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2005 Annual Report

To Our Stockholders

In 2005, we were pleased with the strong sales of our virtual instrumentation platform as we delivered record revenue of $572 million, an 11 percent increase over 2004. The company generated solid profitability and the 28th year of revenue growth in the company's 29-year history. A key driver to this growth has been our continued investment in R&D, which resulted in a record number of new products in 2005 - our third consecutive year of record new product output. We are very pleased with the initial sales of these products as they continue to strengthen our product platforms while expanding the market opportunity for virtual instrumentation. Another reason for our success is the diversity of our business - across geographies, industries, customers, and applications - which has been a key factor in our long track record of growth. For example in 2005, we sold products to more than 25,000 different companies in more than 90 countries around the world, and no single industry accounted for more than 10 percent of our total revenue. One of our goals in 2005 was to drive operating leverage in our business, and I am pleased that we managed expenses and delivered improved operating margin and record annual net income. As we look to 2006, we plan to continue this momentum to gain market share in established application areas while expanding our position in strategic new growth areas for virtual instrumentation, such as high-performance measurements, RF instrumentation, and industrial and machine control.

Our Mission
Our mission is to create innovative, computer-based products that improve everyday life by improving technology. Our customers are engineers, scientists, and technology professionals in industry, government, and academia. They use our measurement and automation tools to research, design, build, test, automate, and improve a wide variety of products and services. With our innovative software and hardware tools, we give our customers the ability to define their solutions for measuring and automating the world around them. Our strategy is to innovate, constantly improve, and deliver a steady stream of new products that deliver value to our customers and increase our business opportunities.

Our vision is to revolutionize the measurement and automation industry through virtual instrumentation, an innovative approach NI pioneered and continues to lead. With virtual instrumentation, we combine off-the-shelf, mainstream computer technologies with our own innovative modular hardware and software products, such as our flagship National Instruments LabVIEW product family, to create powerful and flexible solutions for design, control, and test applications. Our approach empowers customers to easily build open, flexible, user-defined solutions rather than rely on closed, fixed-function, vendor-defined traditional instrumentation. With virtual instrumentation, our customers can save time and money, easily integrate a wide variety of devices for their unique application needs, and improve their design and development productivity.

Our Product Mix
When our company was founded nearly 30 years ago, we started by building a leadership position in instrument control products that allow computers to control traditional instruments made by other vendors. Today, our instrument control products (GPIB and VXI) have matured, and their sales generally correlate to the health of the general test and measurement industry and the number of instruments sold by other vendors. Our market leadership in instrument control hardware and software has given us a large and loyal customer base that we have delighted with our newer virtual instrumentation products. In 2005, instrument control products represented only 12 percent of revenue as our computer-based virtual instrumentation products continued to drive the company's growth.

We were very pleased with the strong growth in our virtual instrumentation products resulting in record revenue in 2005. The cornerstone of virtual instrumentation is software, and, in 2005, we continued to see strong adoption of our software platforms with record software revenue. Our award-winning LabVIEW graphical development platform is recognized as the leading software for measurement and automation. In 2005, we continued to see growth in LabVIEW development systems, and were especially pleased with the growth and penetration into large accounts. With LabVIEW Real-Time and LabVIEW FPGA, we have leveraged our strong graphical design platform into new application areas such as industrial control and reliable test. We were also pleased with the results in 2005 for our NI TestStand test management software as well as our DIAdem data management software.

On the hardware front, data acquisition, PXI, modular instruments, distributed I/O, industrial communications, motion control, and machine vision all delivered record revenue in 2005 as virtual instrumentation achieved further penetration in measurement and automation. PXI continued to show its strength as a market-leading modular test platform with record revenue in 2005. We finished off a strong year in which we sold more than 50,000 PXI devices, a 31 percent increase over 2004. This tremendous success, combined with the PXI devices shipped from the more than 60 other PXI vendors, shows that PXI has become an extremely successful industry-standard, modular platform for measurement and automation. PXI, which saw success across a diverse set of application areas, was adopted by both small and large companies as they recognized the benefits of coupling powerful test software with modular hardware. Our success in automated test for design, validation, and production was enhanced by our modular instrumentation products. These devices leverage the inherent advantages of our modular architectures, such as PXI, and the flexibility of our software tools to provide higher-precision and higher-frequency measurements at a lower cost for applications in military avionics, consumer electronics, communications, and more.

In 2004, we introduced the latest generation of our plug-in data acquisition products, the National Instruments M Series, and, in 2005, we saw very strong adoption of these products. NI M Series delivers more performance, more I/O capabilities, and more value to our customers than our previous-generation data acquisition products. The new M Series devices not only lower the cost per I/O channel by more than 30 percent, they also reduce overall system costs by minimizing setup time through advanced development tools included in NI-DAQmx driver and measurement services software.

