Autodesk 2008 Annual Report Download - page 149

AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In connection with Autodesk’s anti-piracy program, designed to enforce copyright protection of its software
and conducted both internally and through the Business Software Alliance (“BSA”), from time to time the
Company undertakes litigation against alleged copyright infringers or provides information to criminal justice
authorities to conduct actions against alleged copyright infringers. Such lawsuits have led to counter claims
alleging improper use of litigation or violation of other local law and have recently increased in frequency,
especially in Latin America.
In addition, Autodesk is involved in legal proceedings from time to time arising from the normal course of
business activities including claims of alleged infringement of intellectual property rights, commercial,
employment, piracy prosecution and other matters. In the Company’s opinion, resolution of pending matters is
not expected to have a material adverse impact on its consolidated results of operations, cash flows or its
financial position. However, it is possible that an unfavorable resolution of one or more such proceedings could
in the future materially affect its future results of operations, cash flows or financial position in a particular
period.
Note 7. Stockholders’ Equity
Preferred Stock
Under Autodesk’s Certificate of Incorporation, 2.0 million shares of preferred stock are authorized. At
January 31, 2008, there were no preferred shares issued or outstanding. The Board of Directors has the authority
to issue the preferred stock in one or more series and to fix rights, preferences, privileges and restrictions,
including dividends, and the number of shares constituting any series or the designation of such series, without
any further vote or action by the stockholders.
Autodesk entered into a Preferred Shares Rights Agreement dated December 14, 1995, as amended (the
“Rights Agreement”). At the close of business on December 14, 2005, pursuant to the terms of the Rights
Agreement, the Rights expired, effectively terminating the Rights Agreement.
Common Stock Repurchase Programs
Autodesk has a stock repurchase program that helps offset the dilution to net income per share caused by the
issuance of stock under the Company’s employee stock plans and returns excess cash generated from its business
to stockholders. During fiscal 2008, Autodesk repurchased and retired 12.1 million shares at an average
repurchase price of $46.43 per share, 4.2 million shares in fiscal 2007 at an average repurchase price of
$36.79 per share, and 11.7 million shares in fiscal 2006 at an average repurchase price of $38.10 per share.
Because Autodesk was not current with its reporting obligations under the Securities Exchange Act of 1934 due
to its voluntary review of its stock option grant practices, there were no repurchases of Autodesk common stock
during the first quarter of fiscal 2008 or during the second half of fiscal 2007.
Between November 1999 and December 2004, the Board of Directors approved several plans to repurchase
up to a total of 144.0 million shares of Autodesk common stock. In December 2007, the Board of Directors
approved a plan to repurchase an additional 20.0 million shares of Autodesk common stock. Of the total
164.0 million shares approved for repurchase, 139.9 million shares had been repurchased and retired, and
24.1 million shares remained available for repurchase under this program as of January 31, 2008. In fiscal 2008,
2007, and 2006, Autodesk repurchased its common stock through open market purchases. The number of shares
acquired and the timing of the purchases are based on several factors, including general market conditions, the
trading price of Autodesk common stock and cash on hand and available.
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2008 Annua
l Report