		77,506		51,869
Unallocated:
Research and development expenses		(54,286)		(47,027)		(108,301)		(89,895)
	$	34,864	$	32,942	$	59,208	$	69,454
		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Interest income:
Americas	$	16	$	121	$	107	$	270
Europe		90		195		184		353
Asia Pacific		26		28		71		62
	$	132	$	344	$	362	$	685
						June 30,		December 31,
(In thousands)						2012		2011
						(Unaudited)
Long-lived assets:
Americas					$	112,251	$	110,153
Europe						47,177		47,000
Asia Pacific						46,326		32,995
					$	205,754	$	190,148

Total sales outside the U.S. for the three month periods ended June 30, 2012 and 2011 were $186.1 million and $157.6 million, respectively, and $350.1 million and $306.5 million for the six month periods ended June 30, 2012 and 2011, respectively.

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Note 13 – Commitments and Contingencies

We offer a one-year limited warranty on most hardware products, with a two or three-year warranty on a subset of our hardware products, which is included in the sales price of many of our products. Provision is made for estimated future warranty costs at the time of the sale for the estimated costs that may be incurred under the basic limited warranty. Our estimate is based on historical experience and product sales during the period.

The warranty reserve for the six month periods ended June 30, 2012 and 2011, respectively, was as follows:

		Six months ended June 30,
(In thousands)		(Unaudited)
		2012		2011
Balance at the beginning of the period	$	1,271	$	921
Accruals for warranties issued during the period		1,104		1,515
Settlements made (in cash or in kind) during the period		(1,070)		(1,192)
Balance at the end of the period	$	1,305	$	1,244

As of June 30, 2012, we had non-cancelable purchase commitments with various suppliers of customized inventory and inventory components totaling approximately $9 million over the next twelve months.

As of June 30, 2012, we had outstanding guarantees for payment of customs and foreign grants totaling approximately $4 million, which are generally payable over the next twelve months.

From November 1999 to May 2011, we sold products to the U.S. government under a contract with the General Services Administration ("GSA"). During such time, our sales under the contract were approximately 2% of our total sales. Our previous contract with GSA contained a price reduction or "most favored customer" pricing provision. In the past several quarters, we had been in discussions with GSA regarding our compliance with this pricing provision and provided GSA with information regarding our pricing practices. In 2011, GSA conducted an on-site review of our GSA pricing practices and orally informed us that GSA did not agree with our previous determination of the potential non-compliance amount. GSA subsequently requested that we conduct a further analysis of the non-compliance amount based upon a methodology that GSA proposed. This analysis resulted in calculated overpayments (including added interest) by GSA to us of approximately $13.1 million. During the quarter ended September 30, 2011, we established an accrual for $13.1 million which represented the amount of the loss contingency that was reasonably estimable at that time. On June 6, 2012, we entered into a Settlement Agreement with GSA and paid approximately $11.8 million in settlement of the foregoing matters. Due to the complexities of conducting business with GSA, the relatively small amount of revenue we realized from our previous GSA contract, and our belief that we can continue to sell our products to U.S. government agencies through other contracting methods, we cancelled our contract with GSA in April 2011, effective May 2011. To date, we have not experienced any material adverse impact on our results of operations as a result of the cancellation of our previous GSA contract.

Note 14 – Recently issued accounting pronouncements

In January 2010, the FASB updated FASB ASC 820, Fair Value Measurements and Disclosures (FASB ASC 820) that requires additional disclosures and clarifies existing disclosures regarding fair value measurements. The additional disclosures include (i) transfers in and out of Levels 1 and 2 and (ii) activity in Level 3 fair value measurements. The update provides amendments that clarify existing disclosures on level of disaggregation and disclosures about inputs and valuation techniques. This update is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which were effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We adopted the update on January 1, 2010 as required and subsequently adopted on January 1, 2011, the update surrounding disclosures on Level 3 fair value measurements and concluded it did not have a material impact on our consolidated financial position or results of operations. In May 2011, the FASB updated FASB ASC 820 that resulted in common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs). Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. We adopted the update as required in the first quarter of 2012 and concluded it did not have a material impact on our consolidated financial position or results of operations.

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In June 2011, the FASB updated FASB ASC 220, Comprehensive Income (FASB ASC 220) that gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The update does not change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects, with one amount shown for the aggregate income tax expense or benefit related to the total of other comprehensive income items. The update does not affect how earnings per share is calculated or presented. The update should be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We adopted the update as required in the first quarter of 2012, and concluded that the adoption did not have a material impact on our financial position or results of operations; however, the adoption resulted in an additional statement of other comprehensive income. In December 2011, the FASB deferred the effective date for the amendment issued in June 2011 regarding the presentation of reclassifications of items out of accumulated other comprehensive income. This update deferred the implementation requirement to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. The amended guidance specifies that entities should continue to report reclassifications out of accumulated other comprehensive income consistent with presentation requirements in effect before the update in June 2011.

In September 2011, the FASB updated FASB ASC 350, Goodwill and Other (FASB ASC 350) that gives an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We adopted the update as required in the first quarter of 2012 and concluded it did not have a material impact on our consolidated financial position or results of operations.

Note 15 – Litigation

We are not currently a party to any material litigation. However, in the ordinary course of our business, we are involved in a limited number of legal actions, both as plaintiff and defendant, and could incur uninsured liability in any one or more of them. See Note 13 – Commitments and Contingencies in the Notes to our Consolidated Financial Statements, for discussion of the Settlement Agreement we entered in connection with our previous GSA contract. No assurances can be given with respect to the extent or outcome of any future litigation or dispute.

Note 16 – Acquisitions

AWR Corporation

On June 30, 2011, we acquired all of the outstanding shares of AWR Corporation (AWR), a privately held company that is a leading supplier of electronic design automation software for designing radio frequency and high-frequency components and systems for the semiconductor, aerospace and defense, communications and test equipment industries. The acquisition is expected to improve customer productivity through increased interoperability between upfront design and validation and production test functions. The purchase price of the acquisition was $66 million consisting of $54 million in cash and a three-year earn-out arrangement. We funded the purchase price from existing cash balances.  The range of potential undiscounted payments that we could be required to make under the earn-out arrangement is between $0 and $29 million and are payable if AWR achieves certain revenue and operating income targets.  The fair value of the earn-out arrangement was estimated at $12 million using the income approach, the key assumptions of which included probability-weighted revenue and operating expense growth projections. In July 2012, the Company paid the amount due to the former AWR shareholders based on the first earn-out year performance of AWR. The amount paid was $3.3 million, and it is being recorded as a reduction of the earn-out liability. We re-measure the fair value of the earn-out liability each quarter and no adjustments have been recorded to date. 

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The allocation of the purchase price was determined using the fair value of assets and liabilities acquired as of June 30, 2011. The finalization of our purchase price allocation during the three months ended June 30, 2012 resulted in an increase in acquired deferred tax assets and a decrease in goodwill of approximately $1.6 million. Our consolidated financial statements include the operating results from the date of acquisition.  Pro-forma results of operations have not been presented because the effects of those operations were not material. The following table summarizes the allocation of the purchase price of AWR:

		Amount
		(In thousands)
Net tangible assets acquired	$	10,718
Amortizable intangible assets		31,685
Deferred tax liability		(8,387)
Goodwill		32,379
Total	$	66,395

Goodwill is not deductible for tax purposes. Amortizable intangible assets have useful lives of 5 years from the date of acquisition.

Phase Matrix Inc.

On May 20, 2011, we acquired all of the outstanding shares of Phase Matrix, Inc. (PMI), a privately held company that designs and manufactures radio frequency and microwave test and measurement instruments, subsystems and components.  The acquisition is expected to speed our deployment of high-performance RF and wireless technologies to our production test and R&D customers.The purchase price of the acquisition was $40.7 million consisting of $38.9 million in cash and $1.8 million in shares of our common stock.  We funded the cash portion of the purchase price from existing cash balances.

The allocation of the purchase price was determined using the fair value of assets and liabilities acquired as of May 20, 2011.  Our consolidated financial statements include the operating results from the date of acquisition. Pro-forma results of operations have not been presented because the effects of those operations were not material.  The following table summarizes the allocation of the purchase price of Phase Matrix, Inc.:

		Amount
		(In thousands)
Net tangible assets acquired	$	5,624
Amortizable intangible assets		8,331
Goodwill		26,725
Total	$	40,680

Goodwill is deductible for tax purposes. Amortizable intangible assets have useful lives which range from 9 months to 8 years from the date of acquisition. These assets are also deductible for tax purposes.

Note 17 – Subsequent events

We have evaluated subsequent events through the date the financial statements were issued.

On July 25, 2012, our Board of Directors declared a quarterly cash dividend of $0.14 per common share, payable August 31, 2012, to shareholders of record on August 13, 2012.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any statements contained herein regarding our future financial performance or operations (including, without limitation, statements to the effect that we “believe,” "expect," "plan," "may," "will," "project," "continue," or "estimate" or other variations thereof or comparable terminology or the negative thereof) should be considered forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including those set forth under the heading “Risk Factors” beginning on page 33, and the discussion below. Readers are also encouraged to refer to the documents regularly filed by us with the Securities and Exchange Commission, including our Annual Report on Form 10-K for further discussion of our business and the risks attendant thereto.

Overview

National Instruments Corporation (“we”, “us” or “our”) designs, manufactures and sells tools to engineers and scientists that accelerate productivity, innovation and discovery. Our graphical system design approach to engineering provides an integrated software and hardware platform that speeds the development of systems needing measurement and control. We believe our long-term vision and focus on technology supports the success of our customers, employees, suppliers and stockholders. We sell to a large number of customers in a wide variety of industries. We have been profitable in every year since 1990.

The key strategies that we focus on in running our business are the following:

Expanding our broad customer base

We strive to increase our already broad customer base by serving a large market on many computer platforms, through a global marketing and distribution network. We also seek to acquire new technologies and expertise from time to time to open new opportunities for our existing product portfolio.

Maintaining a high level of customer satisfaction

To maintain a high level of customer satisfaction we strive to offer innovative, modular and integrated products through a global sales and support network. We strive to maintain a high degree of backwards compatibility across different platforms to preserve the customer’s investment in our products. In this time of intense global competition, we believe it is crucial that we continue to offer products with quality and reliability, and that our products provide cost-effective solutions for our customers.

Leveraging external and internal technology

Our product strategy is to provide superior products by leveraging generally available technology, supporting open architectures on multiple platforms and by leveraging our core technologies such as custom application specific integrated circuits (“ASICs”) across multiple products.

We sell into test and measurement (“T&M”) and industrial/embedded applications in a broad range of industries and as such are subject to the economic and industry forces which drive those markets. It has been our experience that the performance of these industries and our performance is impacted by general trends in industrial production for the global economy and by the specific performance of certain vertical markets that are intensive consumers of measurement technologies. Examples of these markets are semiconductor capital equipment, telecom and mobile devices, consumer electronics, defense, aerospace and automotive.

In assessing our business, we consider the trends in the Global Purchasing Managers Index (“PMI”) published by JP Morgan, global industrial production as well as industry reports on the specific vertical industries that we target. A PMI reading above 50 is indicative of expansion in the global industrial economy. Our business is sensitive to fluctuations in general economic conditions, both in the U.S. and globally. Historically, our business cycles have generally followed the expansion and contraction cycles in the global industrial economy as measured by the PMI. The most recent reading for June 2012, showed the PMI had decreased to 48.9 down from a reading of 50.8 for December 2011. We are unable to predict whether the industrial economy, as measured by the PMI, will strengthen or continue to contract during the remainder of 2012. If the industrial economy, as measured by the PMI, continues to contract or remains at or near a neutral reading of around 50, indicating general weakness, it could have an adverse effect on the spending patterns of businesses, including our current and potential customers, which could adversely affect our revenues and result of operations.

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We distribute our software and hardware products primarily through a direct sales organization. We also use independent distributors, OEMs, VARs, system integrators and consultants to market our products. We have sales offices in the U.S. and sales offices and distributors in key international markets. Sales outside of the Americas accounted for approximately 61% and 59% of our revenues during the three month periods ended June 30, 2012 and 2011, respectively, and 60% and 59% for the six month periods ended June 30, 2012 and 2011. The vast majority of our foreign sales are denominated in the customers’ local currency, which exposes us to the effects of changes in foreign currency exchange rates. We expect that a significant portion of our total revenues will continue to be derived from international sales. (See Note 12 - Segment information of Notes to Consolidated Financial Statements for details concerning the geographic breakdown of our net sales, operating income, interest income and long-lived assets).

We manufacture a substantial majority of our products at our facility in Debrecen, Hungary. Additional production primarily of low volume or newly introduced products is done in Austin, Texas. Our product manufacturing operations can be divided into four areas: electronic circuit card and module assembly; chassis and cable assembly; technical manuals and product support documentation; and software duplication. We manufacture most of the electronic circuit card assemblies, modules and chassis in-house, although subcontractors are used from time to time. We manufacture some of our electronic cable assemblies in-house, but many assemblies are produced by subcontractors. We primarily subcontract our software duplication, our technical manuals and product support documentation.

We believe that our long-term growth and success depend on delivering high quality software and hardware products on a timely basis. Accordingly, we focus significant efforts on research and development. We focus our research and development efforts on enhancing existing products and developing new products that incorporate appropriate features and functionality to be competitive with respect to technology, price and performance. Our success also is dependent on our ability to obtain and maintain patents and other proprietary rights related to technologies used in our products. We have engaged in litigation and where necessary, will likely engage in future litigation to protect our intellectual property rights. In monitoring and policing our intellectual property rights, we have been and may be required to spend significant resources.

Our operating results fluctuate from period to period due to changes in global economic conditions and a number of other factors. As a result, we believe our historical results of operations should not be relied upon as indications of future performance. There can be no assurance that our net sales will grow or that we will remain profitable in future periods.

Current business outlook

Many of the industries we serve have historically been cyclical and have experienced periodic downturns. In assessing our business, we consider the trends in the PMI, global industrial production as well as industry reports on the specific vertical industries that we target. We remain concerned by the continued weakness of the Global PMI during the three month period ended June 30, 2012, and especially by the significant drop below 50 during June 2012. Also of concern is the drop in the new order element of the index to below 48 in June 2012. This component of the Global PMI is at its lowest level since the second quarter of 2009 and its drop suggests that the overall index may continue to decline in the coming months. We believe this trend; coupled with the recent fall in the value of the Euro will restrain revenue growth in the test and measurement industry in the second half of 2012. These trends could have an adverse effect on the spending patterns of businesses, including our current and potential customers, which could adversely affect our revenues and result of operations. Our key strategies are to maintain a stable gross margin and to optimize our operating cost structure while maintaining strong employee productivity.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items reflected in our Consolidated Statements of Income:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	(Unaudited)				(Unaudited)
	2012		2011		2012		2011
Net sales:
Americas	38.7	%	40.9	%	39.7	%	40.9	%
Europe	25.0		30.2		26.9		30.0
Asia Pacific	36.3		28.9		33.4		29.1
Consolidated net sales	100.0		100.0		100.0		100.0
Cost of sales	24.2		22.1		23.9		22.1
Gross profit	75.8		77.9		76.1		77.9
Operating expenses:
Sales and marketing	37.9		38.0		38.1		37.3
Research and development	18.6		18.5		19.6		18.3
General and administrative	7.4		8.4		7.7		8.2
Total operating expenses	63.9		64.9		65.4		63.8
Operating income	11.9		13.0		10.7		14.1
Other income (expense):
Interest income	0.0		0.1		0.1		0.1
Net foreign exchange gain (loss)	(0.4)		(0.2)		(0.4)		-0.1
Other income, net	0.1		(0.2)		0.0		0.0
Income before income taxes	11.6		12.7		10.4		14.1
Provision for income taxes	2.6		2.2		2.3		2.5
Net income	9.0	%	10.5	%	8.1	%	11.6	%

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Results of Operations for the Three and Six Month Periods ended June 30, 2012 and 2011

We are pleased to report continued revenue growth in 2012 including an all time revenue record in the three month period ended June 30, 2012. We believe the stability of our business despite a weakened global economy is validation of the value we deliver to customers through a Graphical System Design approach to measurement and control. We believe that our strong growth in large orders and a record quarter for our PXI products illustrate that the mainstream acceptance of our technology continues to grow.

Net Sales.  Our consolidated net sales were $292 million and $253 million for the three month periods ended June 30, 2012 and 2011, respectively, an increase of 15%. For the same periods, product sales were $269 million and $233 million, an increase of 15%, and software maintenance sales were $22 million and $20 million, an increase of 9%. Our consolidated net sales for the three month period ended June 30, 2012, were positively impacted by our Settlement Agreement with GSA which was $1.3 million less than the amount previously accrued. See Note 13 – Commitments and Contingencies in the Notes to our Consolidated Financial Statements for further discussion. Products in the areas of virtual instrumentation and graphical system design, which comprised approximately 95% of our revenue in the three months ended June 30, 2012, saw a year-over-year revenue increase of 16%. Instrument control products, which comprised approximately 5% of our revenue in the three months ended June 30, 2012, saw a year-over-year revenue decrease of 1%. Products in the areas of virtual instrumentation and graphical system design comprised approximately 94% of our revenue in the three months ended June 30, 2011 and instrument control products comprised approximately 6% of our revenues in the three months ended June 30, 2011.

For the six month periods ended June 30, 2012 and 2011, our consolidated net sales were $553 million and $491 million, respectively, an increase of 13%. For the same periods, product sales were $508 million and $452 million, respectively, an increase of 13%, and software maintenance sales were $44 million and $39 million, respectively, an increase of 11%. Products in the areas of virtual instrumentation and graphical system design, which comprised approximately 95% of our revenue in the six month period ended June 30, 2012, saw a year-over-year revenue increase of 14%. Instrument control products, which comprised approximately 5% of our revenues in the six month period ended June 30, 2012, saw a year-over-year revenue decrease of 13%. In the six month period ended June 30, 2011, products in the areas of virtual instrumentation and graphical system design comprised approximately 93% of our revenue while instrument control products comprised approximately 7% of our revenues.

We did not take any significant action with regard to pricing during the three month periods ended June 30, 2012 and 2011.

Large orders, defined as orders with a value greater than $20,000, grew by 40%, year over year, during the three month period ended June 30, 2012 and grew by 33%, year over year, during the six month period ended June 30, 2012. During the three and six month periods ended June 30, 2012, these large orders were 54% and 51%, respectively, of our total sales. During the three and six month periods ended June 30, 2011, these large orders were 46% and 44%, respectively, of our total sales. During the six month period ended June 30, 2012, we received a $40 million order for a large graphical system design application from one customer of which $25 million was recognized in revenue during the six month period ended June 30, 2012. Including this order, we received a total of $30 million and $50 million in orders from this customer in the three and six month periods ended June 30, 2012, respectively, of which $23 million and $27 million was recognized as revenue in the three and six month periods ended June 30, 2012, respectively. Larger orders like these may be more sensitive to changes in the global industrial economy, may be subject to greater discount variability, may contract at a faster pace during an economic downturn, may expose us to greater business and legal risks and may impose product acceptance clauses that could impact the timing of when the associated revenue can be recognized.

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For the three month periods ended June 30, 2012 and 2011, net sales in the Americas were $113 million and $104 million, respectively, an increase of 9%. Sales in the Americas, as a percentage of consolidated sales were 39% and 41% in the three month periods ended June 30, 2012 and 2011. In Europe, net sales were $73 million and $76 million in the three month periods ended June 30, 2012 and 2011, respectively, a decrease of 4%. Sales in Europe, as a percentage of consolidated sales were 25% and 30% in the three month periods ended June 30, 2012 and 2011, respectively. In Asia, net sales were $106 million and $73 million in the three month periods ended June 30, 2012 and 2011 periods, respectively, an increase of 45%. Sales in Asia, as a percentage of consolidated sales were 36% and 29% in the three month periods ended June 30, 2012 and 2011, respectively.

For the six month periods ended June 30, 2012 and 2011, net sales in the Americas were $220 million and $201 million, respectively, an increase of 9%. For these same periods, sales in the Americas, as a percentage of consolidated sales were 40% and 41%, respectively. In Europe, net sales were $149 million and $147 million in the six month periods ended June 30, 2012 and 2011, respectively, an increase of 1%. For these same periods, sales in Europe, as a percentage of consolidated sales were 27% and 30%, respectively. In Asia, net sales were $185 million and $143 million, in the six month periods ended June 30, 2012 and 2011 respectively, an increase of 29%. For these same periods, sales in Asia, as a percentage of consolidated sales were 33% and 29%, respectively.

We expect sales outside of the Americas to continue to represent a significant portion of our revenue. We intend to continue to expand our international operations by increasing our presence in existing markets, adding a presence in some new geographical markets and continuing the use of distributors to sell our products in some countries. We anticipate that sales growth in Asia will continue to outpace growth in the Americas and Europe and continue to grow as a percent of our total net sales. For the three and six month periods ended June 30, 2012, sales attributed to our acquisitions of AWR and PMI were $10 million and $19 million, respectively.

Almost all of the sales made by our direct sales offices in the Americas, outside of the U.S., in Europe and in Asia Pacific are denominated in local currencies, and accordingly, the U.S. dollar equivalent of these sales is affected by changes in foreign currency exchange rates. For the three month period ended June 30, 2012, in local currency terms, our consolidated net sales increased by $46 million or 18%, Americas sales increased by $10 million or 10%, European sales increased by $752,000 or 1%, and sales in Asia Pacific increased by $35 million or 48%, compared to the three month period ended June 30, 2011. During this same period, the change in exchange rates had the effect of decreasing our consolidated sales by $8 million or 3%, decreasing Americas sales by $1 million or 1%, decreasing European sales by $4.8 million or 6.3%, and decreasing sales in Asia Pacific by $2.2 million or 3.0%.

