Autodesk 2002 Annual Report Download - page 50

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AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
announces a tender offer or exchange offer to acquire 15 percent or more of the Company’s common stock. The
rights will expire no later than December 14, 2005.
Common Stock Repurchase Programs
Autodesk repurchased and retired 5.3 million shares in fiscal 2002 at an average repurchase price of $18.49
per share, 18.4 million shares in fiscal 2001 at an average repurchase price of $19.48 per share, 5.8 million shares
in fiscal 2000 at an average price of $15.56. The purpose of the stock repurchase program is, among other things,
to help offset the dilution to earnings per share caused by the issuance of stock under Autodesk’s employee stock
plans.
Between November 1999 and March 2001, the Board of Directors approved plans to repurchase a total of
44.0 million common shares. Of these 44.0 million shares, 29.5 million shares were repurchased and retired as of
January 31, 2002. The number of shares acquired and the timing of the purchases are based on several factors,
including general market conditions and the trading price of Autodesk common stock.
In fiscal 2002, Autodesk repurchased its common stock through open market purchases. In fiscal 2001 and
2000 Autodesk repurchased its common stock through a combination of open market purchases and settlement of
equity collar contracts.
Dividends
During fiscal 2002, 2001 and 2000 Autodesk paid annual cash dividends of $0.12 per share at a rate of $0.03
each quarter.
Note 9. Stock Compensation and Employee Benefit Plans
Stock Option Plans
Autodesk maintains three active stock option plans for the purpose of granting stock options to employees
and members of Autodesk’s Board of Directors: the 1996 Stock Plan, the Nonstatutory Stock Option Plan and the
2000 Directors’ Option Plan. Additionally, there are four expired plans with options outstanding.
Autodesk’s continued growth and success is dependent upon its ability to attract and retain highly skilled
employees. Competition for these employees in the marketplace, especially in the technology industries, has
historically been intense. As such, Autodesk uses stock option awards as one means of attracting and retaining
highly skilled employees.
The 1996 Stock Plan, which was approved by stockholders, allows for options to be granted to employees,
including officers. At January 31, 2002 8.0 million shares were available for future issuance. This amount will
automatically be increased on the first trading day of each fiscal year by an amount equal to the lesser of 10.0
million shares or 3.5 percent of the total outstanding shares plus any shares repurchased by Autodesk during the
prior fiscal year. The plan expires during 2006.
In 1996 Autodesk adopted the Nonstatutory Stock Option Plan and allows for options to be granted to
employees and consultants. Officers and members of Autodesk’s Board of Directors are not eligible to participate
in this plan. Autodesk does not have a practice of awarding stock options to consultants. This plan was not
subject to stockholder approval. At January 31, 2002 0.3 million shares were available for future issuance.
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