National Instruments Corporation and its subsidiaries (referred to as the
"Company," "we," "us," "our," "National Instruments" or "NI") has made
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are subject to risks and uncertainties.
Any statements contained herein regarding our future financial performance,
operations, plans, investments, expected effects of investments, or other
matters (including, without limitation, statements to the effect that we
"believe," "expect," "plan," "intend to," "may," "could," "can," "will,"
"project," "predict," "anticipate," "continue," "strive to," "endeavor to,"
"seek to," "are committed to," "remaining committed to," "are encouraged by,"
"remain cautious," "remain optimistic," "estimate", "focus on"; statements of
"goals," "commitments," "strategy" or "visions"; or other variations thereof or
comparable terminology or the negative thereof) should be considered
forward-looking statements. All forward-looking statements are based on current
expectations and projections of future events. We claim the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 for all forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, forward-looking statements are not guarantees of
performance and 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" below and in "Part 1,
Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2021 (the "2021 Form 10-K"). Actual results could differ
materially from those stated or implied by our forward-looking statements, due
to risks and uncertainties associated with our business or under different
assumptions or conditions. You should not place undue reliance on any of these
forward-looking statements. Any forward-looking statement speaks only as of the
date on which it is made, and we disclaim any intention or obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

The following discussion should be read in conjunction with the 2021 Form 10-K
filed with the U.S. Securities and Exchange Commission (the "SEC") and the
condensed consolidated financial statements and accompanying notes included in
Part 1, Item 1 of this Form 10-Q.

Overview and Current Business Outlook



For more than 40 years, we have enabled engineers and scientists around the
world to accelerate productivity, innovation and discovery. Our software-centric
platform provides an advanced approach through integration of software and
modular hardware to create automated test and automated measurement systems. We
believe our long-term track record of innovation and our differentiated platform
help support the success of our customers, employees, suppliers, community and
stockholders. We have been profitable in every year since 1990. We sell to a
large number of customers in a wide variety of industries.

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

•Expanding our available market opportunity



We strive to increase our available market by identifying new opportunities in
existing customers, attracting and serving new customers, and expanding our
business to market adjacencies. Our large network of existing customers provides
a broad base from which to expand.

•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 backward 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 high 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 across multiple products.

We sell into test and measurement and industrial/embedded applications in a broad range of industries and are subject to the economic and industry forces that drive those markets. Examples of these types of customers include semiconductor and electronics, transportation, and aerospace, defense and government.




                                      32
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•Leveraging a worldwide sales, distribution and manufacturing network



We distribute and sell our software and hardware products primarily through a
direct sales organization. We also use independent distributors, original
equipment manufacturers, value added resellers, system integrators and
consultants to market and sell 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 59% and 62% of our net sales during
the three months ended March 31, 2022 and 2021, respectively. 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 2 - Revenue and Note 12 - Segment
and geographic information of Notes to Consolidated Financial Statements for
details concerning the geographic breakdown of our net sales and long-lived
assets, respectively).

We manufacture substantially all of our product volume at our facilities in Debrecen, Hungary and Penang, Malaysia.

•Delivering high quality, reliable products



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 depends on our
ability to obtain and maintain patents and other proprietary rights related to
technologies used in our products. We have engaged in litigation when necessary,
and will likely engage in future litigation to protect our intellectual property
rights.

Our operating results fluctuate from period to period due to changes in global
economic conditions and a number of other factors such as the impact of the
COVID-19 pandemic. 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 not decline, or that we will remain
profitable in future periods.

Backlog

Backlog is a measure of firm orders that are received but have not yet shipped
to customers. Our measure of backlog excludes amounts related to shipments where
the customer has specified delivery in a future period.

Our backlog was approximately $210 million and $154 million at March 31, 2022
and December 31, 2021, respectively, primarily driven by strong order growth
during the year and longer lead times for certain components. We expect the
majority of backlog to be recognized as revenue within 12 months. While backlog
on any particular date can be an indicator of short-term revenue performance, it
is not necessarily a reliable indicator of medium or long-term revenue
performance.