We were pleased with the strong success and customer adoption of our tools in the industrial control space as more customers used our programmable automation controller platforms for reliable and deterministic control and system design solutions. With our family of rugged I/O products such as National Instruments Compact FieldPoint and CompactRIO combined with our portfolio of powerful software such as LabVIEW Real-Time and LabVIEW FPGA, customers can graphically design their control systems at lower costs with improved productivity. We are seeing our innovative approach not only meet customer needs that traditional industrial devices cannot fulfill but also offer a lower-cost solution than custom embedded design. The benefit for our customers is the ability to more quickly design, prototype, and deploy their industrial, machine control, and embedded design systems.

During 2005, National Instruments welcomed Electronics Workbench, Measurement Computing Corporation, and IOTech, Inc., to our global family. I would like to thank the employees of these companies for joining the NI family and working across many functional areas to ensure a successful integration of the companies with National Instruments. I look forward to the increased opportunities we all have by combining the strengths of these companies with the strong NI global presence and software leadership.

Our New Products
Throughout our history, a key to our success has been the regular introduction of innovative new products that strengthen our core business while expanding our market opportunities. Over the past five years, while many companies reduced investments in response to the weak industrial economy, we continued our aggressive investment in R&D. Our strategy continued to fuel our growth in 2005 as we released a record number of new products for the third consecutive year.

When we invented LabVIEW 20 years ago, our goal was to dramatically reduce the software development time needed to design and develop measurement systems. In 2005, we introduced LabVIEW 8, a significant release that leverages the latest advances in computing, networking, and embedded technology. LabVIEW 8 has more than 100 new features, including new Express technology for increased ease of use, professional project-based development for large-scale applications, and new system design tools for managing the development of processes running across distributed systems. We are very pleased with the initial interest in LabVIEW 8 and the significant industry recognition it has received.

We are pleased with the strong adoption of our PXI and modular instruments platforms, as customers adopted our PC-based approach for test in a wide range of applications. In 2005, NI introduced the new flexible-resolution digitizer, which was recently recognized as Test Product of the Year by Test & Measurement World magazine. This device is a universal instrument that provides the most flexible combination of resolution accuracy and frequency sampling rate available from any instrument on the market. With this one device, design and test engineers can now use a single modular instrument to make a wide range of dynamic measurements, replacing many traditional instruments such as A/C voltmeters, audio analyzers, frequency counters, and spectrum analyzers at a fraction of the cost and size.

National Instruments has a long history of using commercial technologies to further expand the capabilities of virtual instrumentation. One of the latest PC advancements is the high-speed bus known as PCI Express, an exciting next-generation technology developed by Intel and other PC component vendors, which delivers an order of magnitude speed improvement over the current-generation bus. In 2005, we released the industry's first PCI Express data acquisition products, and the PXI Systems Alliance, the multivendor organization that maintains the PXI Specification, announced and approved the Express specification. This new specification will pave the way for higher-performance PXI modules to take advantage of the dedicated high-speed bandwidth of PCI Express technology while maintaining compatibility with today's PXI systems, modules, and software. We expect to release the first PXI Express products in 2006, furthering the growth and penetration of PXI into higher-frequency and higher-channel-count applications.

Another key success in 2005 was our growing family of USB data acquisition devices. USB has become very popular because of its significant ease of use. Our new USB data acquisition products have seen not only significant revenue and unit growth but also success in introducing virtual instrumentation to new customers. In Q4 2005, we released a number of new LabVIEW instrument drivers for third-party USB and Ethernet instruments, bringing the total number of drivers for these PC peripheral buses to 350. These drivers join the more than 4,000 instrument drivers already on ni.com, furthering the LabVIEW position as the standard software platform for instrument control.

I am extremely pleased with our global R&D execution in 2005. Several of the new platforms and architectures released in 2005 required many years to develop, and I know our engineers and developers are very proud of the early success of their products. We believe that the record new product output of the past three years gives us a strong foundation on which we can build our growth going forward. I look forward to further innovation and strong new product output in 2006.

Our New Opportunities
Virtual instrumentation is increasingly becoming the approach of choice for automated test. Aided by our strong software position, the rapid adoption of PXI, and our modular instrumentation's increasing measurement capabilities, we are reaching further into the mainstream of test and measurement including communications test.

As commercial technologies continue to advance - from the increasing performance of semiconductors to faster and easier-to-use computer buses such as PCI Express and USB - the capabilities of virtual instrumentation continue to expand. With the rapid increase in wireless services available today, the RF spectrum is becoming more and more crowded. From automotive components to cellular technology to inventory control, wireless technology is everywhere. Our PXI RF products saw widespread acceptance as a low-cost alternative to traditional instruments for testing wireless protocols. Already, our products are being used worldwide by major telecom manufacturers for wireless base station testing, spectral monitoring, and cellular communication verification.