For the three month period ended June 30, 2011, in local currency terms, our consolidated sales increased by $33 million or 16%, Americas sales increased by $13 million or 14%, European sales increased by $13 million or 23%, and sales in Asia Pacific increased by $7 million or 12%. During this same period, the change in exchange rates had the effect of increasing our consolidated sales by $10 million or 5%, increasing Americas sales by $856,000 or 1%, increasing European sales by $4.1 million or 7%, and increasing sales in Asia Pacific by $4.5 million or 7%.

For the six month period ended June 30, 2012, in local currency terms, our consolidated net sales increased by $69 million or 14%, Americas sales increased by $21 million or 10%, European sales increased by $5.7 million or 4%, and sales in Asia Pacific increased by $42 million or 29%, compared to the six month period ended June 30, 2011. During this same period, the change in exchange rates had the effect of decreasing our consolidated sales by $7.7 million or 2%, decreasing Americas sales by $1.6 million or 1%, decreasing European sales by $5.6 million or 3.6%, and decreasing sales in Asia Pacific by $518,000 or 0.4%.

For the six month period ended June 30, 2011, in local currency terms, our consolidated net sales increased by $82 million or 20%, Americas sales increased by $31 million or 18%, European sales increased by $28 million or 24%, and sales in Asia Pacific increased by $23 million or 20%, compared to the six month period ended June 30, 2010. During this same period, the change in exchange rates had the effect of increasing our consolidated sales by $8 million or 2%, increasing Americas sales by $853,000 or 0.5%, increasing European sales by $3.1 million or 3%, and increasing sales in Asia Pacific by $4.5 million or 4%.

To help protect against a reduction in value caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows resulting from international sales, we have instituted a foreign currency cash flow hedging program. We hedge portions of our forecasted revenue denominated in foreign currencies with forward and purchased option contracts. During the three month periods ended June 30, 2012 and 2011, these hedges had the effect of increasing our consolidated sales by $728,000 and decreasing our consolidated sales by $983,000, respectively. During the six month periods ended June 30, 2012 and 2011, these hedges had the effect of increasing our consolidated sales by $1.2 million and decreasing our consolidated sales by $1.7 million, respectively. (See Note 5 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for further discussion regarding our cash flow hedging program and its related impacted on our consolidated sales for 2012 and 2011).

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Gross Profit. For the three month periods ended June 30, 2012 and 2011, gross profit was $221 million and $197 million, respectively, an increase of 12%. As a percentage of sales, gross profit was 76% and 78% for the three month periods ended June 30, 2012 and 2011, respectively. For the six month periods ended June 30, 2012 and 2011, gross profit was $421 million and $383 million, respectively, an increase of 10%. For these same periods, as a percentage of sales, gross profit was 76% and 78%, respectively. During the three and six month periods ended June 30, 2012, gross margin was negatively impacted by the decline in our European business as a result of the weakness of the European industrial economy and the weaker Euro as well as the lower than average gross margin on our larger orders. We continued to focus on cost control and cost reduction measures throughout our manufacturing cycle and continued to see the benefits of those efforts. These cost control and cost reduction measures along with sales growth have allowed us to maintain stability in our gross margin percentage.

For three month periods ended June 30, 2012 and 2011, the change in exchange rates had the effect of decreasing our cost of sales by $501,000 or (1)% and increasing our cost of sales by $1.4 million or 3%, respectively. For the six month periods ended June 30, 2012 and 2011, the change in exchange rates had the effect of decreasing our cost of sales by $647,000 or 1% and increasing our cost of sales by $2.6 million or 3%, respectively. To help protect against changes in our cost of sales caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows, we have a foreign currency cash flow hedging program. We hedge portions of our forecasted costs of sales denominated in foreign currencies with forward contracts. During the three month periods ended June 30, 2012 and 2011, these hedges had the effect of decreasing our cost of sales by $103,000 and $376,000, respectively. During the six month periods ended June 30, 2012 and 2011, these hedges had the effect of decreasing our cost of sales by $95,000 and $750,000, respectively. (See Note 5 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for further discussion regarding our cash flow hedging program and its related impacted on our consolidated sales for 2012 and 2011).

Operating Expenses. For the three month periods ended June 30, 2012 and 2011, operating expenses were $187 million and $164 million, respectively, an increase of 13%. This increase in our operating expenses was due to higher personnel related expenses of $18 million which included commissions, variable compensation and benefits. The increase in personnel expenses is related to a net increase in our overall headcount of 564 employees. The majority of these personnel additions occurred during the second and third quarter of 2011 resulting in a more significant impact on our June 30, 2012 year over year comparison. In addition, this increase is attributed to higher expenses for building and equipment of $2 million, higher expenses related to marketing and outside services of $4 million, and higher travel related expenses of $2 million. Over the same period, the net impact of changes in foreign currency exchange rates decreased our operating expense by $3.2 million.

For the six month periods ended June 30, 2012 and 2011, operating expenses were $362 million and $313 million respectively, an increase of 16%. This increase in our operating expenses was due to higher personnel related expenses of $35 million which included commissions, variable compensation and benefits, higher expenses related to marketing and outside services of $5 million, higher expenses for building and equipment of $6 million, and higher travel related expenses of $4 million. Over the same period, the net impact of changes in foreign currency exchange rates decreased our operating expense by $3.6 million. The increase in personnel expenses is related to a net increase in our average headcount of 564 employees.

As a percentage of net sales, operating expenses in the three month periods ended June 30, 2012 and 2011 were 64% and 65%, respectively. The year over year decrease in our operating expenses as a percent of sales is attributed to the fact that our net sales grew by 15% while operating expenses only increased by 13% based on the factors above. For the six month periods ended June 30, 2012 and 2011, operating expenses as a percentage of net sales were 65% and 64%, respectively. This year over year increase in our operating expenses as a percentage of net sales is attributed to the fact that we grew our overall operating expenses by 16% while our net sales grew by 13%.

We believe that our long-term growth and success depends on developing high quality software and hardware products on a timely basis. To that end, we have made investments in research and development and our field sales force a priority. For the three month periods ended June 30, 2012 and 2011, our research and development expenses were $54 million and $47 million, respectively. For the six month periods ended June 30, 2012 and 2011, our research and development expenses were $108 million and $90 million, respectively. This increase was due to an increase in our research and development headcount to 1,888 at June 30, 2012 from 1,786 at June 30, 2011. This increase in headcount is consistent with our stated plan to make investment in research and development a priority in order to support our long-term growth.

Operating Income.  For the three month periods ended June 30, 2012 and 2011, operating income was $35 million and $33 million, respectively, an increase of 6%. As a percent of net sales, operating income was 12% and 13%, respectively in these same periods. This decline in operating income as a percent of sales is attributable to the 2% decline in our gross margin as a percent of sales. For the six month periods ended June 30, 2012 and 2011, operating income was $59 million and $69 million, respectively, a decrease of 15%. As a percentage of net sales, operating income was 11% and 14% respectively, in these same periods. This decline in operating income as a percent of sales is attributable to the 2% decline in our gross margin as a percent of sales as well as the fact that operating expense increased by 16% while revenue increased by 13%.

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Interest Income.For the three month periods ended June 30, 2012 and 2011, interest income was $132,000 and $344,000, respectively. For the six month periods ended June 30, 2012 and 2011, interest income was $362,000 and $685,000, respectively. We continue to see low yields for high quality investment alternatives that comply with our corporate investment policy. We do not expect yields in these types of investments to increase during the remainder of 2012.

Net Foreign Exchange (Loss).For the three month periods ended June 30, 2012 and 2011, net foreign exchange (loss) was $(1.0) million and $(486,000), respectively. During the six month periods ended June 30, 2012 and 2011, net foreign exchange (loss) was $(1.9) million and $(709,000), respectively. These results are attributable to movements in the foreign currency exchange rates between the U.S. dollar and foreign currencies in subsidiaries for which our functional currency is not the U.S. dollar. During the three and six month periods ended June 30, 2012, there was mixed volatility in the exchange rates between the U.S. dollar and most of the major currencies in the markets in which we do business. We cannot predict the direction or degree of future volatility in these exchange rates. In the past, we have noted that significant volatility in foreign currency exchange rates in the markets in which we do business has had a significant impact on the revaluation of our foreign currency denominated firm commitments, on our ability to forecast our U.S. dollar equivalent revenues and expenses and on the effectiveness of our hedging programs. In the past, these dynamics have also adversely affected our revenue growth in international markets and may pose similar challenges in the future. We recognize the local currency as the functional currency in virtually all of our international subsidiaries.

We utilize foreign currency forward contracts to hedge our foreign denominated net foreign currency balance sheet positions to help protect against the change in value caused by a fluctuation in foreign currency exchange rates. We typically hedge up to 90% of our outstanding foreign denominated net receivable or payable positions and typically limit the duration of these foreign currency forward contracts to approximately 90 days. The gain or loss on these derivatives as well as the offsetting gain or loss on the hedged item attributable to the hedged risk is recognized in current earnings under the line item “Net foreign exchange gain (loss)”. Our hedging strategy reduced our foreign exchange losses by $794,000 in the three month period ended June 30, 2012 and reduced our foreign exchange gains by $1.1 million in the three month period ended June 30, 2011. Our hedging strategy increased our foreign exchange losses by $236,000 in the six month period ended June 30, 2012 and reduced our foreign exchange gains by $2.1 million in six month period ended June 30, 2011.

Provision for Income Taxes.For the three month periods ended June 30, 2012 and 2011, our provision for income taxes reflected an effective tax rate of 23%  and 18%, respectively. For the six month periods ended June 30, 2012 and 2011, our provision for income taxes reflected an effective tax rate of 22% and 18%, respectively.The factors that caused our effective tax rate to change year-over-year are detailed in the table below:

	Three Months Ended		Six Months Ended
	June 30, 2012		June 30, 2012
	(Unaudited)		(Unaudited)
Effective tax rate at June 30, 2011	18	%	18	%
Change in unrecognized tax benefits for uncertain tax positions	(1)		(1)
Change in enhanced deduction for certain research and development expenses	(3)		(3)
Decrease in the partial release of a deferred tax asset valuation allowance	4		4
Decrease in tax benefit from equity awards	2		2
Expiration of the research and development tax credit	2		2
Other	1		0
Effective tax rate at June 30, 2012	23	%	22	%

(See Note 9 – Income taxes of Notes to Consolidated Financial Statements for further discussion regarding changes in our effective tax rate and a reconciliation of income taxes at the U.S. federal statutory income tax rate of 35% to our effective tax rate).

Other operational metrics

We believe that the following additional unaudited operational metrics assist investors in assessing our operational performance relative to our peers and to our historical results.

Acquisition related deferred revenue excluded from revenue and GSA accrual adjustment. For the three and six month periods ended June 30, 2012 and 2011, our excluded acquisition related deferred revenue was as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Revenue
Acquisition related deferred revenue	$	887	$	-	$	2,156	$	-
GSA accrual		(1,349)		-		(1,349)		-
Benefit from (provision for) income taxes		162		-		(282)		-
Total	$	(300)	$	-	$	525	$	-

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Charges related to stock-based compensation, amortization of acquired intangibles and acquisition related transaction costs. For the three and six month periods ended June 30, 2012 and 2011, the gross charges related to stock-based compensation as a component of cost of sales, sales and marketing, research and development, and general and administrative expenses and the total charges were as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Stock-based compensation
Cost of sales	$	438	$	398	$	853	$	715
Sales and marketing		2,945		2,457		5,585		4,379
Research and development		2,679		2,070		5,128		3,756
General and administrative		921		781		1,720		1,446
Provision for income taxes		(1,880)		(2,120)		(3,387)		(3,960)
Total	$	5,103	$	3,586	$	9,899	$	6,336

For the three and six month periods ended June 30, 2012 and 2011, the gross charges related to the amortization of acquisition related intangibles as a component of cost of sales, sales and marketing and other income (expense), net and the total charges were as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Amortization of acquired intangibles
Cost of sales	$	2,186	$	1,005	$	4,596	$	2,009
Sales and marketing		448		100		895		117
Other income, net		193		-		382		-
Provision for income taxes		(894)		(359)		(1,866)		(709)
Total	$	1,933	$	746	$	4,007	$	1,417

For the three and six month periods ended June 30, 2012 and 2011, the gross charges related to acquisition related transaction costs as a component of cost of sales, sales and marketing, research and development and general and administrative expenses and the total charges were as follows:

		Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Acquisition related transaction costs
Cost of sales	$	-	$	-	$	32	$	-
Sales and marketing		19		982		239		982
Research and development		56		-		162		-
General and administrative		9		427		56		427
Provision for income taxes		(29)		(51)		(171)		(51)
Total	$	55	$	1,358	$	318	$	1,358

Liquidity and Capital Resources

Working Capital, Cash and Cash Equivalents and Short-term Investments.  The following table presents our working capital, cash and cash equivalents and short-term investments:

		June 30, 2012		December 31, 2011		Increase/
(In thousands)		(unaudited)		(unaudited)		(Decrease)
Working capital	$	544,921	$	506,644	$	38,277
Cash and cash equivalents (1)		271,402		142,608		128,794
Short-term investments (1)		79,325		223,504		(144,179)
Total cash, cash equivalents and short-term investments	$	350,727	$	366,112	$	(15,385)
(1) Included in working capital

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During the six month period ended June 30, 2012, our working capital increased by $38 million. Overall, current assets increased by $44 million while current liabilities increased by $5.8 million. The increase in our current assets was the result of a $31 million increase in accounts receivable, a $17 million increase in inventory and a $11 million increase in prepaid expenses and other current assets, offset by a $15 million decrease in our cash, cash equivalents and short-term investments. These overall increases in working capital accounts can be attributed to our overall business growth during the six month period ended June 30, 2012.

Our cash and cash equivalent balances are held in numerous financial institutions throughout the world, including substantial amounts held outside of the U.S., however, the majority of our cash and investments that are located outside of the U.S. are denominated in the U.S. dollar with the exception of $32 million U.S. dollar equivalent of German government sovereign debt that is denominated in Euro. Our short-term investments do not include sovereign debt from any other countries in Europe. At June 30, 2012, we had $351 million in cash, cash equivalents and short-term investments. Approximately $73 million or 21% of these amounts were held in domestic accounts with various financial institutions and $278 million or 79% was held in accounts outside of the U.S. with various financial institutions. Of our short-term investments, $26 million or 33% was held in our investment accounts in the U.S. and $54 million or 67% was held in investment accounts of our foreign subsidiaries. Most of the amounts held outside of the U.S. could be repatriated to the U.S., but under current law, would be subject to U.S. federal income taxes, less applicable foreign tax credits. We have provided for the U.S. federal tax liability on some of these amounts for financial statement purposes, except for foreign earnings that are considered indefinitely reinvested outside of the U.S. If we chose to repatriate earnings that are considered indefinitely reinvested outside of the U.S., we would incur additional U.S. federal income tax payments in future years. We utilize a variety of tax planning and financing strategies with the objective of having our worldwide cash available in the locations in which it is needed; however, we may chose to repatriate earnings in the future.

Cash Provided and (Used) in the Six Month Periods ended June 30, 2012 and 2011.  Cash, cash equivalents and short-term investments decreased to $351 million at June 30, 2012 from $366 million at December 31, 2011. The following table summarizes the proceeds and (uses) of cash:

		Six Months Ended June 30,
(In thousands)		(unaudited)
		2012		2011
Cash provided by operating activities	$	41,801	$	73,296
Cash provided/(used) by investing activities		104,496		(87,940)
Cash (used)/provided by financing activities		(17,503)		2,564
Net change in cash equivalents		128,794		(12,080)
Cash and cash equivalents at beginning of year		142,608		219,447
Cash and cash equivalents at end of period	$	271,402	$	207,367

For the six month periods ended June 30, 2012 and 2011, cash provided by operating activities was $42 million and $73 million, respectively. Year over year, we saw a decrease in net income of $12 million and a decrease in cash provided by operating assets and liabilities of $20 million.

Accounts receivable increased to $188 million at June 30, 2012 compared to $157 million at December 31, 2011. Days sales outstanding was 57 days at June 30, 2012, compared to 51 days at December 31, 2011. The increase in accounts receivable was the result of a large volume of sales shipped toward the end of our three month period ended June 30, 2012. We typically bill customers on an open account basis subject to our standard net 30 day payment terms. If, in the longer term, our revenue increases, it is likely that our accounts receivable balance will also increase. Our accounts receivable could also increase if customers delay their payments or if we grant extended payment terms to customers, both of which are more likely to occur during challenging economic times when our customers may face issues gaining access to sufficient funding or credit.

Consolidated inventory balances increased to $149 million at June 30, 2012 from $132 million at December 31, 2011. Inventory turns were 1.9 at June 30, 2012, compared to 1.9 at December 31, 2011. Inventory increased by $17 million during the six month period ended June 30, 2012, in order to support our anticipated revenue growth. Our inventory levels will continue to be determined based upon our anticipated demand for products and our need to keep sufficient inventory on hand to meet our customers’ demands. Such considerations are balanced against the risk of obsolescence or potentially excess inventory levels. Rapid changes in customer demand could have a significant impact on our inventory balances in future periods.

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Investing activities provided cash of $104 million during the six months ended June 30, 2012, as the result of the net sale of $144 million of short-term investments offset by the purchase of property and equipment of $29 million and capitalization of internally developed software of $10 million. Investing activities used cash of $88 million during the six months ended June 30, 2011, as the result of our acquisitions of AWR Corporation (AWR) and Phase Matrix Inc. (PMI) for $45 million, net of cash received, and $28 million, net of cash received, respectively, as well as the purchase of property and equipment of $23 million, and capitalization of internally developed software of $9 million, offset by the net sale of $20 million of short-term investments.

Financing activities used cash of $18 million during the six months ended June 30, 2012, which was the result of $14 million received from the issuance of our common stock from the exercise of stock options and under our employee stock purchase plan, offset by $34 million used to pay dividends to our stockholders. Financing activities provided cash of $2.6 million during the six months ended June 30, 2011, which was the result of $24 million used to pay dividends to our stockholders offset by $21 million received from the issuance of our common stock from the exercise of stock options and under our employee stock purchase plan as well as a tax benefit of $5 million.

From time to time, our Board of Directors has authorized various programs to repurchase shares of our common stock depending on market conditions and other factors. On April 21, 2010, our Board of Directors approved a share repurchase program that increased the aggregate number of shares of common stock that we are authorized to repurchase from approximately 1.0 million to 4.5 million. We did not make any purchases under this plan during the six month period ended June 30, 2012. At June 30, 2012, there were 3,932,245 shares remaining available for repurchase under this plan. This repurchase plan does not have an expiration date.

During the six month period ended June 30, 2012, we received less proceeds from the exercise of stock options compared to the six months ended June 30, 2011. The timing and number of stock option exercises and the amount of cash proceeds we receive through those exercises are not within our control and in the future, we may not generate as much cash from the exercise of stock options as we have in the past. Moreover, since 2005, it has been our practice to issue restricted stock units and not stock options to eligible employees which has reduced the number of stock options available for exercise in the future. Unlike the exercise of stock options, the issuance of shares upon vesting of restricted stock units does not result in any cash proceeds to us.

Contractual Cash Obligations.  Purchase obligations primarily represent purchase commitments for customized inventory and inventory components. At June 30, 2012, we had non-cancelable purchase commitments with various suppliers of customized inventory and inventory components totaling approximately $9 million. At December 31, 2011, we had non-cancelable purchase commitments with various suppliers of customized inventory and inventory components totaling approximately $14 million.

Guarantees are related to payments of customs and foreign grants. At June 30, 2012, we had outstanding guarantees for payment of customs and foreign grants totaling approximately $4 million. At December 31, 2011, we had outstanding guarantees for payment of customs, foreign grants and potential customer disputes totaling approximately $5 million.

Off-Balance Sheet Arrangements.We do not have any debt or off-balance sheet debt. At June 30, 2012, we did not have any relationships with any unconsolidated entities or financial partnerships, such as entities often referred to as structured finance entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we were engaged in such relationships.

Prospective Capital Needs.  We believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations as well as from the exercise of employee stock options and the purchase of common stock through our employee stock purchase plan, will be sufficient to cover our working capital needs, capital expenditures, investment requirements and commitments for at least the next 12 months. We believe these sources of cash will be sufficient to continue to fund the construction of our manufacturing, logistics and research and development facility in Penang, Malaysia, which construction began in the third quarter of 2011. Over the next twelve months, we may need to seek external financing or repatriate foreign earnings in order to continue payment of dividends to our stockholders or to pursue acquisitions or other corporate activities. We may also choose to raise additional funds by selling equity or debt securities to the public or to selected investors. Historically, we have not had to rely on debt, public or private, to fund our operating, financing or investing activities. We could also choose to reduce certain expenditures or payments of dividends or suspend our program to repurchase shares of our common stock. In addition, even though we may not need additional funds, we may still elect to sell additional equity or debt securities or obtain credit facilities for other reasons. If we elect to raise additional funds, we may not be able to obtain such funds on a timely basis on acceptable terms, if at all. If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of our existing stockholders would be reduced. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to those of our common stock.