Current business outlook



We are continuing to experience strong demand from our customers across the
geographic regions and end markets that we serve, with the value of total orders
during the first quarter of 2022 increasing by approximately 27% compared to the
same period in 2021. Although the strength and duration of the recent trends
will vary by region and offering, we remain optimistic about opportunities for
additional order growth expected in 2022. We expect our customers will continue
to make investments in emerging technologies related to 5G/mmWave, vehicle
electrification, advanced driver assistance systems ("ADAS") and new space
innovation.

We continue to experience component shortages for some of our products as well
as higher costs to obtain a consistent supply of certain components due to
global supply chain constraints. The duration of these supply chain challenges
remains uncertain. Additionally, strong demand and a strategic shift to longer
lead times to fulfill orders for certain offerings has continued to shift the
timing of revenue recognition into future periods and increased backlog. We have
also recently experienced further delays in the fulfillment of orders in China
due to additional COVID-19 lockdown protocols. During the remainder of 2022, we
also expect operating costs to increase due to wage inflation and increased
travel. While we expect to continue to experience some challenges related to
these supply chain constraints as the global supply chain continues to adjust to
the significant increases in demand, we are optimistic about our ability to
maintain competitive lead times while continuing to maintain higher backlog
levels as part of our strategic focus on application-specific system offerings.

                                      33
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Revenue from software and related services as a percentage of total revenue
during the first quarter of 2022 remained consistent with 2021, at approximately
20% of our total revenue. During the first quarter of 2022 we also undertook
actions to accelerate our transition to a predominantly subscription-based
licensing model for the majority of our software offerings. While we expect our
subscription base, recurring revenue and cash flow to increase over time as a
result of this licensing model transition, we expect some initial headwinds to
our net sales and operating profitability during the transition period. However,
we expect recent additions and enhancements to our software portfolio will
continue to differentiate our products and fuel demand across our end markets.
We currently estimate the impact of our subscription licensing transition will
decrease total revenue by 2% during 2022.

As part of our efforts to streamline the process of doing business with NI, we
have increased our focus on customer account tiers when assessing trends in our
order growth. Specifically, we have grouped our customers into tiers based on
their historical spending patterns and potential for future order growth. Our
"Focus" account tiers are comprised of approximately 2,500 accounts we have
identified as having a high potential to maintain or expand our business through
system-level offerings. The Focus tier currently represents approximately 70% of
our total order value. Our "Broad-based" account tier is comprised of the
remainder of our customer base of approximately 30,000 accounts. The Broad-based
tier currently represents approximately 30% of our total order value. During the
three months ended March 31, 2022, orders from our Focus accounts and
Broad-based accounts increased by 28% and 25%, respectively, compared to the
same period in 2021.

We also continue to focus on scale and efficiency when engaging with our
Broad-based customers. Our focus to streamline the process of doing business
with NI means effectively scaling our operations while also improving the
experience for the large number of smaller accounts. We are making additional
investments in ni.com for a better digital experience and expect to continue to
expand customer reach through our distributor channel during 2022 and beyond. We
are also simplifying our product offerings for the Broad-based customers to make
our products easier-to-use. We believe these actions will allow our direct sales
force to accelerate our revenue growth through proactive engagements with
accounts where we can deliver enterprise-level value. During the three months
ended March 31, 2022, indirect sales through our distributor channels increased
to represent about 13% of our total sales, compared to 5% in the same period of
2021. As of March 31, 2022, our distributors were not carrying significant
amounts of our products in inventory and were not eligible for any variable
adjustments related to their previous purchases. For the three months ended
March 31, 2022 no single distributor or end customer accounted for more than 2%
of our total net sales.

Acquisitions and divestitures

Refer to Note 1 - Basis of presentation and Note 17 - Acquisitions of Notes to
Consolidated Financial Statements for additional information on our acquisitions
and divestitures during the periods presented.