LabVIEW has been used as a system design tool for nearly 20 years, and I am excited about the expanding role of LabVIEW as design engineers look to design prototypes and deploy their devices with graphical system design. We are excited with the early success in embedded design and control applications including biomedical instruments, industrial machinery, and automotive electronic design. With our portfolio of powerful software, such as LabVIEW Real-Time and LabVIEW FPGA, and flexible hardware platforms, such as CompactRIO and PXI that can handle a wide range of applications from very high-speed control to embedded board-level design to proprietary custom electronics, customers can graphically design their systems at a lower cost than traditional tools, improve productivity, and shorten design times. Going forward, we will continue to augment this platform to provide a more complete solution that I believe will result in more design wins with machine builders and device manufacturers in a wide range of industries.

In 2005, we introduced significant new products that strengthened the future of virtual instrumentation in test, control, and design.

Our Finances
In 2005, we delivered a new all-time revenue record of $572 million, an 11 percent increase over 2004. The company also reported record net income of $62 million, up 27 percent from the previous year. Our employees did an outstanding job in managing expenses, driving revenue growth, improving our operating margins, and executing on strategic investments in 2005. We also maintained our strategy of focusing on R&D investment, ending 2005 with 800 engineers in R&D, up 56 percent from December 2000. This demonstrates our continued commitment to investing in the future growth of the company. In 2005, we generated significant operating leverage, increasing our operating margin from 12 percent of revenue in 2004 to 14 percent in 2005. Going into 2006, we are focused on improving our revenue growth while continuing to make progress toward our goal of 18 percent operating margin.

For 2005, we had $88.1 million in net cash from operating activities, and we finished the year with $176 million in cash and short-term investments and no debt. Given the record year for revenue and profits in 2005 and our very strong balance sheet, the Board of Directors has approved a 20 percent dividend increase to 6 cents per share for Q4 2006.

Our Culture
I believe the innovative spirit at National Instruments, in which I invest much of my time fostering, is a key reason that in January, FORTUNE magazine named National Instruments to its 100 Best Companies to Work For list for the seventh consecutive year. National Instruments is full of talented employees who not only contribute to our success but also inspire our culture, and I am pleased that the employees recognize the company's engaging environment and consistent commitment to innovation.

Our Future
As we enter our 30th year, virtual instrumentation is seeing tremendous success in many diverse application areas while continuing to attract new customers. I thank our shareholders, customers, employees, and suppliers for their support during 2005. The strong profitability of our business model helped us continue our investment in R&D, and I believe that this is the best strategic investment we can make to deliver and sustain long-term success.

We were pleased with record sales of our core virtual instrumentation software and hardware platforms, which resulted in record annual revenue. We believe virtual instrumentation is a mainstream approach in automated test, and we are excited about its expanded use in areas that traditionally incorporated proprietary, custom-built hardware.

In 2006, our primary goal is to increase revenue growth and further expand our operating leverage. We are excited about the success of our new products as we continue to fill out our product offerings and deliver more complete system solutions to our customers. We are determined to build on this success going forward. We will continue to invest strategically, expand our market opportunities, and execute on our core vision for virtual instrumentation. We are determined to continue to innovate, execute effectively, and deliver long-term value to our shareholders.

Dr. James Truchard,

President, CEO, and Chairman

This letter contains forward-looking statements as defined under securities laws and such statements are intended to be covered by safe harbors created under the Securities Act of 1993, the Securities Act of 1934, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements related to our new products expanding the market opportunity for virtual instrumentation, planning to continue momentum to gain market share, new specification paving the way for higher-performance PXI modules, expecting to release our first PXI Express products in 2006, new products providing strong foundation on which to build our growth, further innovation and strong new product output in 2006, belief that we will get more design wins with machine builders and device manufacturers, focus on improving revenue growth, expanding operating leverage and moving towards an 18% operating margin, R&D being the best strategic investment, continuing to invest strategically, expanding our market opportunities, executing on our core vision and continuing to innovate, execute and deliver long-term value to our shareholders . Actual results could differ materially from those predicted in the forward-looking statements as a result of a number of risks and factors including future changes in the global economy, delays in the release of new products, fluctuations in customer demand for our current products and our new products, unexpected changes in expenses and labor costs and our ability to successfully identify and execute strategic transactions. We direct you to the documents we file with the SEC, including our recently filed annual report on Form 10-K, for additional risks.

© 2006 National Instruments Corporation. All rights reserved. CompactRIO, DIAdem, FieldPoint, LabVIEW, National Instruments, NI, ni.com, and NI TestStand are trademarks of National Instruments. Other product and company names listed are trademarks or trade names of their respective companies.