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Although we believe that we have sufficient capital to fund our operating activities for at least the next 12 months, our future capital requirements may vary materially from those now planned. We anticipate that the amount of capital we will need in the future will depend on many factors, including:

· costs associated with the construction of our facilities in Malaysia;

· difficulties and the high tax costs associated with the repatriation of earnings;

· payment of dividends to our stockholders;

· acquisitions of other businesses, assets, products or technologies;

· general economic and political conditions and specific conditions in the markets we address, including any volatility in the industrial economy in the various geographic regions in which we do business;

· the inability of certain of our customers who depend on credit to have access to their traditional sources of credit to finance the purchase of products from us, which may lead them to reduce their level of purchases or to seek credit or other accommodations from us;

· required levels of research and development and other operating costs;

· capital improvements for new and existing facilities;

· the overall levels of sales of our products and gross profit margins;

· our business, product, capital expenditure and research and development plans, and product and technology roadmaps;

· the levels of inventory and accounts receivable that we maintain;

· repurchases of our common stock;

· our relationships with suppliers and customers; and

· the level of exercises of stock options and stock purchases under our employee stock purchase plan.

Recently Issued Accounting Pronouncements

See Note 14 – Recently Issued Accounting Pronouncements in Notes to Consolidated Financial Statements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Response to this item is included in Item 2 - Management's Discussion and Analysis of Financial Conditions and Results of Operations above.

Financial Risk Management

Our international sales are subject to inherent risks, including fluctuations in local economies; fluctuations in foreign currencies relative to the U.S. dollar; difficulties in staffing and managing foreign operations; greater difficulty in accounts receivable collection; costs and risks of localizing products for foreign countries; unexpected changes in regulatory requirements, tariffs and other trade barriers; difficulties in the repatriation of earnings and burdens of complying with a wide variety of foreign laws.

The vast majority of our sales outside of North America are denominated in local currencies, and accordingly, the U.S. dollar equivalent of these sales is affected by changes in the foreign currency exchange rates. The change in exchange rates had the effect decreasing our consolidated sales by $8 million or 3% in the three month period ended June 30, 2012, and increasing our consolidated sales by $10 million or 5% in the three month period ended June 30, 2011. The change in exchange rates had the effect of decreasing our consolidated sales by $7.7 million or 2% in the six month period ended June 30, 2012, and increasing our consolidated sales by $8 million or 2% in the six month period ended June 30, 2011.Since most of our international operating expenses are also incurred in local currencies, the change in exchange rates had the effect of decreasing our consolidated operating expenses by $3.2 million or 2% in the three month period ended June 30, 2012, and increasing our consolidated operating expenses by $6 million or 5% in the three month period ended June 30, 2011. The change in exchange rates had the effect of decreasing our consolidated operating expenses by $3.6 million or 1% in the six month period ended June 30, 2012, and increasing our consolidated operating expenses by $8 million or 3% in the six month period ended June 30, 2011.

During six month period ended June 30, 2012, there was an overall appreciation of the U.S. dollar against the major currencies we do business in and a high level of volatility in the broader foreign exchange markets. The majority of the appreciation and the highest level of volatility occurred during the three month period ended June 30, 2012. We cannot predict the direction or degree of future volatility in exchange rates. In the past, we have noted that significant volatility in foreign currency exchange rates in the markets in which we do business has had a significant impact on the revaluation of our foreign currency denominated firm commitments, on our ability to forecast our U.S. dollar equivalent revenues and expenses and on the effectiveness of our hedging programs. In the past, these dynamics have also adversely affected our revenue growth in international markets and may pose similar challenges in the future. We recognize the local currency as the functional currency in virtually all of our international subsidiaries.

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If the local currencies in which we sell our products strengthen against the U.S. dollar, we may need to lower our prices in the local currency to remain competitive in our international markets which could have a material adverse effect on our gross and net profit margins. If the local currencies in which we sell our products weaken against the U.S. dollar and if the local sales prices cannot be raised due to competitive pressures, we will experience a deterioration of our gross and net profit margins. To help protect against the change in the value caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows resulting from international sales and expenses over the next one to two years, we have a foreign currency cash flow hedging program. We hedge portions of our forecasted revenue, cost of sales and operating expenses denominated in foreign currencies with foreign currency forward contracts. For forward contracts, when the dollar strengthens significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the forward contracts designated as hedges. For purchased option contracts, when the dollar strengthens significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the option contracts designated as hedges, net of the premium paid. Our foreign currency purchased option contracts are purchased “at-the-money” or “out-of-the-money.” We purchase foreign currency forward and option contracts for up to 100% of our forecasted exposures in selected currencies (primarily in Euro, Japanese yen, Korean won and Hungarian forint) and limit the duration of these contracts to 40 months or less. As a result, our hedging activities only partially address our risks from foreign currency transactions, and there can be no assurance that this strategy will be successful. We do not invest in contracts for speculative purposes.

During the three month period ended June 30, 2012, our hedges had the effect of increasing our consolidated sales by $728,000, decreasing our cost of sales by $103,000, and decreasing our operating expenses by $8,000. During the six month period ended June 30, 2012, our hedges had the effect of increasing our consolidated sales by $1.2 million, decreasing our cost of sales by $95,000, and decreasing our operating expenses by $63,000. During the three month period ended June 30, 2011, our hedges had the effect of decreasing our consolidated sales by $983,000, decreasing our cost of sales by $376,000, and decreasing our operating expenses by $277,000. During the six month period ended June 30, 2011, our hedges had the effect of decreasing our consolidated sales by $1.7 million, decreasing our cost of sales by $750,000, and decreasing our operating expenses by $422,000. (See Note 5 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for further discussion regarding our cash flow hedging program and its related impacted on our consolidated sales, cost of sales and operating expenses for the three and six month periods ended June 30, 2012 and 2011).

Inventory Management

The marketplace for our products dictates that many of our products be shipped very quickly after an order is received. As a result, we are required to maintain significant inventories. Therefore, inventory obsolescence is a risk for us due to frequent engineering changes, shifting customer demand, the emergence of new industry standards and rapid technological advances including the introduction by us or our competitors of products embodying new technology. However, our risk of obsolescence is mitigated as many of our products have interchangeable parts and many have long lives. While we adjust for excess and obsolete inventories and we monitor the valuation of our inventories, there can be no assurance that our valuation adjustments will be sufficient.

Market Risk

We are exposed to a variety of risks, including foreign currency fluctuations and changes in the market value of our investments. In the normal course of business, we employ established policies and procedures to manage our exposure to fluctuations in foreign currency values and changes in the market value of our investments.

Cash, Cash Equivalents and Short-Term Investments

At June 30, 2012, we had $351 million in cash, cash equivalents and short-term investments of which $73 million or 21% is held in domestic accounts and $278 million or 79% is held in international accounts. We maintain cash and cash equivalents and short-term investments with various financial institutions located in many countries throughout the world. At June 30, 2012, we had cash and cash equivalents of $271 million of which $124 million or 46% was held in cash in various operating accounts throughout the world, $62 million or 23% was held in money market accounts, and $85 million or 31% was held in U.S. Treasuries. The most significant of our operating accounts was our domestic operating account which held approximately $19 million or 7% of our total cash and cash equivalents at a bank that carried A+/A2/AA- ratings. At June 30, 2012, we had short-term investments of $79 million of which $26 million or 33% was held in our investment accounts in the U.S. and $54 million or 67% was held in investment accounts of our foreign subsidiaries. Our short-term investments include $32 million U.S. dollar equivalent of German government sovereign debt that is denominated in Euro. Our German government sovereign debt holdings have a maximum maturity of 24 months and carry Aaa/AAA ratings. Our short-term investments do not include sovereign debt from any other countries in Europe.

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We value our available-for-sale short term investments based on pricing from third party pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. We classify all of our fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of our financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques. We believe all of these sources reflect the credit risk associated with each of our available for sale short term investments.

The goal of our investment policy is to manage our investment portfolio to preserve principal and liquidity while maximizing the return on our investment portfolio through the full investment of available funds. We place our cash investments in instruments that meet credit quality standards, as specified in our corporate investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. Our cash equivalents and short-term investments carried ratings from the major credit rating agencies that were in accordance with our corporate investment policy. Our investment policy allows investments in the following: government and federal agency obligations, repurchase agreements (“Repos”), certificates of deposit and time deposits, corporate obligations, medium term notes and deposit notes, commercial paper including asset-backed commercial paper (“ABCP”), puttable bonds, general obligation and revenue bonds, money market funds, taxable commercial paper, corporate notes/bonds, municipal notes, municipal obligations, variable rate demand notes and tax exempt commercial paper. All such instruments must carry minimum ratings of A1/P1/F1, MIG1/VMIG1/SP1 and A2/A/A, as applicable, all of which are considered “investment grade”. Our investment policy for marketable securities requires that all securities mature in three years or less, with a weighted average maturity of no longer than 18 months with at least 10% maturing in 90 days or less.

We account for our investments in debt and equity instruments under FASB ASC 320 Investments – Debt and Equity Securities (FASB ASC 320). Our investments are classified as available-for-sale and accordingly are reported at fair value, with unrealized gains and losses reported as other comprehensive income, a component of shareholders’ equity. Unrealized losses are charged against income when a decline in fair value is determined to be other than temporary. Investments with maturities beyond one year are classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The fair value of our short-term investments at June 30, 2012 and December 31, 2011 was $79 million and $224 million, respectively. The decrease was due to the net sale of $144 million of short-term investments of which approximately $110 million were reinvested in financial instruments with original maturities of less than 90 days and are therefore classified as cash equivalents at June 30, 2012.

We follow the guidance provided by FASB ASC 320 to assess whether our investments with unrealized loss positions are other than temporarily impaired. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net, in our Consolidated Statements of Income. There were not any other than temporary impairments recognized in other expense during the three and six month periods ended June 30, 2012.

Interest Rate Risk

Investments in both fixed rate and floating rate instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to an increase in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due to these factors, our future investment income may fall short of expectations due to changes in interest rates or if the decline in the fair value of our publicly traded debt investments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates. However, because any debt securities we hold are classified as available-for-sale, no gains or losses are realized in our income statement due to changes in interest rates unless such securities are sold prior to maturity or unless declines in value are determined to be other-than-temporary. These securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax.

In a declining interest rate environment, as short-term investments mature, reinvestment occurs at less favorable market rates. Given the short-term nature of certain investments, the current interest rate environment of low rates has negatively impacted our investment income.

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In order to assess the interest rate risk associated with our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of our investment portfolio assuming a 100 basis point parallel shift in the yield curve. Based on our investment positions as of June 30, 2012, a 100 basis point increase or decrease in interest rates across all maturities would result in a $1.3 million increase or decrease in the fair market value of our portfolio. As of December 31, 2011, a similar 100 basis point increase or decrease in interest rates across all maturities would result in a $1.9 million increase or decrease in the fair market value of our portfolio. Such losses would only be realized if we sold the investments prior to maturity or if there is an other than temporary impairment. Actual future gains and losses associated with our investments may differ from the sensitivity analyses performed as of June 30, 2012, due to the inherent limitations associated with predicting the changes in the timing and level of interest rates and our actual exposures and positions.

We continue to monitor the stability of the financial markets, particularly those in the European region and have taken steps to limit our direct and indirect exposure to these markets; however, we can give no assurance that we will not be negatively impacted by any adverse outcomes in those markets. We also continue to weigh the benefit of the higher yields associated with longer maturities against the interest rate risk and credit rating risk, also associated with these longer maturities when making these decisions. We cannot predict when or if interest rates and investment yields will rise. If yields continue to stay at these low levels, our investment income will continue to be negatively impacted.

Exchange Rate Risk

Our objective in managing our exposure to foreign currency exchange rate fluctuations is to reduce the impact of adverse fluctuations in such exchange rates on our earnings and cash flow. Accordingly, we utilize purchased foreign currency option and forward contracts to hedge our exposure on anticipated transactions and firm commitments. The principal currencies hedged are the Euro, Japanese yen, Korean won and Hungarian forint. We monitor our foreign exchange exposures regularly to help ensure the overall effectiveness of our foreign currency hedge positions. There can be no assurance that our foreign currency hedging activities will substantially offset the impact of fluctuations in currency exchanges rates on our results of operations and financial position. Based on the foreign exchange instruments outstanding at June 30, 2012 and December 31, 2011, an adverse change (defined as 20% in the Asian currencies and 10% in all other currencies) in exchange rates would result in a decline in the aggregate settlement value of all of our instruments outstanding of approximately $18 million and $23 million, respectively. However, as we utilize foreign currency instruments for hedging anticipated and firmly committed transactions, we believe that a loss in settlement value for those instruments will be substantially offset by increases in the value of the underlying exposure. (See Note 5 - Derivative instruments and hedging activities of Notes to Consolidated Financial Statements for a further description of our derivative instruments and hedging activities).

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer, Dr. James Truchard, and our EVP, Chief Operating Officer and Chief Financial Officer, Alex Davern, based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), required by paragraph (b) of Rule 13a – 15 or Rule 15d – 15, have concluded that our disclosure controls and procedures were effective at the reasonable assurance level, to ensure the timely collection, evaluation and disclosure of information relating to us that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting. Our assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute assurance that the control system’s objectives will be met.

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Changes in Internal Control Over Financial Reporting

We continue to enhance our internal control over financial reporting in key functional areas with the goal of monitoring our operations at the level of documentation, segregation of duties, and systems security necessary, as well as transactional control procedures required, under Auditing Standard No. 5 issued by the Public Company Accounting Oversight Board. We discuss and disclose these matters to the audit committee of our board of directors and to our auditors.

During the three month period ended June 30, 2012, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of the Rule 13a – 15 or Rule 15d – 15 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We are not currently a party to any material litigation. However, in the ordinary course of our business, we are involved in a limited number of legal actions, both as plaintiff and defendant, and could incur uninsured liability in any one or more of them. See Note 13 – Commitments and Contingencies in the Notes to our Consolidated Financial Statements, for discussion of the Settlement Agreement we entered into in connection with our previous GSA contract. No assurances can be given with respect to the extent or outcome of any future litigation or dispute.

ITEM 1A. RISK FACTORS

Uncertain Economic Conditions, Particularly those in Europe, Could Materially Adversely Affect Our Business and Results of Operations.  Our business is sensitive to fluctuations in general economic conditions, both in the U.S. and globally. The uncertain economic climate, particularly in Europe, negative financial news, volatile foreign currency markets, natural disasters, energy costs, budget and tax policies throughout the world’s developed economies, employment levels, labor costs, healthcare costs, declining income or asset values and credit availability, could negatively impact the global industrial economy. Historically, our business cycles have generally followed the expansion and contraction cycles in the global industrial economy as measured by the PMI. The most recent reading for June 2012, showed the PMI had decreased to 48.9 down from a reading of 50.8 for December 2011. A PMI reading above 50 indicates an expanding industrial economy while a reading below 50 indicates a contracting industrial economy. We are unable to predict whether the industrial economy, as measured by the PMI, will strengthen or continue to contract during the remainder of 2012. If the industrial economy, as measured by the PMI, continues to contract or remains at or near a neutral reading of around 50, indicating general weakness, it could have an adverse effect on the spending patterns of businesses including our current and potential customers which could adversely affect our revenues and result of operations.

Our Very Large Order Business Exposes Us to Significant Additional Business and Legal Risks that Could Have a Material Adverse Impact on our Business, Results of Operations and Financial Condition. In recent years, we have made a concentrated effort to increase our revenue through the pursuit of very large orders which we define as those with a value greater than $1,000,000.  As a result of such efforts, this business continues to grow as a percent of our overall business.  This business exposes us to significant additional business and legal risks compared to smaller orders.  These customers frequently require contract terms that vary substantially from our standard terms of sale.  These orders can be accompanied by critical delivery commitments and severe contractual liabilities can be imposed on us if we fail to provide the quantity of product at the required delivery times. These customers may also impose product acceptance requirements and product performance evaluations which create uncertainty with respect to the timing of our ability to recognize revenue from such orders. These contracts may have supply constraint requirements which mandate that we allocate large product inventories for a specific contract. These inventory requirements expose us to higher risks of inventory obsolescence and can adversely impact our ability to provide adequate product supply to other customers.  Fulfillment of these contracts can severely challenge our supply chain capabilities at the component acquisition, assembly and delivery stages.  Although very large volume customers expose us to significant additional risks, our contracts with such customers may allow the customer to cancel or delay orders without liability which exposes our business and financial results to significant risk. These contracts can require us to develop specific product mitigation plans for product delivery constraints caused by unexpected or catastrophic situations to help assure quick production recovery.  We can attempt to manage this risk but there can be no assurance that we will be successful in our efforts. These customers may demand most favored customer pricing, significant discounts and volume rebates and such terms can adversely impact our revenues, margins and financial results. These customers may request broad indemnity obligations and large direct and consequential damage provisions in the event their contracts with us are breached, and these provisions expose us to risk and liabilities far in excess of our standard terms and conditions of sale. While we attempt to limit the number of contracts that contain the non-standard terms of sale described above and attempt to contractually limit our potential liability under such contracts, we have been and expect to be forced to agree to some or all of such provisions to secure these customers and to continue to grow our business.  Such actions expose us to significant additional risks which could result in a material adverse impact on our business, results of operations and financial condition.

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Increases in the Amount of Revenue Derived from Large Orders Could Adversely Affect our Gross Margin and Could Lead to Greater Variability in our Quarterly Results.  Our large order business, defined as orders with a value greater than $20,000, continues to grow as a percent of our overall business. As a percent of our overall business, larger orders reached a new high during the three and six month periods ended June 30, 2012, increasing to 54% and 51% of our total busness, respectively, from 46% and 44% or our total business in the three and six month periods ended June 30, 2011, respectively. Larger orders may be more sensitive to changes in the global industrial economy, may be subject to greater discount variability and may contract at a faster pace during an economic downturn. Historically, our gross margins have been stable from period to period. To the extent that the amount of our revenue derived from larger orders increases in future periods, both in absolute dollars and as a percent of our overall business, our gross margins could experience greater volatility and we could see a greater negative impact on our business from future downturns in the global industrial economy. This dynamic may also have an adverse effect on the historical seasonal pattern of our revenues and our results of operations.

Our Quarterly Results are Subject to Fluctuations Due to Various Factors that May Adversely Affect Our Business and Result of Operations.  Our quarterly operating results have fluctuated in the past and may fluctuate significantly in the future due to a number of factors, including:

· changes in the global economy or global credit markets, particularly in the Euro zone;

· changes in the amount of revenue derived from large or very large orders and the pricing and terms of such orders;

· increasing concentration of our revenue from large or very large customers;

· adjustments to acquisition earn-out accruals;

· fluctuations in foreign currency exchange rates;

· changes in the mix of products sold;

· the availability and pricing of components from third parties (especially limited sources);

· the difficulty in maintaining margins, including the higher margins traditionally achieved in international sales;

· changes in pricing policies by us, our competitors or suppliers;

· the timing, cost or outcome of any future intellectual property litigation or commercial disputes;

· delays in product shipments caused by human error or other factors; and,

· disruptions in transportation channels.

We Operate in Intensely Competitive Markets.  The markets in which we operate are characterized by intense competition from numerous competitors, some of which are divisions of large corporations having far greater resources than we have, and we may face further competition from new market entrants in the future. A key competitor is Agilent Technologies Inc. (“Agilent”). Agilent offers hardware and software products that provide solutions that directly compete with our virtual instrumentation products and Agilent has released its own line of PXI based hardware. Agilent is aggressively advertising and marketing products that are competitive with our products. Because of Agilent’s strong position in the instrumentation business, changes in its marketing strategy or product offerings could have a material adverse effect on our operating results.

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We believe our ability to compete successfully depends on a number of factors both within and outside our control, including:

· general market and economic conditions, particularly in the Euro zone;

· the impact of foreign exchange rates on product pricing;

· industry consolidation, including acquisitions by our competitors;

· success in developing new products;

· timing of our new product introductions;

· new product introductions by competitors;

· the ability of competitors to more fully leverage low cost geographies;

· product pricing;

· effectiveness of sales and marketing resources and strategies;

· adequate manufacturing capacity and supply of components and materials;

· efficiency of manufacturing operations;

· strategic relationships with our suppliers;

· product quality and performance;

· protection of our products by effective use of intellectual property laws;

· the financial strength of our competitors;

· the outcome of any pending or future litigation or commercial dispute;

· barriers to entry imposed by competitors with significant market power in new markets; and,

· government actions throughout the world.

There can be no assurance that we will be able to compete successfully in the future.

Our Success Depends on New Product Introductions and Market Acceptance of Our Products.  The market for our products is characterized by rapid technological change, evolving industry standards, changes in customer needs and frequent new product introductions, and is therefore highly dependent upon timely product innovation. Our success is dependent on our ability to successfully develop and introduce new and enhanced products on a timely basis to replace declining revenues from older products, and on increasing penetration in domestic and international markets. As has occurred in the past and as may be expected to occur in the future, we have experienced significant delays between the announcement and the commercial availability of new products. Any significant delay in releasing new products could have a material adverse effect on the ultimate success of a product and other related products and could impede continued sales of predecessor products, any of which could have a material adverse effect on our operating results. There can be no assurance that we will be able to introduce new products in accordance with announced release dates, that our new products will achieve market acceptance or that any such acceptance will be sustained for any significant period. Failure of our new products to achieve or sustain market acceptance could have a material adverse effect on our operating results. Moreover, there can be no assurance that our international sales will continue at existing levels or grow in accordance with our efforts to increase foreign market penetration.

Our Revenues are Subject to Seasonal Variations.  In previous years, our revenues have been characterized by seasonality, with revenues typically growing from the first quarter to the second quarter, being relatively constant from the second quarter to the third quarter, growing in the fourth quarter compared to the third quarter and declining in the first quarter of the following year from the fourth quarter of the preceding year. This historical trend has been affected and may continue to be affected in the future by broad fluctuations in the global industrial economy, the economic impact of larger orders as well as the timing of new product introductions or acquisitions, if any. The ongoing economic contraction in the Euro zone could persist or worsen in the remainder of 2012. If this instability in the Euro zone continues, worsens or negatively affects other economic regions in 2012, it may have a material adverse effect on the seasonal patterns described above as well as on our overall results of operations and profitability. Our total operating expenses have in the past tended to increase in each successive quarter and have fluctuated as a percentage of revenue based on the seasonality of our revenue.