Critical Accounting Estimates



In preparing our consolidated financial statements, we make assumptions,
judgments and estimates that can have a significant impact on our net sales,
operating income and net income, as well as on the value of certain assets and
liabilities on our condensed consolidated balance sheets. We base our
assumptions, judgments and estimates on historical experience and various other
factors that we believe to be reasonable under the circumstances. At least
quarterly, we evaluate our assumptions, judgments and estimates, and make
changes as deemed necessary.

These estimates may change as new events occur and additional information is
obtained. Actual results could differ materially from these estimates under
different assumptions or conditions. For further information about our critical
accounting estimates, see the discussion in Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," under the heading
"Critical Accounting Estimates" in our 2021 Form 10-K. There have been no
material changes to our critical accounting policies and estimates since the
2021 Form 10-K.

                                      34
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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 March 31,
                                                          (Unaudited)
                                                       2022                   2021
Net sales:
Americas                                                         41.3  %      37.8  %
EMEA                                                             26.1         25.5
APAC                                                             32.6         36.7
Total net sales                                                 100.0        100.0
Cost of sales                                                    30.9         28.5
Gross profit                                                     69.1         71.5
Operating expenses:
Sales and marketing                                              31.2         34.8
Research and development                                         21.3         23.9
General and administrative                                        8.6         10.0
Total operating expenses                                         61.1         68.7

Operating income                                                  7.9          2.8
Other (expense) income:                                             -         (1.5)
Income before income taxes                                        7.9          1.3
(Benefit) Provision for income taxes                              1.4            -
Net income                                                        6.6  %       1.3  %


Figures may not sum due to rounding.




                                      35
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Results of Operations for the three months ended March 31, 2022 and 2021

Net Sales.  The following table sets forth our net sales for the three months
ended March 31, 2022 and 2021 along with the changes between the corresponding
periods.

                                                                                Three Months Ended March 31,
                                                                                         (Unaudited)
                                                                                                                Change
(In millions)                                                2022                 2021              Dollars             Percentage

Product sales                                          $        343.7          $  295.1              48.6                   16%
Software maintenance sales                                       41.6              40.1               1.5                   4%
Total net sales                                        $        385.3          $  335.2              50.1                   15%

Figures may not sum due to rounding.

Net Sales - Summary

Net sales for the three months ended March 31, 2022 increased 15 percent compared to the same period in 2021.



•The increase in product sales was primarily attributable to strong demand for
our system-level offerings, particularly our ADG and transportation solutions
(See Note 2 - Revenue for additional information on revenue by industry
grouping). Geographically, we saw strong growth in the Americas region, which
was partially driven by revenue from acquisitions completed within the last 12
months, which increased our total revenue by approximately 3% compared to same
period in 2021. The impact of recent pricing changes also increased our total
revenue by approximately 4% compared to the same period in 2021.

•The increase in software maintenance sales was primarily related to additional billings from annual renewals of software maintenance programs, including enterprise-wide subscription licensing agreements.

Net Sales by Region

The following table sets forth our net sales by geographic region for the three months ended March 31, 2022 and 2021 along with the changes between the corresponding periods and the region's percentage of total net sales.

Three Months Ended March 31,


                                                                                     (Unaudited)
                                                                                                            Change
(In millions)                                              2022                 2021            Dollars             Percentage

Americas                                             $       159.2           $ 126.7              32.5                 26%
Percentage of total net sales                                 41.3   %      

37.8 %



EMEA                                                 $       100.4           $  85.5              14.8                 17%
Percentage of total net sales                                 26.1   %      

25.5 %



APAC                                                 $       125.7           $ 122.9              2.7                   2%
Percentage of total net sales                                 32.6   %      

36.7 %

Figures may not sum due to rounding.



