Item 8.01 Other Events.

On December 2, 2019, National Instruments Corporation ("NI") and Cadence Design Systems, Inc. ("Cadence") issued a press release announcing that Cadence and NI entered into a stock purchase agreement for Cadence to acquire AWR Corporation, a wholly owned subsidiary of NI ("Transaction"). The purchase price for the Transaction is approximately $160 million in cash, and NI expects to recognize a gain on the divestment of approximately $123 million, net of taxes, upon closing. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements Certain statements contained in this document may be considered forward-looking statements within the meaning of U.S. securities laws, including Section 21E of the Exchange Act, including statements that Cadence expects to acquire AWR Corporation and the gain NI expects to recognize on its divestment. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions. Statements that are not historical facts are forward-looking statements. These forward-looking statements are subject to numerous risks, uncertainties and other factors, many of which are outside of the control of NI, including, among others: the failure or inability of Cadence or NI to meet the closing conditions or to otherwise consummate the Transaction and the finalizing of the accounting for the Transaction. Actual results may differ materially from the expected results. NI directs readers to its Form 10-K for the year ended December 31, 2018, its Form 10-Q for the quarter ended September 30, 2019 and the other documents it files with the SEC for other risks associated with its future performance. NI undertakes no obligation to update any forward-looking statement in this document. Stockholders are cautioned not to place undue reliance on the forward-looking statements herein, which speak only as of the date such statements are made.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.

Exhibit No.      Description
       99.1        Press Release, dated December 2, 2019
                 Cover Page Interactive Data File (embedded within the Inline XBRL
        104      document)






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