Concentrations of Credit Risk and Uncertain Conditions in the Global Financial Markets May Adversely Affect Our Business and Result of Operations.  By virtue of our holdings of cash, investment securities and foreign currency derivatives, we have exposure to many different counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks and investment banks. Many of these transactions expose us to credit risk in the event of a default of our counterparties. We continue to monitor the stability of the financial markets, particularly those in the European region and have taken steps to limit our direct and indirect exposure to these markets; however, we can give no assurance that we will not be negatively impacted by any adverse outcomes in those markets. There can be no assurance that any losses or impairments to the carrying value of our financial assets as a result of defaults by our counterparties, would not materially and adversely affect our business, financial position and results of operations.

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Our Acquisitions are Subject to a Number of Related Costs and Challenges that Could Have a Material Adverse Effect on Our Business and Results of Operations.  During the second quarter of 2011, we completed the acquisitions of AWR Corporation (AWR) and Phase Matrix Inc. (PMI). We may in the future acquire additional complementary businesses, products or technologies. Achieving the anticipated benefits of an acquisition depends upon whether the integration of the acquired business, products or technology is accomplished efficiently and effectively. In addition, successful acquisitions generally require, among other things, integration of product offerings, manufacturing operations and coordination of sales and marketing and R&D efforts. These difficulties can become more challenging due to the need to coordinate geographically separated organizations, the complexities of the technologies being integrated, and the necessities of integrating personnel with disparate business backgrounds and combining different corporate cultures. The integration of operations following an acquisition also requires the dedication of management resources, which may distract attention from our day-to-day business and may disrupt key R&D, marketing or sales efforts. Our inability to successfully integrate AWR and PMI or any future acquisition could harm our business. The existing products previously sold by entities we have acquired may be of a lesser quality than our products and/or could contain errors that produce incorrect results on which users rely or cause failure or interruption of systems or processes that could subject us to liability claims that could have a material adverse effect on our operating results or financial position. Furthermore, products acquired in connection with acquisitions may not gain acceptance in our markets, and we may not achieve the anticipated or desired benefits of such transactions.

Our Business is Dependent on Key Suppliers and Distributors and Disruptions in these Businesses Could Adversely Affect our Business and Results of Operations.Our manufacturing processes use large volumes of high-quality components and subassemblies supplied by outside sources. Several of these components are available through limited sources. Limited source components purchased include custom application specific integrated circuits (“ASICs”), chassis and other components. We have in the past experienced delays and quality problems in connection with limited source components, and there can be no assurance that these problems will not recur in the future. Accordingly, our failure to receive components from limited suppliers could result in a material adverse effect on our revenues and operating results. In the event that any of our limited suppliers experience significant financial or operational difficulties due to adverse global economic conditions or otherwise, our business and operating results would likely be adversely impacted until we are able to secure another source for the required materials.

In some countries, we use distributors to support our sales channels. In the event that any of our distributors experience significant financial or operational difficulties due to adverse global economic conditions or we experience disruptions in the use of these distributors, our business and operating results would likely be adversely impacted until we are able to secure another distributor or establish our direct sales capabilities in the affected market.

A Substantial Majority of Our Manufacturing Capacity is Located in Hungary. Our Hungarian manufacturing and warehouse facility sources a substantial majority of our sales. In order to enable timely shipment of products to our customers we also maintain the vast majority of our inventory at our Hungary warehouse facility. In addition to being subject to the risks of maintaining such a concentration of manufacturing capacity and global inventory, this facility and its operation are also subject to risks associated with doing business internationally, including:

· a changing political environment;

· significant and frequent changes in the corporate tax law;

· the volatility of the Hungarian forint relative to the U.S. dollar;

· difficulty in managing manufacturing operations in a foreign country;

· challenges in expanding capacity to meet increased demand;

· difficulty in achieving or maintaining product quality;

· interruption to transportation flows for delivery of components to us and finished goods to our customers;

· a restrictive labor code; and,

· increasing labor costs.

No assurance can be given that our efforts to mitigate these risks will be successful. We are currently operating our manufacturing facility in Hungary at a high level of capacity utilization and are selectively increasing our capacity to meet anticipated demand for our products. Any failure to effectively deal with the risks above could result in an interruption in the facility’s operation or delays in expanding its capacity, either of which could have a material adverse effect on our operating results and limit our revenue growth opportunities.

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Our long term manufacturing and warehousing capacity planning contemplates a third manufacturing and warehousing facility in Penang, Malaysia. We began warehousing and distribution operations out of Penang, Malaysia via a third party logistics provider in October 2010. We began construction of a manufacturing, logistics and research and development facility in Malaysia in the third quarter of 2011. We can give no assurance that we will be successful in deploying our new facility in Malaysia on schedule or that we will not exceed our cost estimates. Our failure to successfully deploy our new facility in Malaysia or our failure to deploy this facility without exceeding our cost estimates could have a material adverse effect on our ability to meet customer demands, our ability to grow our business as well as our liquidity, capital resources and results of operations. If we succeed in deploying our Malaysian manufacturing facility on schedule and the demand for our products does not grow as expected, we will have excess manufacturing capacity which will cause an increase in overhead that will negatively impact our gross margins and results of operations.

We Have Established a Budget and Variations From Our Budget Will Affect Our Financial Results.  We established an operating budget for 2012 in 2011. Our budget was established based on the estimated revenue from sales of our products which are based on economic conditions in the markets in which we do business as well as the timing and volume of our new products and the expected penetration of both new and existing products in the marketplace. In 2011, we increased our overall headcount by 955. During 2012, we will see the full year impact of these headcount additions on our operating expenses. If demand for our products in 2012 is less than the demand we anticipated in setting our 2012 budget, our operating results could be negatively impacted. If we exceed the level of expenses established in our 2012 operating budget or if we cannot reduce budgeted expenditures in response to a decrease in revenue, our operating results could be adversely affected. Our spending could exceed our budget due to a number of factors, including:

· increased costs from hiring more product development engineers or other personnel;

· increased costs from hiring more field sales personnel;

· increased manufacturing costs resulting from component supply shortages or component price fluctuations;

· additional marketing costs for new product introductions or for conferences and tradeshows;

· the timing cost or outcome of any future intellectual property litigation or commercial disputes;  

· increased component costs resulting from vendors increasing prices in response to increased economic activity; or

· additional costs related to acquisitions, if any.

We May Experience Component Shortages that May Adversely Affect Our Business and Result of Operations.  As has occurred in the past and as may be expected to occur in the future, supply shortages of components used in our products, including limited source components, can result in significant additional costs and inefficiencies in manufacturing. If we are unsuccessful in resolving any such component shortages in a timely manner, we will experience a significant impact on the timing of revenue, a possible loss of revenue, and/or an increase in manufacturing costs, any of which would have a material adverse impact on our operating results.

Our Income Tax Rate is Affected by our Tax Benefits in Hungary.  The profit from our Hungarian operation benefits from the fact that it is subject to an effective income tax rate that is lower than the U.S. federal statutory tax rate of 35%. Our earnings in Hungary are subject to a statutory tax rate of 19%. The difference between this rate and the statutory U.S. rate of 35% resulted in income tax benefits of $3.1 million and $4 million for the three month periods ended June 30, 2012 and 2011, respectively, and income tax benefits of $5.2 million and $7.4 million for the six month periods ended June 30, 2012 and 2011, respectively. In addition, effective January 1, 2010, certain qualified research and development expenses became eligible for an enhanced tax deduction. The enhanced tax deduction for research and development expenses resulted in income tax benefits of $4.6 million and $3.0 million for the three month periods ended June 30, 2012 and 2011, respectively, and income tax benefits of $7.7 million and $6.8 million for the six month periods ended June 30, 2012 and 2011, respectively. This tax benefit may not be available in future years due to changes in political conditions in Hungary or changes in tax laws in Hungary and in the U.S. The reduction or elimination of these benefits in Hungary or future changes in U.S. law pertaining to the taxation of foreign earnings could result in an increase in our future effective income tax rate which could have a material adverse effect on our operating results. No countries other than Hungary had a significant impact on our effective tax rate. We have not entered into any advanced pricing or other agreements with the Internal Revenue Service with regard to any foreign jurisdictions.

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We are Subject to Risks Associated with Our Centralization of Inventory and Distribution.  Currently, shipments to our customers worldwide are primarily sourced from our warehouse facility in Debrecen, Hungary. Shipments to some of our customers in Asia are currently made either out of local inventory managed by our branch operations in various Asian countries or from a centralized distribution point in Penang, Malaysia. We plan to continue to devote resources to centralizing our distribution to a limited number of shipping points. Our centralization of inventory and distribution from a limited number of shipping points is subject to inherent risks, including:

· burdens of complying with additional and/or more complex VAT and customs regulations; and,

· severe concentration of inventory increasing the risks associated with fire, natural disasters and logistics disruptions to customer order fulfillment.

Any difficulties with the centralization of our distribution or delays in the implementation of the systems or processes to support this centralized distribution could result in an interruption of our normal operations, including our ability to process orders and ship products to our customers. Any failure or delay in distribution from our facilities in Hungary and Malaysia could have a material adverse effect on our operating results.

We Rely on Management Information Systems and Interruptions in our Information Technology Systems Could Adversely Affect our Business.  We rely on the efficient and uninterrupted operation of complex information technology systems and networks to operate our business. We rely on a primary global center for our management information systems and on multiple systems in branches not covered by our global center. As with any information system, unforeseen issues may arise that could affect our ability to receive adequate, accurate and timely financial information, which in turn could inhibit effective and timely decisions. Furthermore, it is possible that our global center for information systems or our branch operations could experience a complete or partial shutdown. Significant system or network disruption could be the result of new system implementations, computer viruses, security breaches, facility issues or energy blackouts. If such a shutdown or disruption occurred, it would impact our product shipments and revenues, as order processing and product distribution are heavily dependent on our management information systems. Such an interruption could also result in a loss of our intellectual property or the release of sensitive competitive information or vendor, supplier, customer or employee personal data. Any loss of such information could harm our competitive position, result in a loss of customer confidence, and cause us to incur significant costs to remedy the damages caused by the disruptions or security breaches. Accordingly, our operating results in such periods would be adversely impacted.

We are continually working to maintain reliable systems to control costs and improve our ability to deliver our products in our markets worldwide. Our efforts include, but are not limited to the following: firewalls, antivirus, patches, log monitors, routine backups with offsite retention of storage media, system audits, data partitioning and routine password modifications. No assurance can be given that our efforts will be successful.

During 2010, we devoted significant resources to completing the upgrade of our Americas business application suite to Oracle’s version R12. During 2011, we devoted significant resources to completing the upgrade of our business application suite used primarily by our European, Japanese, and global manufacturing operations to Oracle’s version R12 and completing an upgrade to the underlying infrastructure of our website, ni.com. We continue to devote resources to the development of our web offerings.There can be no assurance that we will not experience difficulties with these new systems.  Difficulties with these new systems may interrupt normal operations, including the ability to provide quotes, process orders, ship products, provide services and support to our customers, bill and track our customers, fulfill contractual obligations and otherwise run our business.  Any disruptions of the systems may have a material adverse effect on our results of operations.

Adoption of Complex Health Care Legislation and Related Regulations and Financial Reform Could Increase our Operating Costs and Adversely Affect Our Result of Operations. The adoption of the Patient Protection and Affordable Care Act and the related reconciliation measure, the Health Care and Education Reconciliation Act of 2010, and the regulations resulting from such legislation could increase the costs of providing health care to our employees. Due to the complexity of the legislation and the uncertain timing and content of the related regulations, we are unable to predict the amount and timing of any such increased costs. In addition, it is likely that we will incur additional administrative costs to comply with certain provisions of this legislation. Due to the fact that many of the rules and regulations have not yet been defined, we are unable to predict the amount of these costs or to what extent we may need to divert other resources to comply with various provisions of this legislation. Additionally, the Dodd-Frank Wall Street Reform and Consumer Protection Act could result in increased costs to us either as a result of our efforts to comply with the corporate governance provisions which may be applicable to us or due to the impact of such legislation on the derivative contracts or other financial instruments or financial markets that we utilize in the normal course of our business.

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Our Product Revenues are Dependent on Certain Industries.  Sales of our products are dependent on customers in certain industries, particularly the telecommunications, semiconductor, consumer electronics, automotive, automated test equipment, defense and aerospace industries. As we have experienced in the past, and as we may continue to experience in the future, downturns characterized by diminished product demand in any one or more of these industries may result in decreased sales, and a material adverse effect on our operating results.

We are Subject to Risks Associated with Our Website.  We devote resources to maintain our Website as a key marketing, sales and support tool and expect to continue to do so in the future. However, there can be no assurance that we will be successful in our attempt to leverage the Web to increase sales. We host our Website internally. Any failure to successfully maintain our Website or any significant downtime or outages affecting our Website could have a material adverse impact on our operating results.

Our Products are Complex and May Contain Bugs or Errors.  As has occurred in the past and as may be expected to occur in the future, our new software products or new operating systems of third parties on which our products are based often contain bugs or errors that can result in reduced sales or cause our support costs to increase, either of which could have a material adverse impact on our operating results.

We are Subject to Various Risks Associated with International Operations and Foreign Economies. Our international sales are subject to inherent risks, including:

· difficulties and the high tax costs associated with the repatriation of earnings;

· fluctuations in local economies;

· fluctuations in foreign currencies relative to the U.S. dollar;

· difficulties in staffing and managing foreign operations;

· greater difficulty in accounts receivable collection;

· costs and risks of localizing products for foreign countries;

· unexpected changes in regulatory requirements;

· tariffs and other trade barriers; and,

· the burdens of complying with a wide variety of foreign laws.

In many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by U.S. regulations applicable to us such as the Foreign Corrupt Practices Act. Although we have policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors and agents, including those based in or from countries where practices which violate such U.S. laws may be customary, will not take actions in violation of our policies. Any violation of foreign or U.S. laws by our employees, contractors or agents, even if such violation is prohibited by our policies, could have a material adverse effect on our business. We must also comply with various import and export regulations. The application of these various regulations depends on the classification of our products which can change over time as such regulations are modified or interpreted. As a result, even if we are currently in compliance with applicable regulations, there can be no assurance that we will not have to incur additional costs or take additional compliance actions in the future. Failure to comply with these regulations could result in fines or termination of import and export privileges, which could have a material adverse effect on our operating results. Additionally, the regulatory environment in some countries is very restrictive as their governments try to protect their local economy and value of their local currency against the U.S. dollar.

The vast majority of our sales outside of North America are denominated in local currencies, and accordingly, the U.S. dollar equivalent of these sales is affected by changes in the foreign currency exchange rates. The change in exchange rates had the effect decreasing our consolidated sales by $8 million or 3% in the three month period ended June 30, 2012, and increasing our consolidated sales by $10 million or 5% in the three month period ended June 30, 2011. The change in exchange rates had the effect of decreasing our consolidated sales by $8 million or 2% in the six month period ended June 30, 2012, and increasing our consolidated sales by $8 million or 2% in the six month period ended June 30, 2011.Since most of our international operating expenses are also incurred in local currencies, the change in exchange rates had the effect of decreasing our consolidated operating expenses by $3.2 million or 2% in the three month period ended June 30, 2012, and increasing our consolidated operating expenses by $6 million or 5% in the three month period ended June 30, 2011. The change in exchange rates had the effect increasing our consolidated operating expenses by $3.6 million or 1% in the six month period ended June 30, 2012, and increasing our consolidated operating expenses by $8 million or 3% in the six month period ended June 30, 2011.

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During the six month period ended June 30, 2012, there was an overall appreciation of the U.S. dollar against the major currencies we do business in and a high level of volatility in the broader foreign exchange markets. The majority of the appreciation and the highest level of volatility occurred during the three month period ended June 30, 2012. We cannot predict to what degree or how long this recent volatility in the foreign currency exchange markets will continue.  In the past, we have noted that significant volatility in foreign currency exchange rates in the markets in which we do business has had a significant impact on the revaluation of our foreign currency denominated firm commitments, on our ability to forecast our U.S. dollar equivalent revenues and expenses and on the effectiveness of our hedging programs. In the past, these dynamics have also adversely affected our revenue growth in international markets and may pose similar challenges in the future. We recognize the local currency as the functional currency in virtually all of our international subsidiaries.

Our Business Depends on Our Proprietary Rights and We Have Been Subject to Intellectual Property Litigation. Our success depends on our ability to obtain and maintain patents and other proprietary rights relative to the technologies used in our principal products. Despite our efforts to protect our proprietary rights, unauthorized parties may have in the past infringed or violated certain of our intellectual property rights. We from time to time engage in litigation to protect our intellectual property rights. In monitoring and policing our intellectual property rights, we have been and may be required to spend significant resources. We from time to time may be notified that we are infringing certain patent or intellectual property rights of others. There can be no assurance that any future intellectual property litigation will not result in significant litigation expense, liability, injunction against the sale of some of our products, and a diversion of management’s attention, any of which may have a material adverse effect on our operating results.

Our Reported Financial Results May be Adversely Affected by Changes in Accounting Principles Generally Accepted in the United States. We prepare our financial statements in conformity with accounting principles generally accepted in the U.S. These accounting principles are subject to interpretation by the Financial Accounting Standards Board and the Securities and Exchange Commission. A change in these policies or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Our Business Depends on the Continued Service of Key Management and Technical Personnel.  Our success depends upon the continued contributions of our key management, sales, marketing, research and development and operational personnel, including Dr. Truchard, our Chairman and Chief Executive Officer, and other members of our senior management and key technical personnel. We have no agreements providing for the employment of any of our key employees for any fixed term and our key employees may voluntarily terminate their employment with us at any time. The loss of the services of one or more of our key employees in the future could have a material adverse effect on our operating results. We also believe our future success will depend upon our ability to attract and retain additional highly skilled management, technical, marketing, research and development, and operational personnel with experience in managing large and rapidly changing companies, as well as training, motivating and supervising employees. Our failure to attract or retain key technical or managerial talent could have an adverse effect on our operating results. We also recruit and employ foreign nationals to achieve our hiring goals primarily for engineering and software positions. There can be no guarantee that we will continue to be able to recruit foreign nationals at the current rate. There can be no assurance that we will be successful in retaining our existing key personnel or attracting and retaining additional key personnel. Failure to attract and retain a sufficient number of our key personnel could have a material adverse effect on our operating results.

Our Manufacturing Operations are Subject to a Variety of Environmental Regulations and Costs that May Have a Material Adverse Effect on our Business and Results of our Operations.  We must comply with many different governmental regulations related to the use, storage, discharge and disposal of toxic, volatile or otherwise hazardous chemicals used in our manufacturing operations in the U.S. and in Hungary. Although we believe that our activities conform to presently applicable environmental regulations, our failure to comply with present or future regulations could result in the imposition of fines, suspension of production or a cessation of operations. Any such environmental regulations could require us to acquire costly equipment or to incur other significant expenses to comply with such regulations. Any failure by us to control the use of or adequately restrict the discharge of hazardous substances could subject us to future liabilities.

We Are Subject to the Risk of Product Liability Claims.  Our products are designed to provide information upon which users may rely. Our products are also used in “real time” applications requiring extremely rapid and continuous processing and constant feedback. Such applications give rise to the risk that a failure or interruption of the system or application could result in economic damage or bodily harm. We attempt to assure the quality and accuracy of the processes contained in our products, and to limit our product liability exposure through contractual limitations on liability, limited warranties, express disclaimers and warnings as well as disclaimers contained in our “shrink wrap” license agreements with end-users. If our products contain errors that produce incorrect results on which users rely or cause failure or interruption of systems or processes, customer acceptance of our products could be adversely affected. Further, we could be subject to liability claims that could have a material adverse effect on our operating results or financial position. Although we maintain liability insurance for product liability matters, there can be no assurance that such insurance or the contractual limitations used by us to limit our liability will be sufficient to cover or limit any claims which may occur.

44

Provisions in Our Charter Documents and Delaware Law and Our Stockholder Rights Plan May Delay or Prevent an Acquisition of Us. Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board of Directors. These provisions include a classified Board of Directors, prohibition of stockholder action by written consent, prohibition of stockholders to call special meetings and the requirement that the holders of at least 80% of our shares approve any business combination not otherwise approved by two-thirds of the Board of Directors. Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. In addition, our Board of Directors has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer. Our Board of Directors adopted a stockholders rights plan on January 21, 2004, pursuant to which we declared a dividend of one right for each share of our common stock outstanding as of May 10, 2004. This rights plan replaced a similar rights plan that had been in effect since our initial public offering in 1995. Unless redeemed by us prior to the time the rights are exercised, upon the occurrence of certain events, the rights will entitle the holders to receive upon exercise thereof shares of our preferred stock, or shares of an acquiring entity, having a value equal to twice the then-current exercise price of the right. The issuance of the rights could have the effect of delaying or preventing a change of control of us.

Compliance With Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 is Costly and Challenging.  As required by Section 302 of the Sarbanes-Oxley Act of 2002, this Form 10-Q contains our management’s certification of adequate disclosure controls and procedures as of June 30, 2012. Our most recent annual report on Form 10-K also contains a report by our management on our internal control over financial reporting including an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2011. Our most recent annual report on Form 10-K also contains an attestation and report by our external auditors with respect to the effectiveness of our internal control over financial reporting under Section 404. While these assessments and reports did not reveal any material weaknesses in our internal control over financial reporting, compliance with Sections 302 and 404 is required for each future fiscal year end. We expect that the ongoing compliance with Sections 302 and 404 will continue to be both very costly and very challenging and there can be no assurance that material weaknesses will not be identified in future periods. Any adverse results from such ongoing compliance efforts could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information as of June 30, 2012 with respect to the shares of common stock that we repurchased during the second quarter of 2012.

Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs (1)
April 1, 2012 to April 30, 2012	-	-	-	3,932,245
May 1, 2012 to May 31, 2012	-	-	-	3,932,245
June 1, 2012 to June 30, 2012	-	-	-	3,932,245
Total	-	-	-

(1) For the past several years, we have maintained various stock repurchase programs. At June 30, 2012, there were 3,932,245 shares available for repurchase under the plan approved on April 21, 2010. This repurchase plan does not have an expiration date.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.OTHER INFORMATION

From time to time our directors, executive officers and other insiders may adopt stock trading plans pursuant to Rule 10b5-1(c) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Jeffrey L. Kodosky and James J. Truchard have made periodic sales of our stock pursuant to such plans.

45

ITEM 6	EXHIBITS
3.1(1)	Certificate of Incorporation, as amended, of the Company.
3.2(2)	Amended and Restated Bylaws of the Company.
3.3(3)	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Company.
4.1(4)	Specimen of Common Stock certificate of the Company.
4.2(5)	Rights Agreement dated as of January 21, 2004, between the Company and EquiServe Trust Company, N.A.
10.1(4)	Form of Indemnification Agreement.
10.2(6)	1994 Incentive Plan, as amended.*
10.3(7)	1994 Employee Stock Purchase Plan.*
10.5(8)	National Instruments Corporation Annual Incentive Program, as amended.*
10.6(9)	2005 Incentive Plan.*
10.7(10)	2005 Form of Restricted Stock Unit Award Agreement (Non-Employee Director).*
10.8(11)	2005 Form of Restricted Stock Unit Award Agreement (Performance Vesting).*
10.9(12)	2005 Form of Restricted Stock Unit Award Agreement (Current Employee).*
10.10(13)	2005 Form of Restricted Stock Unit Award Agreement (Newly Hired Employee).*
10.11(14)	2010 Incentive Plan.*
10.12(15)	2010 Form of Restricted Stock Unit Award Agreement (Non-Employee Director).*
10.13(16)	2010 Form of Restricted Stock Unit Award Agreement (Performance Vesting).*
10.14(17)	2010 Form of Restricted Stock Unit Award Agreement (Current Employee).*
10.15(18)	2010 Form of Restricted Stock Unit Award Agreement (Newly Hired Employee).*
31.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document **
101.SCH	XBRL Taxonomy Extension Schema Document **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document **
101.LAB	XBRL Taxonomy Extension Label Linkbase Document **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document **
(1)	Incorporated by reference to the same-numbered exhibit filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
(2)	Incorporated by reference to the same-numbered exhibit filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
(3)	Incorporated by reference to the same-numbered exhibit filed with the Company’s Registration Statement on Form 8-A on April 27, 2004.
(4)	Incorporated by reference to the Company’s Registration Statement on Form S-1 (Reg. No. 33-88386) declared effective March 13, 1995.
(5)	Incorporated by reference to exhibit 4.1 filed with the Company’s Current Report on Form 8-K filed on January 28, 2004.
(6)	Incorporated by reference to the same-numbered exhibit filed with the Company’s Form 10-Q on August 5, 2004.
(7)	Incorporated by reference to exhibit 10.3 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
(8)	Incorporated by reference to exhibit 99.1 filed with the Company’s Current Report on Form 8-K filed on February 24, 2012.
(9)	Incorporated by reference to exhibit A of the Company’s Proxy Statement dated and filed on April 4, 2005.
(10)	Incorporated by reference to the exhibit 10.8 filed with the Company’s Form 10-Q on August 2, 2006.
(11)	Incorporated by reference to exhibit 10.9 filed with the Company’s Form 10-Q on August 2, 2006.
(12)	Incorporated by reference to exhibit 10.10 filed with the Company’s Form 10-Q on August 2, 2006.
(13)	Incorporated by reference to exhibit 10.11 filed with the Company’s Form 10-Q on August 2, 2006.
(14)	Incorporated by reference to exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on May 17, 2010.
(15)	Incorporated by reference to exhibit 10.2 filed with the Company’s Current Report on Form 8-K filed on June 24, 2010.
(16)	Incorporated by reference to exhibit 10.3 filed with the Company’s Current Report on Form 8-K filed on June 24, 2010.
(17)	Incorporated by reference to exhibit 10.4 filed with the Company’s Current Report on Form 8-K filed on June 24, 2010.
(18)	Incorporated by reference to exhibit 10.5 filed with the Company’s Current Report on Form 8-K filed on June 24, 2010.
*	Management Contract or Compensatory Plan or Arrangement
**	In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

46

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  August 3, 2012

NATIONAL INSTRUMENTS CORPORATION

BY:  /s/ Alex M. Davern                                         

Alex M. Davern

EVP, Chief Operating Officer,

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

47

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Truchard, certify that:

1.I have reviewed this report on Form 10-Q of National Instruments Corporation;

2.Based on my knowledge, this quarterly 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 3, 2012

By: /s/ James J. Truchard 

James J. Truchard

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alex M. Davern, certify that:

1.I have reviewed this report on Form 10-Q of National Instruments Corporation;

2.Based on my knowledge, this quarterly 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 3, 2012

By: /s/ Alex M. Davern 

Alex M. Davern

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Truchard, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of National Instruments Corporation on Form 10-Q for the fiscal quarter ended June 30, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of National Instruments Corporation. 

By: /s/ James J. Truchard 

James J. Truchard

Chief Executive Officer

I, Alex M. Davern, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of National Instruments Corporation on Form 10-Q for the fiscal quarter ended June 30, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of National Instruments Corporation. 

By: /s/ Alex M. Davern 

Alex M. Davern

Chief Financial Officer

XML

Cash, Cash Equivalents And Short-Term Investments (Contractual Maturities Of Short-Term Investments Designated As Available-For-Sale) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost, Due in less than 1 year	$ 153,484
Fair Value, Due in less than 1 year	149,862
Adjusted Cost, Due in 1 to 5 years	15,741
Fair Value, Due in 1 to 5 years	14,326
Adjusted Cost, Total	169,225
Fair Value, Total	164,188
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost, Due in less than 1 year	5,118
Fair Value, Due in less than 1 year	5,120
Adjusted Cost, Due in 1 to 5 years	1,495
Fair Value, Due in 1 to 5 years	1,495
Corporate Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost, Due in less than 1 year	9,181
Fair Value, Due in less than 1 year	9,189
U.S. Treasuries And Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost, Due in less than 1 year	109,390
Fair Value, Due in less than 1 year	109,393
Adjusted Cost, Due in 1 to 5 years	4,403
Fair Value, Due in 1 to 5 years	4,395
Foreign Government Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost, Due in less than 1 year	26,725
Fair Value, Due in less than 1 year	23,090
Adjusted Cost, Due in 1 to 5 years	9,843
Fair Value, Due in 1 to 5 years	8,436
Time Deposits [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost, Due in less than 1 year	3,070
Fair Value, Due in less than 1 year	$ 3,070

XML

Segment Information (Schedule Of Net Sales, Operating Income, Interest Income And Long-Lived Assets By Major Geographical Areas) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 292,259	$ 253,284	$ 553,392	$ 491,134
Operating income	34,864	32,942	59,208	69,454
Unallocated: Research and development expenses	(54,286)	(47,027)	(108,301)	(89,895)
Interest income	132	344	362	685
Long-lived assets	205,754	190,148	205,754	190,148	190,148
Americas [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	113,175	103,713	219,962	201,077
Operating income	9,590	18,700	22,121	38,785
Interest income	16	121	107	270
Long-lived assets	112,251	110,153	112,251	110,153
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	73,060	76,383	148,767	147,439
Operating income	33,245	32,542	67,882	68,695
Interest income	90	195	184	353
Long-lived assets	47,177	47,000	47,177	47,000
Asia Pacific [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	106,024	73,188	184,663	142,618
Operating income	46,315	28,727	77,506	51,869
Interest income	26	28	71	62
Long-lived assets	$ 46,326	$ 32,995	$ 46,326	$ 32,995

XML

Goodwill (Schedule Of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012 segment
Goodwill [Abstract]
Balance as of December 31, 2011	$ 130,747
Purchase price adjustments	(1,623)
Divestitures
Foreign currency translation impact	(161)
Balance as of June 30, 2012 (unaudited)	$ 128,963
Number of operating segments	1

XML

Commitments And Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Sep. 30, 2011	Jun. 30, 2012	Dec. 31, 2011
Commitments And Contingencies [Abstract]
Limited warranty on most hardware products (in number of years)		1 year
Warranty on a subset of our hardware products, minimum (in number of years)		2 years
Warranty on a subset of our hardware products, maximum (in number of years)		3 years
Amount of non-cancelable purchase commitments with various suppliers of customized inventory and inventory components		$ 9.0
Amount of guarantees for payment of customs and foreign grants		4
Percentage of sales to U.S. government under contract			2.00%
GSA accrual	13.1
Settlement payments		$ 11.8

XML

Intangibles (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Finite-Lived Intangible Assets [Line Items]
Total intangible assets amortization expenses	$ 7,000,000	$ 5,500,000	$ 13,700,000	$ 10,700,000
Capitalized Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Capitalized software development costs	6,100,000	5,900,000	10,100,000	9,800,000
Capitalized computer software amortization	3,500,000	3,300,000	7,100,000	6,600,000
Costs related to stock based compensation	$ 221,000	$ 262,000	$ 400,000	$ 412,000
Useful life (in years)			3 years
Minimum [Member] | Acquired Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)			3 years
Minimum [Member] | Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)			10 years
Maximum [Member] | Acquired Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)			8 years
Maximum [Member] | Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life (in years)			17 years

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2012

Segment Information [Abstract]

Schedule Of Net Sales, Operating Income, Interest Income And Long-Lived Assets By Major Geographical Areas

		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Net sales:
Americas:	$	113,175	$	103,713	$	219,962	$	201,077
Europe:		73,060		76,383		148,767		147,439
Asia Pacific:		106,024		73,188		184,663		142,618
	$	292,259	$	253,284	$	553,392	$	491,134
		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Operating income:
Americas	$	9,590	$	18,700	$	22,121	$	38,785
Europe		33,245		32,542		67,882		68,695
Asia Pacific		46,315		28,727		77,506		51,869
Unallocated:
Research and development expenses		(54,286)		(47,027)		(108,301)		(89,895)
	$	34,864	$	32,942	$	59,208	$	69,454
		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Interest income:
Americas	$	16	$	121	$	107	$	270
Europe		90		195		184		353
Asia Pacific		26		28		71		62
	$	132	$	344	$	362	$	685
						June 30,		December 31,
(In thousands)						2012		2011
						(Unaudited)
Long-lived assets:
Americas					$	112,251	$	110,153
Europe						47,177		47,000
Asia Pacific						46,326		32,995
					$	205,754	$	190,148

XML

Acquisitions (Narrative) (Details) (USD $)	1 Months Ended	3 Months Ended	6 Months Ended		6 Months Ended			6 Months Ended		6 Months Ended
	Jul. 31, 2012 AWR Corporation [Member]	Mar. 31, 2012 AWR Corporation [Member]	Jun. 30, 2012 AWR Corporation [Member]	Jun. 30, 2011 AWR Corporation [Member]	Jun. 30, 2012 Phase Matrix Inc. [Member]	May 20, 2011 Phase Matrix Inc. [Member]	Jun. 30, 2012 Minimum [Member] AWR Corporation [Member]	Jun. 30, 2012 Minimum [Member] Phase Matrix Inc. [Member]	Jun. 30, 2012 Maximum [Member] AWR Corporation [Member]	Jun. 30, 2012 Maximum [Member] Phase Matrix Inc. [Member]
Business Acquisition [Line Items]
Date of acquisition		Jun. 30, 2011			May 20, 2011
Acquisition purchase price				$ 66,395,000		$ 40,680,000
Cash paid for acquired company				54,000,000		38,900,000
Common stock paid for acquired company						1,800,000
Term of earn-out arrangement (in number of years)				3 years
Potential undiscounted payments under the earn-out arrangement							0		29,000,000
Estimated fair value of the earn-out arrangement				12,000,000
Contingent consideration, payments	3,300,000
Decrease in goodwill			$ 1,600,000
Useful life (in years)			5 years					9 months		8 years

XML

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Reconciliation Of The Denominators Used To Calculate Basic EPS And Diluted EPS

	Three months ended June 30,		Six months ended June 30,
	(In thousands)		(In thousands)
	(Unaudited)		(Unaudited)
	2012	2011	2012	2011
Weighted average shares outstanding-basic	121,801	119,736	121,360	119,218
Plus: Common share equivalents
Stock options, restricted stock units	958	1,425	1,016	1,592
Weighted average shares outstanding-diluted	122,759	121,161	122,376	120,810

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Comprehensive Income (Schedule Of Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Comprehensive Income [Abstract]
Currency translation adjustment, Beginning Balance	$ 1,839	$ 4,779	$ (1,543)	$ (496)
Currency translation adjustment, Current-period other comprehensive (loss) income	(4,336)	2,149	(954)	7,424
Currency translation adjustment, Ending Balance	(2,497)	6,928	(2,497)	6,928
Investments, Beginning Balance	349	(228)	(664)	196
Investments, Current-period other comprehensive (loss) income	(313)	(580)	700	(1,004)
Investments, Ending Balance	36	(808)	36	(808)
Derivative instruments, Beginning Balance	1,780	1,959	(1,293)	(410)
Derivative instruments, Current-period other comprehensive income	400	262	3,473	2,631
Derivative instruments, Ending Balance	2,180	2,221	2,180	2,221
Accumulated other comprehensive income, Beginning Balance	3,968	6,510	(3,500)	(710)
Accumulated other comprehensive income, Current-period other comprehensive (loss) income	(4,249)	1,831	3,219	9,051
Accumulated other comprehensive income, Ending Balance	$ (281)	$ 8,341	$ (281)	$ 8,341

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Derivative Instruments And Hedging Activities (Summary Of Notional Amounts Of Derivative Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Derivative [Line Items]
Total forward contracts notional amount	$ 128,221	$ 136,059
Euro [Member]
Derivative [Line Items]
Total forward contracts notional amount	72,172	60,992
Japanese Yen [Member]
Derivative [Line Items]
Total forward contracts notional amount	29,661	43,569
Korean Won [Member]
Derivative [Line Items]
Total forward contracts notional amount		3,309
Hungarian Forint [Member]
Derivative [Line Items]
Total forward contracts notional amount	$ 26,388	$ 28,189

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Earnings Per Share (Reconciliation Of The Denominators Used To Calculate Basic EPS And Diluted EPS) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Earnings Per Share [Abstract]
Weighted average shares outstanding-basic	121,801,000	119,736,000	121,360,000	119,218,000
Plus: Common share equivalents Stock options, restricted stock units	958,000	1,425,000	1,016,000	1,592,000
Weighted average shares outstanding-diluted	122,759,000	121,161,000	122,376,000	120,810,000
Anti-dilutive securities excluded from the computation of diluted EPS	4,300	823,500	74,900	415,700

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Stock-Based Compensation Plans (Employee Stock Purchase Plan And Authorized Preferred Stock And Preferred Stock Purchase Rights Plan) (Details) (USD $)			0 Months Ended	6 Months Ended				6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	May 10, 2011 Employee Stock Purchase Plan [Member]	Jun. 30, 2012 Employee Stock Purchase Plan [Member]	Jun. 30, 2012 Employee Stock Purchase Plan [Member] Maximum [Member]	Jun. 30, 2012 Authorized Preferred Stock And Preferred Stock Purchase Rights Plan [Member]	Jan. 21, 2004 Authorized Preferred Stock And Preferred Stock Purchase Rights Plan [Member]	Jun. 30, 2012 Authorized Preferred Stock And Preferred Stock Purchase Rights Plan [Member] Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum employee subscription rate					15.00%
Percentage of the lower of the market related to purchase of common stock				85.00%
Additional number of shares reserved for issuance			3,000,000
Shares of common stock reserved for future employee purchases				3,144,521
Shares issued during the period, in shares				535,617
Weighted average grant date fair value, in dollar per share				$ 22.79
Preferred stock, shares authorized	5,000,000	5,000,000
Number of shares reserved for issuance							750,000
Number of preferred shares declared for each share of common stock outstanding, in shares						1
Amount of Series A Participating Preferred Stock each right entitles its holder to purchase						.0001
Exercise price of Series A Participating Preferred Stock Rights, in dollar per share						$ 200
Percentage of common stock before rights become exercisable						20.00%
Multiple of original exercise price for which holder is entitled to purchase (in number of times: 2x, 3x, etc.)						2
Redemption price of Series A Participating Preferred Stock						$ 0.01
Expiration date								May 10, 2014

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Intangibles (Schedule Of Finite-Lived Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 178,040	$ 167,493
Accumulated Amortization	(97,361)	(83,627)
Net Carrying Amount	80,679	83,866
Capitalized Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	63,150	53,086
Accumulated Amortization	(36,723)	(29,606)
Net Carrying Amount	26,427	23,480
Acquired Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	67,868	67,918
Accumulated Amortization	(36,991)	(32,210)
Net Carrying Amount	30,877	35,708
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	23,199	21,875
Accumulated Amortization	(8,691)	(7,992)
Net Carrying Amount	14,508	13,883
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	23,823	24,614
Accumulated Amortization	(14,956)	(13,819)
Net Carrying Amount	$ 8,867	$ 10,795

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Cash, Cash Equivalents And Short-Term Investments

6 Months Ended

Jun. 30, 2012

Cash, Cash Equivalents And Short-Term Investments [Abstract]

Cash, Cash Equivalents And Short-Term Investments

Note 3 – Cash, cash equivalents and short-term investments

The following tables summarize unrealized gains and losses related to our short-term investments designated as available-for-sale:

		As of June 30, 2012
(In thousands)		(Unaudited)
				Gross		Gross		Cumulative
		Adjusted Cost		Unrealized Gain		Unrealized Loss		Translation Adjustment		Fair Value
Cash	$	124,213	$	-	$	-	$	-	$	124,213
Money Market Accounts		62,326		-		-		-		62,326
Municipal bonds		6,613		2		-		-		6,615
Corporate bonds		9,181		8		-		-		9,189
U.S. treasuries and agencies		113,793		3		(8)		-		113,788
Foreign government bonds		36,568		135		(20)		(5,157)		31,526
Time deposits		3,070		-		-		-		3,070
Cash, cash equivalents, and short-term investments	$	355,764	$	148	$	(28)	$	(5,157)	$	350,727

(In thousands)		As of December 31, 2011
				Gross		Gross		Cumulative
		Adjusted Cost		Unrealized Gain		Unrealized Loss		Translation Adjustment		Fair Value
Cash	$	106,431	$	-	$	-	$	-	$	106,431
Money Market Accounts		22,677		-		-		-		22,677
Municipal bonds		12,381		11		-		-		12,392
Corporate bonds		18,631		-		(67)		-		18,564
U.S. treasuries and agencies		170,926		2		(9)		-		170,919
Foreign government bonds		36,460		240		(1)		(4,482)		32,217
Time deposits		2,912		-		-		-		2,912
Cash, cash equivalents, and short-term investments	$	370,418	$	253	$	(77)	$	(4,482)	$	366,112

The following tables summarize the contractual maturities of our short-term investments designated as available-for-sale:

		As of June 30, 2012
(In thousands)		(Unaudited)
		Adjusted Cost		Fair Value
Due in less than 1 year	$	153,484	$	149,862
Due in 1 to 5 years		15,741		14,326
Total available-for-sale debt securities	$	169,225	$	164,188
Due in less than 1 year		Adjusted Cost		Fair Value
Municipal bonds	$	5,118	$	5,120
Corporate bonds		9,181		9,189
U.S. treasuries and agencies		109,390		109,393
Foreign government bonds		26,725		23,090
Time deposits		3,070		3,070
Total available-for-sale debt securities	$	153,484	$	149,862
Due in 1 to 5 years		Adjusted Cost		Fair Value
Municipal bonds	$	1,495	$	1,495
U.S. treasuries and agencies		4,403		4,395
Foreign government bonds		9,843		8,436
Total available-for-sale debt securities	$	15,741	$	14,326

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Derivative Instruments And Hedging Activities (Fair Values Of Derivative Instruments On Consolidated Balance Sheets) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Derivative assets	$ 5,572	$ 4,297
Derivative liabilities	(1,806)	(4,542)
Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	4,689	2,690
Derivative liabilities	(1,227)	(3,777)
Derivatives Designated As Hedging Instruments [Member] | Foreign Exchange Contract - Short-Term [Member] | Prepaid Expenses And Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	3,545	2,500
Derivatives Designated As Hedging Instruments [Member] | Foreign Exchange Contract - Short-Term [Member] | Accrued Expenses And Other Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities	(647)	(2,007)
Derivatives Designated As Hedging Instruments [Member] | Foreign Exchange Contracts - Long-Term [Member] | Other Long-Term Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	1,144	190
Derivatives Designated As Hedging Instruments [Member] | Foreign Exchange Contracts - Long-Term [Member] | Other Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities	(580)	(1,770)
Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	883	1,607
Derivative liabilities	(579)	(765)
Derivatives Not Designated As Hedging Instruments [Member] | Foreign Exchange Contract - Short-Term [Member] | Prepaid Expenses And Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets	883	1,607
Derivatives Not Designated As Hedging Instruments [Member] | Foreign Exchange Contract - Short-Term [Member] | Accrued Expenses And Other Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liabilities	$ (579)	$ (765)

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Inventories (Tables)