We expect sales outside of the Americas to continue to represent a significant
portion of our net sales. We intend to continue to expand our international
operations by increasing our presence in existing markets, adding a presence in
certain new geographical markets and continuing to increase the use of
distributors to sell our products in some countries.
                                      36
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 Almost all of the sales made by our direct sales offices in the Americas
(excluding the U.S.), EMEA, and APAC are denominated in local currencies, and
accordingly, the U.S. dollar equivalent of these sales is affected by changes in
foreign currency exchange rates. In order to provide a framework for assessing
how our underlying business performed excluding the effects of foreign currency
fluctuations between periods, we compare the percentage change in our results
from period to period using constant currency disclosure. To calculate the
change in constant currency, current and comparative prior period results for
entities reporting in currencies other than U.S. Dollars are converted into U.S.
Dollars at constant exchange rates (i.e., the average rates in effect during the
three months ended March 31, 2021). The following table presents this
information, along with the impact of changes in foreign currency exchange rates
on sales denominated in local currencies, for the three months ended March 31,
2022.

                                   Three Months                                                                  Impact of changes in foreign currency             Three Months
                                 Ended March 31,                            Change                                    exchange rates on net sales                 Ended March 31,
                                       2021                          in Constant Dollars                                                                               2022
                                      GAAP                                                                                                                             GAAP
(In millions)                       Net Sales              Dollars                     Percentage                  Dollars                 Percentage                Net Sales

Americas                         $       126.7               32.7                         25.8%                          (0.3)               (0.2)%              $        159.2
EMEA                             $        85.5               18.4                         21.5%                          (3.5)               (4.1)%              $        100.4
APAC                             $       122.9                4.1                         3.3%                           (1.4)               (1.1)%              $        125.7
Total net sales                  $       335.2               55.2                         16.5%                          (5.1)               (1.5)%              $        385.3

Figures may not sum due to rounding.



We use a foreign currency cash flow hedging program to help protect against
changes in U.S. dollar equivalent value caused by fluctuations in foreign
currency exchange rates of forecasted foreign currency cash flows resulting from
international sales. We hedge portions of our forecasted net sales denominated
in foreign currencies with average rate forward contracts. During the three
months ended March 31, 2022 and 2021, these hedges had the effect of increasing
our net sales by $1.7 million and decreasing our net sales by $2.0 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 impact on our net sales for 2022 and
2021).

Gross Profit. Our gross profit as a percentage of sales is impacted by many
factors as described in the table below. We continue to focus on cost control
and cost reduction measures throughout our manufacturing cycle. The following
table sets forth our gross profit and gross profit as a percentage of net sales
for the three months ended March 31, 2022 and 2021 along with the percentage
changes in gross profit for the corresponding periods.

                                                     Three Months Ended March 31,
                                                             (Unaudited)

(In millions)                                        2022                       2021

Gross Profit                                        $266.0                     $239.8
% change compared with prior period                 11.0%
Gross Profit as a percentage of net sales           69.1%                      71.5%




                                      37

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The decrease in gross profit as a percentage of net sales was primarily related
to the following:

                                                                                 Three Months Ended
                                                                                     (Unaudited)
March 31, 2021                                                                                   71.5  %
Impact of increases in component costs                                                           (4.0) %
Impact of increases in our selling price                                                          1.0  %

Impact of increases in outbound freight and other logistics costs

                      (1.0) %

Impact of changes related to recently acquired/divested businesses

                      (0.2) %

Impact of amortization of acquired intangibles and other purchase accounting adjustments

                                                                                       0.3  %
Impact of decrease in amortization of previously capitalized software
development costs                                                                                 1.5  %

March 31, 2022                                                                                   69.1  %




Operating Expenses. The following table sets forth our operating expenses for
the three months ended March 31, 2022 and 2021 along with the percentage changes
between the corresponding periods and the line item as a percentage of total net
sales.

                                                 Three Months Ended March 31,
                                                         (Unaudited)
(In thousands)                                 2022                   2021         Change

Sales and marketing                 $       120,157                $ 116,783         3%
Percentage of total net sales                   31%                    35%

Research and development            $        82,161                $  80,086         3%
Percentage of total net sales                   21%                    24%

General and administrative          $        33,179                $  33,358        (1)%
Percentage of total net sales                   9%                     10%

Total operating expenses            $       235,497                $ 230,227         2%
Percentage of total net sales                   61%                    69%



                                      38

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The year over year increase in our total operating expenses of $5 million during the three months ending March 31, 2022 was primarily related to the following:



•a $7 million increase in personnel costs, primarily attributable to an increase
in commissions, salaries, benefits and other personnel expenses as well as an
increase in additional stock-based compensation expense (due to comparatively
higher stock prices on the grant date of unvested RSU awards and an increase in
the number of RSU awards granted), partially offset by a decrease in our
variable compensation programs;
•a $5 million increase attributable to higher acquisition-related operating
costs and amortization of acquisition-related intangibles, primarily related to
our recently acquired NHR business, partially offset by lower transaction and
integration costs;
•a $(1) million decrease in travel and other outside services due to less spend
on marketing and advertising offset by an increase in travel during the period
due to the loosening of COVID-19 restrictions; and
•a $(6) million decrease related to accruals for restructuring-related severance
activity.

Sales and Marketing

The primary drivers of the increase in sales and marketing expenses for the
three months ended March 31, 2022 were additional costs associated with salaries
and commissions, an increase in the amortization of acquired intangibles, and an
increase in stock based compensation which were partially offset by lower
severance-related costs, variable compensation programs and lower marketing and
advertising expenses, compared to the same period in 2021.

Research and Development



The primary drivers of the increase in research and development expenses for the
three months ended March 31, 2022 were additional costs for salaries, benefits,
outside services, and stock-based compensation, which were partially offset by a
decrease in accruals associated with our variable compensation programs,
compared to the same period in 2021.

General and administrative



The primary drivers of the decrease in general and administrative expenses for
the three months ended March 31, 2022 were a decrease in acquisition expenses
and severance costs partially offset by an increase in salary and benefits,
outside service costs and stock-based compensation.

Operating Income.  For the three months ended March 31, 2022 and 2021, operating
income was $31 million and $10 million, respectively, an increase of 220%. As a
percentage of net sales, operating income was 7.9% and 2.8% for the three months
ended March 31, 2022 and 2021, respectively. The increase in operating income in
absolute dollars for the three months ended March 31, 2022, compared to the
three months ended March 31, 2021, is primarily attributable to the increases in
revenue partially offset by the increases in cost of sales and operating
expenses described above.

Other (Expense) Income.



•Interest Income. For the three months ended March 31, 2022 and 2021, interest
income was less than $0.1 million and $0.2 million, respectively. During the
three months ended March 31, 2022, the Federal Reserve raised the federal funds
rate target by 25 basis points to a range of 0.25 to 0.50% and signaled the
possibility of additional increases in 2022.

•Interest Expense. For the three months ended March 31, 2022 and 2021, interest
expense was approximately $1.3 million, and $0.7 million, respectively. These
interest charges are due to interest on outstanding borrowings, commitment fees
and amortization of deferred costs related to our Credit Agreement. Refer to
Note 13 - Debt of Notes to Consolidated Financial Statements for additional
information regarding the terms of our Credit Agreement and related borrowings.

•Gain/Loss From Equity-Method Investments. For the three months ended March 31,
2022 and 2021, gain from equity-method investments was approximately $0.6
million and loss from equity-method investments was approximately $4.2 million,
respectively. The increase was primarily attributable to an impairment loss of
$3.5 million recorded in the three months ended March 31, 2021.

                                      39
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•Net Foreign Exchange Gain/(Loss). For the three months ended March 31, 2022 and
2021, net foreign exchange loss was $(1.2) million and $(0.6) million,
respectively. Gains and losses on foreign currency are primarily due to the
impact of re-measuring foreign currency monetary assets and liabilities into the
functional currency of the corresponding entity. The amount of the gain or loss
on foreign currency is driven by the volume of foreign currency transactions and
the foreign currency exchange rates for the period. See "Results of Operations -
Net Sales" above for additional discussion on the impact of foreign exchange
rates on our net sales of operations for the three months ended March 31, 2022.