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Summary Of Inventories

		June 30, 2012		December 31,
(In thousands)		(Unaudited)		2011
Raw materials	$	64,002	$	56,139
Work-in-process		5,863		5,708
Finished goods		79,124		70,148
	$	148,989	$	131,995

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Derivative Instruments And Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2012

Derivative Instruments And Hedging Activities [Abstract]

Summary Of Notional Amounts Of Derivative Instruments

(In thousands)		US Dollar Equivalent
		As of June 30, 2012		As of December 31,
		(Unaudited)		2011
Euro	$	72,172	$	60,992
Japanese yen		29,661		43,569
Korean won		-		3,309
Hungarian forint		26,388		28,189
Total forward contracts notional amount	$	128,221	$	136,059

Fair Values Of Derivative Instruments On Consolidated Balance Sheets

	Asset Derivatives
	June 30, 2012			December 31, 2011
(In thousands)	(Unaudited)
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Foreign exchange contracts - ST forwards	Prepaid expenses and other current assets	$	3,545	Prepaid expenses and other current assets	$	2,500
Foreign exchange contracts - LT forwards	Other long-term assets		1,144	Other long-term assets		190
Total derivatives designated as hedging instruments		$	4,689		$	2,690
Derivatives not designated as hedging instruments
Foreign exchange contracts - ST forwards	Prepaid expenses and other current assets	$	883	Prepaid expenses and other current assets	$	1,607
Total derivatives not designated as hedging instruments		$	883		$	1,607
Total derivatives		$	5,572		$	4,297

	Liability Derivatives
	June 30, 2012			December 31, 2011
(In thousands)	(Unaudited)
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Foreign exchange contracts - ST forwards	Accrued expenses and other liabilities	$	(647)	Accrued expenses and other liabilities	$	(2,007)
Foreign exchange contracts - LT forwards	Other long-term liabilities		(580)	Other long-term liabilities		(1,770)
Total derivatives designated as hedging instruments		$	(1,227)		$	(3,777)
Derivatives not designated as hedging instruments
Foreign exchange contracts - ST forwards	Accrued expenses and other liabilities	$	(579)	Accrued expenses and other liabilities	$	(765)
Total derivatives not designated as hedging instruments		$	(579)		$	(765)
Total derivatives		$	(1,806)		$	(4,542)

Fair Values Of Derivative Instruments On Consolidated Statements Of Income

The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the three month periods ended June 30, 2012 and 2011, respectively:

June 30, 2012
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	1,281	Net sales	$	728	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		(377)	Cost of sales		103	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		(157)	Operating expenses		8	Net foreign exchange gain (loss)		-
Total	$	747		$	839		$	-

June 30, 2011
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	(71)	Net sales	$	(983)	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		326	Cost of sales		376	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		55	Operating expenses		277	Net foreign exchange gain (loss)		-
Total	$	310		$	(330)		$	-

(In thousands)
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income
			June 30, 2012		June 30, 2011
			(Unaudited)		(Unaudited)
Foreign exchange contracts - forwards	Net foreign exchange gain/(loss)	$	794	$	(1,110)
Total		$	794	$	(1,110)

The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the six month periods ended June 30, 2012 and 2011, respectively:

June 30, 2012
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	1,743	Net sales	$	1,204	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		1,871	Cost of sales		95	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		1,018	Operating expenses		63	Net foreign exchange gain (loss)		-
Total	$	4,632		$	1,362		$	-

June 30, 2011
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	(467)	Net sales	$	(1,740)	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		2,480	Cost of sales		750	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		1,143	Operating expenses		422	Net foreign exchange gain (loss)		-
Total	$	3,156		$	(568)		$	-

(In thousands)
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income
			June 30, 2012		June 30, 2011
			(Unaudited)		(Unaudited)
Foreign exchange contracts - forwards	Net foreign exchange gain/(loss)	$	(236)	$	(2,103)
Total		$	(236)	$	(2,103)

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Commitments And Contingencies (Schedule Of Warranty Reserve) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Commitments And Contingencies [Abstract]
Balance at the beginning of the period	$ 1,271	$ 921
Accruals for warranties issued during the period	1,104	1,515
Settlements made (in cash or in kind) during the period	(1,070)	(1,192)
Balance at the end of the period	$ 1,305	$ 1,244

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Derivative Instruments And Hedging Activities (Fair Values Of Derivative Instruments On Consolidated Statements Of Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	$ 747	$ 310	$ 4,632	$ 3,156
Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	839	(330)	1,362	(568)
Cash Flow Hedging [Member] | Foreign Exchange Contracts - Forwards And Options [Member] | Net Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	1,281	(71)	1,743	(467)
Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	728	(983)	1,204	(1,740)
Cash Flow Hedging [Member] | Foreign Exchange Contracts - Forwards And Options [Member] | Cost Of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	(377)	326	1,871	2,480
Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	103	376	95	750
Cash Flow Hedging [Member] | Foreign Exchange Contracts - Forwards And Options [Member] | Operating Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	(157)	55	1,018	1,143
Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	8	277	63	422
Derivatives Not Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Income	794	(1,110)	(236)	(2,103)
Derivatives Not Designated As Hedging Instruments [Member] | Foreign Exchange Contracts - Forwards And Options [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Income	$ 794	$ (1,110)	$ (236)	$ (2,103)

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Intangibles (Tables)

6 Months Ended

Jun. 30, 2012

Intangibles [Abstract]

Schedule Of Finite-Lived Intangible Assets

		June 30, 2012
(In thousands)		(Unaudited)						December 31, 2011
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Capitalized software development costs	$	63,150	$	(36,723)	$	26,427	$	53,086	$	(29,606)	$	23,480
Acquired technology		67,868		(36,991)		30,877		67,918		(32,210)		35,708
Patents		23,199		(8,691)		14,508		21,875		(7,992)		13,883
Other		23,823		(14,956)		8,867		24,614		(13,819)		10,795
	$	178,040	$	(97,361)	$	80,679	$	167,493	$	(83,627)	$	83,866

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Goodwill (Tables)

6 Months Ended

Jun. 30, 2012

Goodwill [Abstract]

Schedule Of Goodwill

		Amount
		(In thousands)
Balance as of December 31, 2011	$	130,747
Purchase price adjustments		(1,623)
Divestitures		-
Foreign currency translation impact		(161)
Balance as of June 30, 2012 (unaudited)	$	128,963

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Earnings Per Share

6 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share

Note 2 – Earnings per share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing net income by the weighted average number of common shares and common share equivalents outstanding (if dilutive) during each period. The number of common share equivalents, which include stock options and restricted stock units (“RSUs”), is computed using the treasury stock method.

The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three month and six month periods ended June 30, 2012 and 2011, respectively, are as follows:

	Three months ended June 30,		Six months ended June 30,
	(In thousands)		(In thousands)
	(Unaudited)		(Unaudited)
	2012	2011	2012	2011
Weighted average shares outstanding-basic	121,801	119,736	121,360	119,218
Plus: Common share equivalents
Stock options, restricted stock units	958	1,425	1,016	1,592
Weighted average shares outstanding-diluted	122,759	121,161	122,376	120,810

Stock awards to acquire 4,300 and 823,500 shares for the three month periods ended June 30, 2012 and 2011, respectively, and 74,900 and 415,700 shares for the six month periods ended June 30, 2012 and 2011, respectively, were excluded in the computations of diluted EPS because the effect of including the stock awards would have been anti-dilutive.

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Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2012

Comprehensive Income [Abstract]

Schedule Of Comprehensive Income

		Three months ended June 30, 2012
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of March 31, 2012	$	1,839	$	349	$	1,780	$	3,968
Current-period other comprehensive (loss) income		(4,336)		(313)		400		(4,249)
Balance as of June 30, 2012	$	(2,497)	$	36	$	2,180	$	(281)
		Six months ended June 30, 2012
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of December 31, 2011	$	(1,543)	$	(664)	$	(1,293)	$	(3,500)
Current-period other comprehensive (loss) income		(954)		700		3,473		3,219
Balance as of June 30, 2012	$	(2,497)	$	36	$	2,180	$	(281)
		Three months ended June 30, 2011
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of March 31, 2011	$	4,779	$	(228)	$	1,959	$	6,510
Current-period other comprehensive (loss) income		2,149		(580)		262		1,831
Balance as of June 30, 2011	$	6,928	$	(808)	$	2,221	$	8,341
		Six months ended June 30, 2011
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of December 31, 2010	$	(496)	$	196	$	(410)	$	(710)
Current-period other comprehensive (loss) income		7,424		(1,004)		2,631		9,051
Balance as of June 30, 2011	$	6,928	$	(808)	$	2,221	$	8,341

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Fair Value Measurements (Assets And Liabilities Measured On Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	$ 350,727	$ 366,112
Derivatives	5,572	4,297
Total Assets	232,086	263,978
Derivatives	(1,806)	(4,542)
Total Liabilities	(1,806)	(4,542)
Contractual maturities of short-term investments	less than 24 months
Number of items measured at fair value on a nonrecurring basis	0	0
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	65,396	25,589
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives	5,572	4,297
Total Assets	166,690	238,389
Derivatives	(1,806)	(4,542)
Total Liabilities	(1,806)	(4,542)
Money Market Accounts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents available for sale	62,326	22,677
Short-term investments available for sale	62,326	22,677
Money Market Accounts [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents available for sale	62,326	22,677
U.S. Treasuries And Agencies Cash And Cash Equivalents Portion [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents available for sale	84,863	13,500
U.S. Treasuries And Agencies Cash And Cash Equivalents Portion [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents available for sale	84,863	13,500
Municipal Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	6,615	12,392
Municipal Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	6,615	12,392
Corporate Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	9,189	18,564
Corporate Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	9,189	18,564
U.S. Treasuries And Agencies Available For Sale Securities Portion [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	28,925	157,419
U.S. Treasuries And Agencies Available For Sale Securities Portion [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	28,925	157,419
Foreign Government Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	31,526	32,217
Foreign Government Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	31,526	32,217
Time Deposits [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments available for sale	3,070	2,912
Time deposits	3,070	2,912
Time Deposits [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time deposits	$ 3,070	$ 2,912

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Segment Information (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 segment region	Jun. 30, 2011
Segment Information [Abstract]
Number of operating segments			1
Number of geographic regions where products are sold			3
Total sales outside the United States	$ 186.1	$ 157.6	$ 350.1	$ 306.5

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 271,402	$ 142,608
Short-term investments	79,325	223,504
Accounts receivable, net	188,258	157,056
Inventories, net	148,989	131,995
Prepaid expenses and other current assets	56,089	38,082
Deferred income taxes, net	19,588	26,304
Total current assets	763,651	719,549
Property and equipment, net	205,754	190,148
Goodwill	128,963	130,747
Intangible assets, net	80,679	83,866
Other long-term assets	34,584	29,984
Total assets	1,213,631	1,154,294
Current liabilities:
Accounts payable	51,707	41,111
Accrued compensation	33,354	29,616
Deferred revenue- current	89,497	80,059
Accrued expenses and other liabilities	22,007	37,612
Other taxes payable	22,165	24,507
Total current liabilities	218,730	212,905
Deferred income taxes	43,128	43,186
Liability for uncertain tax positions	21,289	19,494
Deferred revenue- long term	18,488	10,015
Other long-term liabilities	15,668	16,683
Total liabilities	317,303	302,283
Commitments and contingencies
Stockholders' equity:
Preferred stock: par value $0.01; 5,000,000 shares authorized; none issued and outstanding
Common stock: par value $0.01; 180,000,000 shares authorized; 122,188,083 and 120,677,143 shares issued and outstanding, respectively	1,222	1,207
Additional paid-in capital	501,885	471,830
Retained earnings	393,502	382,474
Accumulated other comprehensive income (loss)	(281)	(3,500)
Total stockholders' equity	896,328	852,011
Total liabilities and stockholders' equity	$ 1,213,631	$ 1,154,294

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Inventories (Summary Of Inventories) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Inventories [Abstract]
Raw materials	$ 64,002	$ 56,139
Work-in-process	5,863	5,708
Finished goods	79,124	70,148
Inventories, net	$ 148,989	$ 131,995

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flow from operating activities:
Net income	$ 45,083	$ 57,009
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	27,316	23,390
Stock-based compensation	13,285	10,296
Tax expense from deferred income taxes	6,695	2,770
Tax expense (benefit) from stock option plans	(2,094)	(5,035)
Changes in operating assets and liabilities:
Accounts receivable	(31,203)	(13,841)
Inventories	(16,994)	(21,393)
Prepaid expenses and other assets	(17,625)	2,186
Accounts payable	10,596	937
Deferred revenue	17,911	7,051
Taxes, accrued expenses and other liabilities	(11,169)	9,926
Net cash provided by operating activities	41,801	73,296
Cash flow from investing activities:
Capital expenditures	(28,934)	(23,053)
Capitalization of internally developed software	(9,664)	(9,391)
Additions to other intangibles	(1,085)	(1,756)
Acquisition, net of cash received		(73,558)
Purchases of short-term investments	(38,879)	(54,097)
Sales and maturities of short-term investments	183,058	73,915
Net cash provided/(used) by investing activities	104,496	(87,940)
Cash flow from financing activities:
Proceeds from issuance of common stock	14,422	21,389
Dividends paid	(34,019)	(23,860)
Tax benefit from stock option plans	2,094	5,035
Net cash (used)/provided by financing activities	(17,503)	2,564
Net change in cash and cash equivalents	128,794	(12,080)
Cash and cash equivalents at beginning of period	142,608	219,447
Cash and cash equivalents at end of period	$ 271,402	$ 207,367

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Subsequent Events (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Apr. 19, 2012
Subsequent Events [Abstract]
Dividend payable, date declared	Jul. 25, 2012
Dividend payable, amount per share		$ 0.14
Dividend payable, date declared	Aug. 31, 2012
Dividend payable, date of record	Aug. 13, 2012

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2012

AWR Corporation [Member]

Business Acquisition [Line Items]

Summary Of The Allocation Of The Purchase Price Of Acquisitions

		Amount
		(In thousands)
Net tangible assets acquired	$	10,718
Amortizable intangible assets		31,685
Deferred tax liability		(8,387)
Goodwill		32,379
Total	$	66,395

Phase Matrix Inc. [Member]

Business Acquisition [Line Items]

Summary Of The Allocation Of The Purchase Price Of Acquisitions

		Amount
		(In thousands)
Net tangible assets acquired	$	5,624
Amortizable intangible assets		8,331
Goodwill		26,725
Total	$	40,680

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Acquisitions

6 Months Ended

Jun. 30, 2012

Acquisitions [Abstract]

Acquisitions

Note 16 – Acquisitions

AWR Corporation

On June 30, 2011, we acquired all of the outstanding shares of AWR Corporation (AWR), a privately held company that is a leading supplier of electronic design automation software for designing radio frequency and high-frequency components and systems for the semiconductor, aerospace and defense, communications and test equipment industries. The acquisition is expected to improve customer productivity through increased interoperability between upfront design and validation and production test functions. The purchase price of the acquisition was $66 million consisting of $54 million in cash and a three-year earn-out arrangement. We funded the purchase price from existing cash balances.The range of potential undiscounted payments that we could be required to make under the earn-out arrangement is between $0 and $29 million and are payable if AWR achieves certain revenue and operating income targets.The fair value of the earn-out arrangement was estimated at $12 million using the income approach, the key assumptions of which included probability-weighted revenue and operating expense growth projections. In July 2012, the Company paid the amount due to the former AWR shareholders based on the first earn-out year performance of AWR. The amount paid was $3.3 million, and it is being recorded as a reduction of the earn-out liability. We re-measure the fair value of the earn-out liability each quarter and no adjustments have been recorded to date.

The allocation of the purchase price was determined using the fair value of assets and liabilities acquired as of June 30, 2011. The finalization of our purchase price allocation during the three months ended June 30, 2012 resulted in an increase in acquired deferred tax assets and a decrease in goodwill of approximately $1.6 million. Our consolidated financial statements include the operating results from the date of acquisition.Pro-forma results of operations have not been presented because the effects of those operations were not material. The following table summarizes the allocation of the purchase price of AWR:

		Amount
		(In thousands)
Net tangible assets acquired	$	10,718
Amortizable intangible assets		31,685
Deferred tax liability		(8,387)
Goodwill		32,379
Total	$	66,395

Goodwill is not deductible for tax purposes. Amortizable intangible assets have useful lives of 5 years from the date of acquisition.

Phase Matrix Inc.

On May 20, 2011, we acquired all of the outstanding shares of Phase Matrix, Inc. (PMI), a privately held company that designs and manufactures radio frequency and microwave test and measurement instruments, subsystems and components.The acquisition is expected to speed our deployment of high-performance RF and wireless technologies to our production test and R&D customers. The purchase price of the acquisition was $40.7 million consisting of $38.9 million in cash and $1.8 million in shares of our common stock.We funded the cash portion of the purchase price from existing cash balances.

The allocation of the purchase price was determined using the fair value of assets and liabilities acquired as of May 20, 2011.Our consolidated financial statements include the operating results from the date of acquisition. Pro-forma results of operations have not been presented because the effects of those operations were not material.The following table summarizes the allocation of the purchase price of Phase Matrix, Inc.:

		Amount
		(In thousands)
Net tangible assets acquired	$	5,624
Amortizable intangible assets		8,331
Goodwill		26,725
Total	$	40,680

Goodwill is deductible for tax purposes. Amortizable intangible assets have useful lives which range from 9 months to 8 years from the date of acquisition. These assets are also deductible for tax purposes.

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Basis Of Presentation (Reclassification Of Deferred Revenue) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Deferred revenue- long term	$ 18,488	$ 10,015
Deferred revenue- current	89,497	80,059
Scenario, Previously Reported [Member]
Deferred revenue, as previously reported		$ 90,074

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Basis Of Presentation (Tables)

6 Months Ended

Jun. 30, 2012

Basis Of Presentation [Abstract]

Reclassification Of Deferred Revenue

		December 31, 2011
(In thousands)		(Unaudited)
Deferred revenue, as previously reported	$	90,074
Balances as reported in current Form 10-Q:
Deferred revenue - long-term	$	10,015
Deferred revenue - current	$	80,059

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Basis Of Presentation

6 Months Ended

Jun. 30, 2012

Basis Of Presentation [Abstract]

Basis Of Presentation

Note 1 – Basis of presentation

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2011, included in our annual report on Form 10-K, filed with the Securities and Exchange Commission. In our opinion, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary to present fairly our financial position at June 30, 2012 and December 31, 2011, the results of our operations and comprehensive income for the three month and six month periods ended June 30, 2012 and June 30, 2011, and the cash flows for the six month periods ended June 30, 2012 and June 30, 2011. Operating results for the three month and six month periods ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

Beginning in the second quarter of 2012, we are separately reporting our current and long-term deferred revenue. The separation has no impact on total reported deferred revenue, total liabilities, or total stockholder’s equity for any period on our Consolidated Balance Sheets. The Company assessed the materiality of this item on previously reported periods and concluded the separation was not material. Certain prior year amounts have been reclassified to conform to the 2012 presentation as shown in the following table:

		December 31, 2011
(In thousands)		(Unaudited)
Deferred revenue, as previously reported	$	90,074
Balances as reported in current Form 10-Q:
Deferred revenue - long-term	$	10,015
Deferred revenue - current	$	80,059

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Consolidated Balance Sheets [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	122,188,083	120,677,143
Common stock, shares outstanding	122,188,083	120,677,143

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Stock-Based Compensation Plans

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation Plans [Abstract]

Stock-Based Compensation Plans

Note 11 – Stock-based compensation plans

Stock option plans

Our stockholders approved the 1994 Incentive Stock Option Plan (the “1994 Plan”) in May 1994. At the time of approval, 13,668,750 shares of our common stock were reserved for issuance under this plan. In 1997, an additional 10,631,250 shares of our common stock were reserved for issuance under this plan, and an additional 1,125,000 shares were reserved for issuance under this plan in 2004. The 1994 Plan terminated in May 2005, except with respect to outstanding awards previously granted thereunder.

Awards under the plan were either incentive stock options within the meaning of Section 422 of the Internal Revenue Code or nonqualified options. The right to purchase shares under the options vests over a five to ten-year period, beginning on the date of grant. Vesting of ten year awards may accelerate based on the Company’s previous year’s earnings and revenue growth but shares cannot accelerate to vest over a period of less than five years. Stock options must be exercised within ten years from date of grant. Stock options were issued with an exercise price which was equal to the market price of our common stock at the grant date. We estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods. During the six month period ended June 30, 2012, we did not make any changes in accounting principles or methods of estimates.

Restricted stock plan

Our stockholders approved our 2005 Incentive Plan (the “2005 Plan”) in May 2005. At the time of approval, 4,050,000 shares of our common stock were reserved for issuance under this plan, as well as the number of shares which had been reserved but not issued under the 1994 Plan (our incentive stock option plan which terminated in May 2005), and any shares that returned to the 1994 Plan as a result of termination of options or repurchase of shares issued under such plan. The 2005 Plan, administered by the Compensation Committee of the Board of Directors, provided for granting of incentive awards in the form of restricted stock and RSUs to directors, executive officers and employees of the Company and its subsidiaries. Awards vest over a three, five or ten-year period, beginning on the date of grant. Vesting of ten year awards may accelerate based on the Company’s previous year’s earnings and growth but ten year awards cannot accelerate to vest over a period of less than five years. The 2005 Plan terminated on May 11, 2010, except with respect to outstanding awards previously granted thereunder. There were 3,362,304 shares of common stock that were reserved but not issued under the 1994 Plan and the 2005 Plan as of May 11, 2010.

Our stockholders approved our 2010 Incentive Plan (the “2010 Plan”) on May 11, 2010. At the time of approval, 3,000,000 shares of our common stock were reserved for issuance under this plan, as well as the 3,362,304 shares of common stock that were reserved but not issued under the 1994 Plan and the 2005 Plan as of May 11, 2010, and any shares that are returned to the 1994 Plan and the 2005 Plan as a result of forfeiture or termination of options or RSUs or repurchase of shares issued under these plans. The 2010 Plan, administered by the Compensation Committee of the Board of Directors, provides for granting of incentive awards in the form of restricted stock and RSUs to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Awards vest over a three, five or ten-year period, beginning on the date of grant. Vesting of ten year awards may accelerate based on the Company’s previous year’s earnings and growth but ten year awards cannot accelerate to vest over a period of less than five years. There were 3,919,146 shares available for grant under the 2010 Plan at June 30, 2012.

We estimate potential forfeitures of RSUs and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods. During the six month period ended June 30, 2012, we did not make any changes in accounting principles or methods of estimates related to the 2010 Plan.

Employee stock purchase plan

Our employee stock purchase plan permits substantially all domestic employees and employees of designated subsidiaries to acquire our common stock at a purchase price of 85% of the lower of the market price at the beginning or the end of the purchase period. The plan has quarterly purchase periods generally beginning on February 1, May 1, August 1 and November 1 of each year. Employees may designate up to 15% of their compensation for the purchase of common stock under this plan. On May 10, 2011, our stockholders approved an additional 3,000,000 shares for issuance under our employee stock purchase plan, and at June 30, 2012, we had 3,144,521 shares of common stock reserved for future issuance under this plan. We issued 535,617 shares under this plan in the six month period ended June 30, 2012. The weighted average fair value of the employees’ purchase rights was $22.79 per share and was estimated using the Black-Scholes model. During the six months ended June 30, 2012, we did not make any changes in accounting principles or methods of estimates with respect to such plan.

Authorized Preferred Stock and Preferred Stock Purchase Rights Plan

We have 5,000,000 authorized shares of preferred stock. On January 21, 2004, our Board of Directors designated 750,000 of these shares as Series A Participating Preferred Stock in conjunction with its adoption of a Preferred Stock Rights Agreement (the “Rights Agreement”) and declaration of a dividend of one preferred share purchase right (a “Right”) for each share of common stock outstanding held as of May 10, 2004 or issued thereafter. Each Right will entitle its holder to purchase one one-thousandth of a share of National Instruments’ Series A Participating Preferred Stock at an exercise price of $200, subject to adjustment, under certain circumstances. The Rights Agreement was not adopted in response to any effort to acquire control of National Instruments.

The Rights only become exercisable in certain limited circumstances following the tenth day after a person or group announces acquisitions of or tender offers for 20% or more of our common stock. In addition, if an acquirer (subject to certain exclusions for certain current stockholders of National Instruments, an “Acquiring Person”) obtains 20% or more of our common stock, then each Right (other than the Rights owned by an Acquiring Person or its affiliates) will entitle the holder to purchase, for the exercise price, shares of our common stock having a value equal to two times the exercise price. Under certain circumstances, our Board of Directors may redeem the Rights, in whole, but not in part, at a purchase price of $0.01 per Right. The Rights have no voting privileges and are attached to and automatically traded with our common stock until the occurrence of specified trigger events. The Rights will expire on the earlier of May 10, 2014 or the exchange or redemption of the Rights.

There were not any shares of preferred stock issued and outstanding at June 30, 2012.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 01, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012
Entity Registrant Name	NATIONAL INSTRUMENTS CORP /DE/
Trading Symbol	nati
Entity Central Index Key	0000935494
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		122,189,609

XML

Segment Information

6 Months Ended

Jun. 30, 2012

Segment Information [Abstract]

Segment Information

Note 12 – Segment information

We determine operating segments using the management approach. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our operating segments. It also requires disclosures about products and services, geographic areas and major customers.

We have defined our operating segment based on geographic regions. We sell our products in three geographic regions. Our sales to these regions share similar economic characteristics, similar product mix, similar customers, and similar distribution methods. Accordingly, we have elected to aggregate these three geographic regions into a single operating segment. Revenue from the sale of our products which are similar in nature and software maintenance are reflected as total net sales in our Consolidated Statements of Income.

Total net sales, operating income, interest income and long-lived assets, classified by the major geographic areas in which we operate, are as follows:

		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Net sales:
Americas:	$	113,175	$	103,713	$	219,962	$	201,077
Europe:		73,060		76,383		148,767		147,439
Asia Pacific:		106,024		73,188		184,663		142,618
	$	292,259	$	253,284	$	553,392	$	491,134
		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Operating income:
Americas	$	9,590	$	18,700	$	22,121	$	38,785
Europe		33,245		32,542		67,882		68,695
Asia Pacific		46,315		28,727		77,506		51,869
Unallocated:
Research and development expenses		(54,286)		(47,027)		(108,301)		(89,895)
	$	34,864	$	32,942	$	59,208	$	69,454
		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
		(Unaudited)				(Unaudited)
		2012		2011		2012		2011
Interest income:
Americas	$	16	$	121	$	107	$	270
Europe		90		195		184		353
Asia Pacific		26		28		71		62
	$	132	$	344	$	362	$	685
						June 30,		December 31,
(In thousands)						2012		2011
						(Unaudited)
Long-lived assets:
Americas					$	112,251	$	110,153
Europe						47,177		47,000
Asia Pacific						46,326		32,995
					$	205,754	$	190,148

Total sales outside the U.S. for the three month periods ended June 30, 2012 and 2011 were $186.1 million and $157.6 million, respectively, and $350.1 million and $306.5 million for the six month periods ended June 30, 2012 and 2011, respectively.

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Consolidated Statements Of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net sales:
Product	$ 268,979	$ 233,141	$ 508,314	$ 451,751
Software maintenance	21,931	20,143	43,729	39,383
GSA accrual	1,349		1,349
Total net sales	292,259	253,284	553,392	491,134
Cost of sales:
Product	69,787	54,803	129,578	105,761
Software maintenance	1,064	1,083	2,621	2,601
Total cost of sales	70,851	55,886	132,199	108,362
Gross profit	221,408	197,398	421,193	382,772
Operating expenses:
Sales and marketing	110,756	96,197	210,808	183,352
Research and development	54,286	47,027	108,301	89,895
General and administrative	21,502	21,232	42,876	40,071
Total operating expenses	186,544	164,456	361,985	313,318
Operating income	34,864	32,942	59,208	69,454
Other income:
Interest income	132	344	362	685
Net foreign exchange (loss)	(1,016)	(486)	(1,904)	(709)
Other income (expense), net	151	(571)	255	(125)
Income before income taxes	34,131	32,229	57,921	69,305
Provision for income taxes	7,690	5,681	12,838	12,296
Net income	$ 26,441	$ 26,548	$ 45,083	$ 57,009
Basic earnings per share	$ 0.22	$ 0.22	$ 0.37	$ 0.48
Weighted average shares outstanding - basic	121,801	119,736	121,360	119,218
Diluted earnings per share	$ 0.22	$ 0.22	$ 0.37	$ 0.47
Weighted average shares outstanding - diluted	122,759	121,161	122,376	120,810
Dividends declared per share	$ 0.14	$ 0.10	$ 0.28	$ 0.20

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Inventories

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

Note 6 – Inventories

Inventories, net consist of the following:

		June 30, 2012		December 31,
(In thousands)		(Unaudited)		2011
Raw materials	$	64,002	$	56,139
Work-in-process		5,863		5,708
Finished goods		79,124		70,148
	$	148,989	$	131,995

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Derivative Instruments And Hedging Activities

6 Months Ended

Jun. 30, 2012

Derivative Instruments And Hedging Activities [Abstract]

Derivative Instruments And Hedging Activities

Note 5 – Derivative instruments and hedging activities

We recognize all of our derivative instruments as either assets or liabilities in our statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.

We have operations in over 40 countries. Sales outside of the Americas accounted for approximately 61% and 59% of our revenues during each of the three month periods ended June 30, 2012 and 2011, respectively, and 60% and 59% of our revenues during the six month periods ended June 30, 2012 and 2011, respectively. Our activities expose us to a variety of market risks, including the effects of changes in foreign currency exchange rates. These financial risks are monitored and managed by us as an integral part of our overall risk management program.

We maintain a foreign currency risk management strategy that uses derivative instruments (foreign currency forward and purchased option contracts) to help protect our earnings and cash flows from fluctuations caused by the volatility in currency exchange rates. Movements in foreign currency exchange rates pose a risk to our operations and competitive position, since exchange rate changes may affect our profitability and cash flow, and the business or pricing strategies of our non-U.S. based competitors.

The vast majority of our foreign sales are denominated in the customers’ local currency. We purchase foreign currency forward and option contracts as hedges of forecasted sales that are denominated in foreign currencies and as hedges of foreign currency denominated receivables. These contracts are entered into to help protect against the risk that the eventual dollar-net-cash inflows resulting from such sales or firm commitments will be adversely affected by changes in exchange rates. We also purchase foreign currency forward contracts as hedges of forecasted expenses that are denominated in foreign currencies. These contracts are entered into to help protect against the risk that the eventual dollar-net-cash outflows resulting from foreign currency operating and cost of revenue expenses will be adversely affected by changes in exchange rates.

We designate foreign currency forward and purchased option contracts as cash flow hedges of forecasted revenues or forecasted expenses. In addition, we hedge our foreign currency denominated balance sheet exposures using foreign currency forward contracts that are not designated as hedging instruments. None of our derivative instruments contain a credit-risk-related contingent feature.

Cash flow hedges

To help protect against the reduction in value caused by a fluctuation in foreign currency exchange rates of forecasted foreign currency cash flows resulting from international sales over the next one to two years, we have instituted a foreign currency cash flow hedging program. We hedge portions of our forecasted revenue and forecasted expenses denominated in foreign currencies with forward and purchased option contracts. For forward contracts, when the dollar strengthens significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the forward contracts designated as hedges. For option contracts, when the dollar strengthens significantly against the foreign currencies, the change in the present value of future foreign currency cash flows may be offset by the change in the fair value of the option contracts net of the premium paid designated as hedges. Our foreign currency purchased option contracts are purchased “at-the-money” or “out-of-the-money”. We purchase foreign currency forward and option contracts for up to 100% of our forecasted exposures in selected currencies (primarily in Euro, Japanese yen, Korean won and Hungarian forint) and limit the duration of these contracts to 40 months or less.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (“OCI”) and reclassified into earnings in the same line item (net sales, operating expenses, or cost of sales) associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings or expenses during the current period and are classified as a component of “net foreign exchange gain (loss)”. Hedge effectiveness of foreign currency forwards and purchased option contracts designated as cash flow hedges are measured by comparing the hedging instrument’s cumulative change in fair value from inception to maturity to the forecasted transaction’s terminal value.

We held forward contracts with the following notional amounts:

(In thousands)		US Dollar Equivalent
		As of June 30, 2012		As of December 31,
		(Unaudited)		2011
Euro	$	72,172	$	60,992
Japanese yen		29,661		43,569
Korean won		-		3,309
Hungarian forint		26,388		28,189
Total forward contracts notional amount	$	128,221	$	136,059

The contracts in the foregoing table had contractual maturities of 24 months or less at June 30, 2012 and December 31, 2011, respectively.

At June 30, 2012, we expect to reclassify $2.9 million of gains on derivative instruments from accumulated OCI to net sales during the next twelve months when the hedged international sales occur, $24,000 of gains on derivative instruments from accumulated OCI to cost of sales when the cost of sales are incurred and $1,000 of losses on derivative instruments from accumulated OCI to operating expenses during the next twelve months when the hedged operating expenses occur. Expected amounts are based on derivative valuations at June 30, 2012. Actual results may vary as a result of changes in the corresponding exchange rate subsequent to this date.

We did not record any ineffectiveness from our hedges during the three and six month periods ended June 30, 2012 and 2011.

Other Derivatives

Other derivatives not designated as hedging instruments consist primarily of foreign currency forward contracts that we use to hedge our foreign denominated net receivable or net payable positions to protect against the change in value caused by a fluctuation in foreign currency exchange rates. We typically attempt to hedge up to 90% of our outstanding foreign denominated net receivables or net payables and typically limit the duration of these foreign currency forward contracts to approximately 120 days. The gain or loss on the derivatives as well as the offsetting gain or loss on the hedge item attributable to the hedged risk is recognized in current earnings under the line item “net foreign exchange gain (loss)”. As of June 30, 2012 and December 31, 2011, we held foreign currency forward contracts with a notional amount of $44.9 million and $53.8 million, respectively.

The following tables present the fair value of derivative instruments on our Consolidated Balance Sheets and the effect of derivative instruments on our Consolidated Statements of Income.

Fair Values of Derivative Instruments:

	Asset Derivatives
	June 30, 2012			December 31, 2011
(In thousands)	(Unaudited)
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Foreign exchange contracts - ST forwards	Prepaid expenses and other current assets	$	3,545	Prepaid expenses and other current assets	$	2,500
Foreign exchange contracts - LT forwards	Other long-term assets		1,144	Other long-term assets		190
Total derivatives designated as hedging instruments		$	4,689		$	2,690
Derivatives not designated as hedging instruments
Foreign exchange contracts - ST forwards	Prepaid expenses and other current assets	$	883	Prepaid expenses and other current assets	$	1,607
Total derivatives not designated as hedging instruments		$	883		$	1,607
Total derivatives		$	5,572		$	4,297

	Liability Derivatives
	June 30, 2012			December 31, 2011
(In thousands)	(Unaudited)
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Foreign exchange contracts - ST forwards	Accrued expenses and other liabilities	$	(647)	Accrued expenses and other liabilities	$	(2,007)
Foreign exchange contracts - LT forwards	Other long-term liabilities		(580)	Other long-term liabilities		(1,770)
Total derivatives designated as hedging instruments		$	(1,227)		$	(3,777)
Derivatives not designated as hedging instruments
Foreign exchange contracts - ST forwards	Accrued expenses and other liabilities	$	(579)	Accrued expenses and other liabilities	$	(765)
Total derivatives not designated as hedging instruments		$	(579)		$	(765)
Total derivatives		$	(1,806)		$	(4,542)

The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the three month periods ended June 30, 2012 and 2011, respectively:

June 30, 2012
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	1,281	Net sales	$	728	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		(377)	Cost of sales		103	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		(157)	Operating expenses		8	Net foreign exchange gain (loss)		-
Total	$	747		$	839		$	-

June 30, 2011
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	(71)	Net sales	$	(983)	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		326	Cost of sales		376	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		55	Operating expenses		277	Net foreign exchange gain (loss)		-
Total	$	310		$	(330)		$	-

(In thousands)
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income
			June 30, 2012		June 30, 2011
			(Unaudited)		(Unaudited)
Foreign exchange contracts - forwards	Net foreign exchange gain/(loss)	$	794	$	(1,110)
Total		$	794	$	(1,110)

The following tables present the effect of derivative instruments on our Consolidated Statements of Income for the six month periods ended June 30, 2012 and 2011, respectively:

June 30, 2012
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	1,743	Net sales	$	1,204	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		1,871	Cost of sales		95	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		1,018	Operating expenses		63	Net foreign exchange gain (loss)		-
Total	$	4,632		$	1,362		$	-

June 30, 2011
(In thousands)
(Unaudited)
Derivatives in Cash Flow Hedging Relationship		Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)		Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
Foreign exchange contracts - forwards and options	$	(467)	Net sales	$	(1,740)	Net foreign exchange gain (loss)	$	-
Foreign exchange contracts - forwards and options		2,480	Cost of sales		750	Net foreign exchange gain (loss)		-
Foreign exchange contracts - forwards and options		1,143	Operating expenses		422	Net foreign exchange gain (loss)		-
Total	$	3,156		$	(568)		$	-

(In thousands)
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income
			June 30, 2012		June 30, 2011
			(Unaudited)		(Unaudited)
Foreign exchange contracts - forwards	Net foreign exchange gain/(loss)	$	(236)	$	(2,103)
Total		$	(236)	$	(2,103)

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

Note 17 – Subsequent events

We have evaluated subsequent events through the date the financial statements were issued.

On July 25, 2012, our Board of Directors declared a quarterly cash dividend of $0.14 per common share, payable August 31, 2012, to shareholders of record on August 13, 2012.

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Commitments And Contingencies

6 Months Ended

Jun. 30, 2012

Commitments And Contingencies [Abstract]

Commitments And Contingencies

Note 13 – Commitments and Contingencies

We offer a one-year limited warranty on most hardware products, with a two or three-year warranty on a subset of our hardware products, which is included in the sales price of many of our products. Provision is made for estimated future warranty costs at the time of the sale for the estimated costs that may be incurred under the basic limited warranty. Our estimate is based on historical experience and product sales during the period.

The warranty reserve for the six month periods ended June 30, 2012 and 2011, respectively, was as follows:

		Six months ended June 30,
(In thousands)		(Unaudited)
		2012		2011
Balance at the beginning of the period	$	1,271	$	921
Accruals for warranties issued during the period		1,104		1,515
Settlements made (in cash or in kind) during the period		(1,070)		(1,192)
Balance at the end of the period	$	1,305	$	1,244

As of June 30, 2012, we had non-cancelable purchase commitments with various suppliers of customized inventory and inventory components totaling approximately $9 million over the next twelve months.

As of June 30, 2012, we had outstanding guarantees for payment of customs and foreign grants totaling approximately $4 million, which are generally payable over the next twelve months.

From November 1999 to May 2011, we sold products to the U.S. government under a contract with the General Services Administration ("GSA"). During such time, our sales under the contract were approximately 2% of our total sales. Our previous contract with GSA contained a price reduction or "most favored customer" pricing provision. In the past several quarters, we had been in discussions with GSA regarding our compliance with this pricing provision and provided GSA with information regarding our pricing practices. In 2011, GSA conducted an on-site review of our GSA pricing practices and orally informed us that GSA did not agree with our previous determination of the potential non-compliance amount. GSA subsequently requested that we conduct a further analysis of the non-compliance amount based upon a methodology that GSA proposed. This analysis resulted in calculated overpayments (including added interest) by GSA to us of approximately $13.1 million. During the quarter ended September 30, 2011, we established an accrual for $13.1 million which represented the amount of the loss contingency that was reasonably estimable at that time. On June 6, 2012, we entered into a Settlement Agreement with GSA and paid approximately $11.8 million in settlement of the foregoing matters. Due to the complexities of conducting business with GSA, the relatively small amount of revenue we realized from our previous GSA contract, and our belief that we can continue to sell our products to U.S. government agencies through other contracting methods, we cancelled our contract with GSA in April 2011, effective May 2011. To date, we have not experienced any material adverse impact on our results of operations as a result of the cancellation of our previous GSA contract.

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Income Taxes

6 Months Ended

Jun. 30, 2012

Income Taxes [Abstract]

Income Taxes

Note 9 – Income taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized.

We account for uncertainty in income taxes recognized in our financial statements using prescribed recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on our tax returns. We had $21.3 million and $19.5 million of unrecognized tax benefits at June 30, 2012 and December 31, 2011, respectively, all of which would affect our effective income tax rate if recognized. We recorded a gross increase in unrecognized tax benefits of $1.7 million for the six month period ended June 30, 2012, as a result of tax positions taken during the period. We recorded a gross decrease in unrecognized tax benefits of $285,000 for the six month period ended June 30, 2012 related to settlements with taxing authorities. As of June 30, 2012, it is deemed reasonable that we will recognize tax benefits in the amount of $2.2 million in the next twelve months due to the closing of open tax years. The nature of the uncertainty with regard to the amount of the benefit we may recognize is related to deductions taken on returns that have not been examined by the applicable tax authority. Our continuing policy is to recognize interest and penalties related to income tax matters in income tax expense. As of June 30, 2012, we have approximately $1.1 million accrued for interest related to uncertain tax positions. The tax years 2005 through 2011 remain open to examination by the major taxing jurisdictions to which we are subject.

Our provision for income taxes reflected an effective tax rate of 23% and 18% for the three month periods ended June 30, 2012 and 2011, respectively, and of 22% and 18% for the six month periods ended June 30, 2012 and 2011, respectively. For the three and six month periods ended June 30, 2012, our effective tax rate was lower than the U.S. federal statutory rate of 35% as a result of an enhanced deduction for certain research and development expenses and profits in foreign jurisdictions with reduced income tax rates. For the three and six month periods ended June 30, 2011, our effective tax rate was lower than the U.S. federal statutory rate of 35% as a result of a tax benefit from equity awards that do not ordinarily result in a tax benefit, an enhanced deduction for certain research and development expenses, profits in foreign jurisdictions with reduced income tax rates and the U.S. federal research and development credit.

Our earnings in Hungary are subject to a statutory tax rate of 19%. The difference between this rate and the statutory U.S. rate of 35% resulted in income tax benefits of $3.1 million and $4.0 million for the three month periods ended June 30, 2012 and 2011, respectively, and $5.2 million and $7.4 million for the six month periods ended June 30, 2012 and 2011. No countries other than Hungary had a significant impact on our effective tax rate. We have not entered into any advanced pricing or other agreements with the Internal Revenue Service with regard to any foreign jurisdictions.

The tax position of our Hungarian operation continues to benefit from assets created by the restructuring of our operations in Hungary. In addition, our research and development activities in Hungary continue to benefit from a tax law in Hungary that provides for an enhanced deduction for qualified research and development expenses. Partial release of the valuation allowance on assets from the restructuring and the enhanced tax deduction for research expenses resulted in income tax benefits of $4.6 million and $5.2 million for the three month periods ended June 30, 2012 and 2011, respectively, and $7.7 million and $9.9 million for the six month periods ended June 30, 2012 and 2011, respectively.