•Other Income. For the three months ended March 31, 2022 and 2021, other income
also increased by $1.3 million, primarily related to proceeds received from
resolution of claims related to a previous acquisition after the measurement
period was finalized.

Provision for Income Taxes.    For the three months ended March 31, 2022 and
2021, our provision for income taxes reflected an effective tax rate of 17% and
(1)%, respectively. The factors that caused our effective tax rate to change
year over year are detailed in the table below:

                                                                                Three Months Ended March
                                                                                           31,
                                                                                       (Unaudited)
Effective tax rate at March 31, 2021                                                                (1) %
Foreign-derived intangible income deduction                                                         (5)
Global intangible low-taxed income inclusion ("GILTI")                                              (2)
Enhanced deduction for certain research and development expenses                                    (1)
Change in unrecognized tax benefits                                                                  1
Research and development tax credits                                                                 2
Foreign taxes greater (less) than federal statutory rate                                             2
Employee share-based compensation and other discrete items                                          21
Effective tax rate at March 31, 2022                                                                17  %




                                      40

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Other operational metrics
We believe that the following additional unaudited operational metrics assist
investors in assessing our operational performance relative to others in our
industry and to our historical results. The following tables provide details
with respect to the amount of GAAP charges related to certain items that were
recorded in the line items indicated below (in thousands).

                                       Three Months Ended March 31,
(In thousands)                                  (Unaudited)
                                            2022                    2021
Stock-based compensation
Cost of sales                   $         1,222                  $  1,113
Sales and marketing                       7,089                     5,696
Research and development                  6,088                     5,714
General and administrative                5,729                     4,666
Provision for income taxes               (2,655)                   (3,324)
Total                           $        17,473                  $ 13,865


                                                                              Three Months Ended March 31,
(In thousands)                                                                         (Unaudited)
                                                                                2022                  2021
Amortization of acquisition-related intangibles and fair value
adjustments
Net sales                                                                 $          371          $      813
Cost of sales                                                                      3,803               4,272
Sales and marketing                                                                6,139               2,171
Research and development                                                            (320)                  -
Other (expense) income                                                               516                 394
Provision for income taxes                                                        (1,355)               (975)
Total                                                                     $        9,154          $    6,675


                                                                             Three Months Ended March 31,
(In thousands)                                                                        (Unaudited)
                                                                               2022                 2021

Acquisition-related transaction and integration costs, restructuring charges, and other Cost of sales

$        785          $       75
Sales and marketing                                                                307               4,648
Research and development                                                           614                 488
General and administrative                                                       1,771               5,666

Other (expense) income                                                          (1,866)              3,725
Provision for income taxes                                                        (658)             (2,883)
Total                                                                     $        953          $   11,719


                                                                         Three Months Ended March 31,
                                                                                  (Unaudited)
(In thousands)                                                             2022                  2021
Capitalization and amortization of internally developed
software costs
Cost of sales                                                        $        2,033          $    6,874
Research and development                                                       (187)               (226)
Provision for income taxes                                                     (407)             (1,396)
Total                                                                $        1,439          $    5,252


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Liquidity and Capital Resources

Overview



At March 31, 2022, we had $143 million in cash and cash equivalents. Our cash
and cash equivalent balances are held in numerous financial institutions
throughout the world, including substantial amounts held outside of the U.S. The
following table presents the geographic distribution of our cash and cash
equivalents as of March 31, 2022 (in millions):

         (in millions)                      Domestic     International    

Total


         Cash and cash equivalents            $29.8         $113.0

$142.9


                                               21%            79%

Total cash and cash equivalents $29.8 $113.0 $142.9


                                               21%            79%


Figures may not sum due to rounding.



The following table presents our working capital, cash and cash equivalents and
short-term investments:

                                                  March 31, 2022           December 31,             Increase/
(In thousands)                                     (unaudited)                 2021                (Decrease)

Working capital                                 $       483,534          $     486,335          $       (2,801)
Cash and cash equivalents (1)                           142,883                211,106                 (68,223)
Short-term investments (1)                                    -                      -                       -
Total cash, cash equivalents and
short-term investments                          $       142,883          $  

211,106 $ (68,223)

(1) Included in working capital





Our principal sources of liquidity include existing cash, cash equivalents, cash
generated from the sale and maturity of marketable securities, balances and
available borrowings under our Credit Facility, cash flows generated from our
operations, and cash generated from purchases of common stock through our
employee stock purchase plan. The primary drivers of the net increase in working
capital between December 31, 2021 and March 31, 2022 were:

•Cash and cash equivalents decreased by $68 million. Additional analysis of the
changes in our cash flows for the three months ended March 31, 2022 is discussed
below;

•Accounts receivable decreased by $28 million. Days sales outstanding increased
to 59 days at March 31, 2022, compared to 58 days at December 31, 2021. The
decrease in accounts receivable is primarily related to quarterly fluctuations
in our net sales.

•Inventory increased by $19 million. Inventory turns were 1.6 at March 31, 2022
compared to 1.5 at December 31, 2021. The increase in inventory was primarily
attributable to additional purchases of raw materials to support forecasted
demand and timing differences related to delayed fulfillment of certain orders
related to supply chain constraints.

•Prepaid expenses and other current assets increased by $20 million primarily
due to related timing of prepaid insurance, other prepaid renewals, changes in
the fair value of our foreign currency forward contracts, changes in sales and
VAT taxes and prepayment of freight costs.

•Accrued compensation decreased by $60 million attributable to annual payments
under our variable compensation programs related to 2021 attainment, partially
offset by accruals related to expected payouts under our 2022 variable
compensation programs.

•Deferred revenue, current decreased by $3 million primarily related changes in foreign currency exchange rates and recognition of point-in-time deferrals during the first quarter of 2022, partially offset by additional software-related deferrals.



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Analysis of Cash Flow



The following table summarizes our cash flow results for the three months ended
March 31, 2022 and 2021.


                                                                 Three Months Ended March 31,
(In thousands)                                                            (unaudited)
                                                                 2022                      2021

Cash (used by) provided by operating activities $ (3,848)

$        29,841
Cash (used by) provided by investing activities                    (29,153)                   6,393
Cash used in financing activities                                  (34,187)                 (28,218)
Effect of exchange rate changes on cash                             (1,035)                  (1,536)
Net change in cash and cash equivalents                            (68,223)                   6,480
Cash and cash equivalents at beginning of period                   211,106                  260,232
Cash and cash equivalents at end of period               $         142,883          $       266,712



Operating Activities

Cash provided by operating activities is comprised of net income adjusted for
certain items and changes in working capital. Cash flows from operating
activities can fluctuate significantly from period to period as working capital
needs and the timing of payments for income taxes, variable pay, restructuring
activities, and other items impact reported cash flows.

Cash provided by operating activities for the three months ended March 31, 2022
decreased by $34 million compared to the same period in 2021. This decrease was
primarily due to a $50 million decrease in cash provided by changes in operating
assets and liabilities during the year, further described below, partially
offset by a $16 million increase in net income excluding the effect of non-cash
items including stock-based compensation, depreciation and amortization, gain on
sale of business/assets, loss from equity-method investments and deferred tax
benefits.

•The aggregate of changes in accounts receivable, inventory and accounts payable
provided net cash of $1 million during the three months ended March 31, 2022
compared to net cash provided of $21 million in the comparable period in 2021.
The amount of cash flow generated from or used by the aggregate of accounts
receivable, inventory and accounts payable depends upon the cash conversion
cycle, which represents the number of days that elapse from the day we pay for
the purchase of raw materials and components to the collection of cash from our
customers and can be significantly impacted by the timing of shipments and
purchases, as well as collections and payments in a period.