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Intangibles

6 Months Ended

Jun. 30, 2012

Intangibles [Abstract]

Intangibles

Note 7 – Intangibles

Intangibles at June 30, 2012 and December 31, 2011 are as follows:

		June 30, 2012
(In thousands)		(Unaudited)						December 31, 2011
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Capitalized software development costs	$	63,150	$	(36,723)	$	26,427	$	53,086	$	(29,606)	$	23,480
Acquired technology		67,868		(36,991)		30,877		67,918		(32,210)		35,708
Patents		23,199		(8,691)		14,508		21,875		(7,992)		13,883
Other		23,823		(14,956)		8,867		24,614		(13,819)		10,795
	$	178,040	$	(97,361)	$	80,679	$	167,493	$	(83,627)	$	83,866

Software development costs capitalized for the three month periods ended June 30, 2012 and 2011 were $6.1 million and $5.9 million, respectively, and related amortization expense was $3.5 million and $3.3 million, respectively. For the six month periods ended June 30, 2012 and 2011, capitalized software development costs were $10.1 million and $9.8 million, respectively, and related amortization expense was $7.1 million and $6.6 million, respectively. Capitalized software development costs for the three month periods ended June 30, 2012 and 2011 included costs related to stock based compensation of $221,000 and $262,000, respectively. For the six month periods ended June 30, 2012 and 2011, capitalized software development costs included costs related to stock based compensation of $400,000 and $412,000, respectively.

Amortization of capitalized software development costs is computed on an individual product basis for those products available for market and is recognized based on the product’s estimated economic life, generally three years. Acquired core technology and intangible assets are amortized over their useful lives, which range from three to eight years. Patents are amortized using the straight-line method over their estimated period of benefit, generally 10 to 17 years. Total intangible assets amortization expenses were $7.0 million and $5.5 million for the three months ended June 30, 2012 and 2011, respectively, and $13.7 million and $10.7 million for the six month periods ended June 30, 2012 and 2011, respectively.

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Goodwill

6 Months Ended

Jun. 30, 2012

Goodwill [Abstract]

Goodwill

Note 8 – Goodwill

The carrying amount of goodwill as of June 30, 2012, was as follows:

		Amount
		(In thousands)
Balance as of December 31, 2011	$	130,747
Purchase price adjustments		(1,623)
Divestitures		-
Foreign currency translation impact		(161)
Balance as of June 30, 2012 (unaudited)	$	128,963

The excess purchase price over the fair value of assets acquired is recorded as goodwill. See Note 16 – Acquisitions, for discussion regarding the purchase price adjustment in the table above. As we have one operating segment, we allocate goodwill to one reporting unit for goodwill impairment testing. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach based on the market capitalization of the reporting unit. Our annual impairment test was performed as of February 29, 2012. No impairment of goodwill was identified during 2012 and 2011. Goodwill is deductible for tax purposes in certain jurisdictions.

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Comprehensive Income

6 Months Ended

Jun. 30, 2012

Comprehensive Income [Abstract]

Comprehensive Income

Note 10 – Comprehensive income

Our comprehensive income is comprised of net income, foreign currency translation, unrealized gains and losses on forward and option contracts and securities classified as available-for-sale. The accumulated other comprehensive income/(loss), net of tax, for the three and six month periods ended June 30, 2012 and 2011, consists of the following:

		Three months ended June 30, 2012
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of March 31, 2012	$	1,839	$	349	$	1,780	$	3,968
Current-period other comprehensive (loss) income		(4,336)		(313)		400		(4,249)
Balance as of June 30, 2012	$	(2,497)	$	36	$	2,180	$	(281)
		Six months ended June 30, 2012
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of December 31, 2011	$	(1,543)	$	(664)	$	(1,293)	$	(3,500)
Current-period other comprehensive (loss) income		(954)		700		3,473		3,219
Balance as of June 30, 2012	$	(2,497)	$	36	$	2,180	$	(281)
		Three months ended June 30, 2011
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of March 31, 2011	$	4,779	$	(228)	$	1,959	$	6,510
Current-period other comprehensive (loss) income		2,149		(580)		262		1,831
Balance as of June 30, 2011	$	6,928	$	(808)	$	2,221	$	8,341
		Six months ended June 30, 2011
		(Unaudited)
(In thousands)		Currency translation adjustment		Investments		Derivative instruments		Accumulated other comprehensive income
Balance as of December 31, 2010	$	(496)	$	196	$	(410)	$	(710)
Current-period other comprehensive (loss) income		7,424		(1,004)		2,631		9,051
Balance as of June 30, 2011	$	6,928	$	(808)	$	2,221	$	8,341

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Commitments And Contingencies (Tables)

6 Months Ended

Jun. 30, 2012

Commitments And Contingencies [Abstract]

Schedule Of Warranty Reserve

		Six months ended June 30,
(In thousands)		(Unaudited)
		2012		2011
Balance at the beginning of the period	$	1,271	$	921
Accruals for warranties issued during the period		1,104		1,515
Settlements made (in cash or in kind) during the period		(1,070)		(1,192)
Balance at the end of the period	$	1,305	$	1,244

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Stock-Based Compensation Plans (Stock Options Plans And Restricted Stock Plan) (Details)	12 Months Ended			6 Months Ended			6 Months Ended		6 Months Ended		6 Months Ended
	Dec. 31, 2004 Incentive Plan (1994) [Member]	Dec. 31, 1997 Incentive Plan (1994) [Member]	May 09, 1994 Incentive Plan (1994) [Member]	Jun. 30, 2012 Minimum [Member] Incentive Plan (1994) [Member]	Jun. 30, 2012 Maximum [Member] Incentive Plan (1994) [Member]	May 11, 2010 Restricted Stock Plan [Member]	Jun. 30, 2012 Restricted Stock Plan [Member] Incentive Plan (2005) [Member]	May 10, 2005 Restricted Stock Plan [Member] Incentive Plan (2005) [Member]	Jun. 30, 2012 Restricted Stock Plan [Member] Incentive Plan (2010) [Member]	May 11, 2010 Restricted Stock Plan [Member] Incentive Plan (2010) [Member]	Jun. 30, 2012 Restricted Stock Plan [Member] Minimum [Member] Incentive Plan (2005) [Member]	Jun. 30, 2012 Restricted Stock Plan [Member] Minimum [Member] Incentive Plan (2010) [Member]	Jun. 30, 2012 Restricted Stock Plan [Member] Maximum [Member] Incentive Plan (2005) [Member]	Jun. 30, 2012 Restricted Stock Plan [Member] Maximum [Member] Incentive Plan (2010) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for issuance			13,668,750			3,362,304		4,050,000		3,000,000
Additional number of shares reserved for issuance	1,125,000	10,631,250
Award vesting period, (in years)				5 years	10 years		5 years		5 years		3 years	3 years	10 years	10 years
Number of shares available for grant									3,919,146

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Litigation

6 Months Ended

Jun. 30, 2012

Litigation [Abstract]

Litigation

Note 15 – Litigation

We are not currently a party to any material litigation. However, in the ordinary course of our business, we are involved in a limited number of legal actions, both as plaintiff and defendant, and could incur uninsured liability in any one or more of them. See Note 13 – Commitments and Contingencies in the Notes to our Consolidated Financial Statements, for discussion of the Settlement Agreement we entered in connection with our previous GSA contract. No assurances can be given with respect to the extent or outcome of any future litigation or dispute.

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Cash, Cash Equivalents And Short-Term Investments (Tables)

6 Months Ended

Jun. 30, 2012

Cash, Cash Equivalents And Short-Term Investments [Abstract]

Unrealized Gains And Losses Related To Short-Term Investments Designated As Available-For-Sale

		As of June 30, 2012
(In thousands)		(Unaudited)
				Gross		Gross		Cumulative
		Adjusted Cost		Unrealized Gain		Unrealized Loss		Translation Adjustment		Fair Value
Cash	$	124,213	$	-	$	-	$	-	$	124,213
Money Market Accounts		62,326		-		-		-		62,326
Municipal bonds		6,613		2		-		-		6,615
Corporate bonds		9,181		8		-		-		9,189
U.S. treasuries and agencies		113,793		3		(8)		-		113,788
Foreign government bonds		36,568		135		(20)		(5,157)		31,526
Time deposits		3,070		-		-		-		3,070
Cash, cash equivalents, and short-term investments	$	355,764	$	148	$	(28)	$	(5,157)	$	350,727

(In thousands)		As of December 31, 2011
				Gross		Gross		Cumulative
		Adjusted Cost		Unrealized Gain		Unrealized Loss		Translation Adjustment		Fair Value
Cash	$	106,431	$	-	$	-	$	-	$	106,431
Money Market Accounts		22,677		-		-		-		22,677
Municipal bonds		12,381		11		-		-		12,392
Corporate bonds		18,631		-		(67)		-		18,564
U.S. treasuries and agencies		170,926		2		(9)		-		170,919
Foreign government bonds		36,460		240		(1)		(4,482)		32,217
Time deposits		2,912		-		-		-		2,912
Cash, cash equivalents, and short-term investments	$	370,418	$	253	$	(77)	$	(4,482)	$	366,112

Contractual Maturities Of Short-Term Investments Designated As Available-For-Sale

		As of June 30, 2012
(In thousands)		(Unaudited)
		Adjusted Cost		Fair Value
Due in less than 1 year	$	153,484	$	149,862
Due in 1 to 5 years		15,741		14,326
Total available-for-sale debt securities	$	169,225	$	164,188
Due in less than 1 year		Adjusted Cost		Fair Value
Municipal bonds	$	5,118	$	5,120
Corporate bonds		9,181		9,189
U.S. treasuries and agencies		109,390		109,393
Foreign government bonds		26,725		23,090
Time deposits		3,070		3,070
Total available-for-sale debt securities	$	153,484	$	149,862
Due in 1 to 5 years		Adjusted Cost		Fair Value
Municipal bonds	$	1,495	$	1,495
U.S. treasuries and agencies		4,403		4,395
Foreign government bonds		9,843		8,436
Total available-for-sale debt securities	$	15,741	$	14,326

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Income Taxes (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Income Taxes [Abstract]
Unrecognized tax benefits	$ 21,300,000		$ 21,300,000		$ 19,500,000
Gross increase in unrecognized tax benefits			1,700,000
Gross decrease in unrecognized tax benefits, settlements with taxing authorities			285,000
Estimated amount of tax benefits to be recognized in the next twelve months	2,200,000		2,200,000
Accrual for interest related to uncertain tax positions	1,100,000		1,100,000
Effective tax rate	23.00%	18.00%	22.00%	18.00%
U.S. federal statutory rate	35.00%		35.00%
Hungary statutory tax rate			19.00%
Tax benefits recognized due to differences in Hungary statutory rates from the statutory U.S. tax rate	3,100,000	4,000,000	5,200,000	7,400,000
Tax benefits resulting from the partial release of the valuation allowance on assets from the restructuring and the enhanced tax deduction for research expenses in Hungary	$ 4,600,000	$ 5,200,000	$ 7,700,000	$ 9,900,000

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Derivative Instruments And Hedging Activities (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Derivative [Line Items]
Minimum number of countries for which entity has operations	40		40
Percentage of sales outside of the Americas during the period	61.00%	59.00%	60.00%	59.00%
Period of protection against the reduction in value caused by a fluctuation, minimum (in number of years)			1 year
Period of protection against the reduction in value caused by a fluctuation, maximum (in number of years)			2 years
Duration of derivative contracts entered into by the entity to hedge risk of loss			24 months		24 months
Forward Contracts [Member]
Derivative [Line Items]
Percentage of derivative risk hedged	100.00%		100.00%
Duration of derivative contracts entered into by the entity to hedge risk of loss			40 months
Estimated amount of reclassification of gains on derivative instruments from accumulated other comprehensive income to net sales			2,900,000
Estimated amount of reclassification of gains on derivative instruments from accumulated other comprehensive income to cost of sales			24,000
Estimated amount of reclassification of gains on derivative instruments from accumulated other comprehensive income to operating expenses			(1,000)
Other Derivatives [Member]
Derivative [Line Items]
Percentage of derivative risk hedged	90.00%		90.00%
Duration of derivative contracts entered into by the entity to hedge risk of loss			120 days
Foreign currency forward contracts notional amount	44,900,000		44,900,000		53,800,000

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Statement Of Consolidated Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Statement Of Consolidated Comprehensive Income [Abstract]
Net income	$ 26,441	$ 26,548	$ 45,083	$ 57,009
Other comprehensive income, before tax and net of reclassification adjustments:
Foreign currency translation adjustment	(4,336)	2,149	(954)	7,424
Unrealized (loss) gain on securities available-for-sale, net	(313)	(580)	700	(1,004)
Unrealized gain on derivative instruments, net	747	309	4,632	3,155
Other comprehensive (loss) income, before tax	(3,902)	1,878	4,378	9,575
Tax provision related to items of other comprehensive income	(347)	(47)	(1,159)	(524)
Other comprehensive (loss) income, net of tax	(4,249)	1,831	3,219	9,051
Comprehensive income	$ 22,192	$ 28,379	$ 48,302	$ 66,060

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Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 4 – Fair value measurements

We define fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market that market participants may use when pricing the asset or liability.

We follow a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value measurement is determined based on the lowest level input that is significant to the fair value measurement. The three values of the fair value hierarchy are the following:

Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Inputs that are not based on observable market data

Assets and liabilities measured at fair value on a recurring basis are summarized below:

		Fair Value Measurements at Reporting Date Using
(In thousands)		(Unaudited)
Description		June 30, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents available for sale:
Money Market Funds	$	62,326	$	62,326	$	-	$	-
U.S. treasuries and agencies		84,863		-		84,863		-
Short-term investments available for sale:
Municipal bonds		6,615		-		6,615		-
Corporate bonds		9,189		-		9,189		-
U.S. treasuries and agencies		28,925		-		28,925		-
Foreign government bonds		31,526		-		31,526		-
Time deposits		3,070		3,070		-		-
Derivatives		5,572		-		5,572		-
Total Assets	$	232,086	$	65,396	$	166,690	$	-
Liabilities
Derivatives	$	(1,806)	$	-	$	(1,806)	$	-
Total Liabilities	$	(1,806)	$	-	$	(1,806)	$	-
(In thousands)		Fair Value Measurements at Reporting Date Using
Description		December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents available for sale:
Money Market Funds	$	22,677	$	22,677	$	-	$	-
U.S. Treasuries and Agencies		13,500		-		13,500		-
Short-term investments available for sale:
Municipal bonds		12,392		-		12,392		-
Corporate bonds		18,564		-		18,564		-
U.S. treasuries and agencies		157,419		-		157,419		-
Foreign government bonds		32,217		-		32,217		-
Time deposits		2,912		2,912		-		-
Derivatives		4,297		-		4,297		-
Total Assets	$	263,978	$	25,589	$	238,389	$	-
Liabilities
Derivatives	$	(4,542)	$	-	$	(4,542)	$	-
Total Liabilities	$	(4,542)	$	-	$	(4,542)	$	-

We value our available-for-sale short term investments based on pricing from third party pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. We classify all of our fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of our financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques. We believe all of these sources reflect the credit risk associated with each of our available for sale short term investments. Short-term investments available-for-sale consists of debt securities issued by states of the U.S. and political subdivisions of the U.S., corporate debt securities and debt securities issued by U.S. government corporations and agencies as well as debt securities issued by foreign governments. All short-term investments available-for-sale have contractual maturities of less than 24 months.

Derivatives include foreign currency forward and option contracts. Our foreign currency forward contracts are valued using an income approach (Level 2) based on the spot rate less the contract rate multiplied by the notional amount. Our foreign currency option contracts are valued using a market approach based on the quoted market prices which are derived from observable inputs including current and future spot rates, interest rate spreads as well as quoted market prices of similar instruments. We consider counterparty credit risk in the valuation of our derivatives. However, counterparty credit risk did not impact the valuation of our derivatives during the six month period ended June 30, 2012. There were not any transfers in or out of Level 1 or Level 2 during the six month period ended June 30, 2012.

Our foreign government bonds consist of German government sovereign debt denominated in Euro with maximum maturities of 24 months. Our short-term investments do not involve sovereign debt from any other country in Europe.

We did not have any items that were measured at fair value on a nonrecurring basis at June 30, 2012 and December 31, 2011.

The carrying value of net accounts receivable and accounts payable contained in the Consolidated Balance Sheet approximates fair value.

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Acquisitions (Summary Of The Allocation Of The Purchase Price Of Acquisitions) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2011 AWR Corporation [Member]	May 20, 2011 Phase Matrix Inc. [Member]
Business Acquisition [Line Items]
Net tangible assets acquired	$ 10,718	$ 5,624
Amortizable intangible assets	31,685	8,331
Deferred tax liability	(8,387)
Goodwill	32,379	26,725
Total	$ 66,395	$ 40,680

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Measurements [Abstract]

Assets And Liabilities Measured On Recurring Basis

		Fair Value Measurements at Reporting Date Using
(In thousands)		(Unaudited)
Description		June 30, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents available for sale:
Money Market Funds	$	62,326	$	62,326	$	-	$	-
U.S. treasuries and agencies		84,863		-		84,863		-
Short-term investments available for sale:
Municipal bonds		6,615		-		6,615		-
Corporate bonds		9,189		-		9,189		-
U.S. treasuries and agencies		28,925		-		28,925		-
Foreign government bonds		31,526		-		31,526		-
Time deposits		3,070		3,070		-		-
Derivatives		5,572		-		5,572		-
Total Assets	$	232,086	$	65,396	$	166,690	$	-
Liabilities
Derivatives	$	(1,806)	$	-	$	(1,806)	$	-
Total Liabilities	$	(1,806)	$	-	$	(1,806)	$	-
(In thousands)		Fair Value Measurements at Reporting Date Using
Description		December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents available for sale:
Money Market Funds	$	22,677	$	22,677	$	-	$	-
U.S. Treasuries and Agencies		13,500		-		13,500		-
Short-term investments available for sale:
Municipal bonds		12,392		-		12,392		-
Corporate bonds		18,564		-		18,564		-
U.S. treasuries and agencies		157,419		-		157,419		-
Foreign government bonds		32,217		-		32,217		-
Time deposits		2,912		2,912		-		-
Derivatives		4,297		-		4,297		-
Total Assets	$	263,978	$	25,589	$	238,389	$	-
Liabilities
Derivatives	$	(4,542)	$	-	$	(4,542)	$	-
Total Liabilities	$	(4,542)	$	-	$	(4,542)	$	-

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Cash, Cash Equivalents And Short-Term Investments (Unrealized Gains And Losses Related To Short-Term Investments Designated As Available-For-Sale) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	$ 355,764	$ 370,418
Gross Unrealized Gain	148	253
Gross Unrealized Loss	(28)	(77)
Cumulative Translation Adjustment	(5,157)	(4,482)
Fair Value	350,727	366,112
Cash [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	124,213	106,431
Fair Value	124,213	106,431
Money Market Accounts [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	62,326	22,677
Fair Value	62,326	22,677
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	6,613	12,381
Gross Unrealized Gain	2	11
Fair Value	6,615	12,392
Corporate Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	9,181	18,631
Gross Unrealized Gain	8
Gross Unrealized Loss		(67)
Fair Value	9,189	18,564
U.S. Treasuries And Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	113,793	170,926
Gross Unrealized Gain	3	2
Gross Unrealized Loss	(8)	(9)
Fair Value	113,788	170,919
Foreign Government Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	36,568	36,460
Gross Unrealized Gain	135	240
Gross Unrealized Loss	(20)	(1)
Cumulative Translation Adjustment	(5,157)	(4,482)
Fair Value	31,526	32,217
Time Deposits [Member]
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	3,070	2,912
Fair Value	$ 3,070	$ 2,912

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Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2012

Recently Issued Accounting Pronouncements [Abstract]

Recently Issued Accounting Pronouncements

Note 14 – Recently issued accounting pronouncements

In January 2010, the FASB updated FASB ASC 820, Fair Value Measurements and Disclosures (FASB ASC 820) that requires additional disclosures and clarifies existing disclosures regarding fair value measurements. The additional disclosures include (i) transfers in and out of Levels 1 and 2 and (ii) activity in Level 3 fair value measurements. The update provides amendments that clarify existing disclosures on level of disaggregation and disclosures about inputs and valuation techniques. This update is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which were effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We adopted the update on January 1, 2010 as required and subsequently adopted on January 1, 2011, the update surrounding disclosures on Level 3 fair value measurements and concluded it did not have a material impact on our consolidated financial position or results of operations. In May 2011, the FASB updated FASB ASC 820 that resulted in common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs). Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. We adopted the update as required in the first quarter of 2012 and concluded it did not have a material impact on our consolidated financial position or results of operations.

In June 2011, the FASB updated FASB ASC 220, Comprehensive Income (FASB ASC 220) that gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The update does not change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects, with one amount shown for the aggregate income tax expense or benefit related to the total of other comprehensive income items. The update does not affect how earnings per share is calculated or presented. The update should be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We adopted the update as required in the first quarter of 2012, and concluded that the adoption did not have a material impact on our financial position or results of operations; however, the adoption resulted in an additional statement of other comprehensive income. In December 2011, the FASB deferred the effective date for the amendment issued in June 2011 regarding the presentation of reclassifications of items out of accumulated other comprehensive income. This update deferred the implementation requirement to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. The amended guidance specifies that entities should continue to report reclassifications out of accumulated other comprehensive income consistent with presentation requirements in effect before the update in June 2011.

In September 2011, the FASB updated FASB ASC 350, Goodwill and Other (FASB ASC 350) that gives an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We adopted the update as required in the first quarter of 2012 and concluded it did not have a material impact on our consolidated financial position or results of operations.