•The changes in accrued compensation used cash of $58 million during the three
months ended March 31, 2022 compared to net cash used of $26 million during the
three months ended March 31, 2021. The year over year change is primarily
related to an increase in payments under our variable pay programs due to 2021
attainment partially offset by lower severance payments.

•The aggregate of changes in prepaid assets, deferred revenue and other assets
and liabilities used net operating cash of $10 million during the three months
ended March 31, 2022 compared to net cash used of $11 million in the comparable
period in 2021. The year over year change is primarily related to timing and
amount of payments for prepaid goods and services, federal income taxes, payroll
taxes, and other indirect taxes.


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Investing Activities

Cash used by investing activities for the three months ended March 31, 2022 increased by $36 million compared to the same period in 2021, primarily related to the following:



•$28 million decrease in cash inflows related to the net sale of short-term
investments. We did not buy or sell short-term investments during the period.
•$6 million increase in cash outflows related to acquisitions and equity-method
investments
•$2 million increase in cash outflows related to capital expenditures for
long-lived assets.

Financing Activities



Cash used in financing activities increased by $6 million for the three months
ended March 31, 2022 compared to the same period in 2021. This was primarily
related to an increase of $31 million in cash outflows related to repurchases of
our common stock during 2021, partially offset by $25 million in additional
borrowings on our revolving credit agreement. (See Note 11 - Authorized shares
of common and preferred stock and stock-based compensation plans of Notes to
Consolidated Financial Statements for additional discussion about our equity
compensation plans and share repurchase program).

Contractual Cash Obligations. Information related to our contractual obligations
as of December 31, 2021 can be found in "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Contractual Obligations," in Part
II-Item 7 of  the Form 10-K. At March 31, 2022, there were no material changes
outside the ordinary course of business to our contractual obligations from
those reported in our 2021 Form 10-K. See Note 8 - Leases of Notes to
Consolidated Financial Statements for additional information regarding our
non-cancellable operating lease obligations as of March 31, 2021.

Credit Agreement. On June 18, 2021, we entered into a Second Amended and
Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank,
National Association, as the administrative agent, swingline lender and issuing
lender (the "Administrative Agent"), Wells Fargo Securities, LLC, as sole lead
arranger and bookrunner, and the lenders party thereto. As of March 31, 2022, we
had $174 million in available borrowing capacity under the Credit Agreement.
Proceeds of additional borrowings made under the Credit Agreement may be used
for working capital and other general corporate purposes. We may prepay the
loans under the Credit Agreement in whole or in part at any time without premium
or penalty. Certain of our future material domestic subsidiaries are required to
guaranty our obligations under the Credit Agreement. (See Note 13 - Debt of
Notes to Consolidated Financial Statements for additional details on our Credit
Agreement).

Off-Balance Sheet Arrangements.    We do not have any off-balance sheet debt. At
March 31, 2022, 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, cash generated from the purchase of common stock through our
employee stock purchase plan and available borrowing under our Credit Agreement
will be sufficient to cover our working capital needs, capital expenditures,
investment requirements, commitments, payment of dividends to our stockholders
and repurchases of our common stock for at least the next 12 months. We may also
seek to pursue additional financing or to raise additional funds by seeking an
additional increase in our secured revolving line of credit and/or term loan
commitments under the Credit Agreement or selling equity or debt to the public
or in private transactions from time to time. If we elect to raise additional
funds, we may not be able to obtain such funds on a timely basis or 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:

•payment of dividends to our stockholders;
•required levels of research and development and other operating costs;
•our business, product, capital expenditure and research and development plans,
and product and technology roadmaps;
•acquisitions of other businesses, assets, products or technologies;
•repurchase of our common stock;
•the overall levels of sales of our products and gross profit margins;
•the levels of inventory and accounts receivable that we maintain;
•general economic and political uncertainty 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;
•capital improvements for facilities;
•our relationships with suppliers and customers; and
•the amount of proceeds received as a result of our employee stock purchase
plan.
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Recently Issued Accounting Pronouncements

See Note 1 - Basis of presentation in Notes to Consolidated Financial Statements.


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