Autodesk 2004 Annual Report Download - page 68

or announces a tender offer or exchange offer to acquire 15% 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 9.1 million shares in fiscal 2004 at an average repurchase price
of $19.69 per share, 4.4 million shares in fiscal 2003 at an average repurchase price of $14.71 per share and
5.3 million shares in fiscal 2002 at an average repurchase price of $18.49 per share. 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 December 2003, the Board of Directors approved plans to repurchase
up to 60.0 million shares of our common stock. Of these 60.0 million shares, 42.9 million shares were
repurchased and retired as of January 31, 2004. 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 2004, 2003 and 2002, Autodesk repurchased its common stock through open market
purchases.
Dividends
During fiscal 2004, 2003 and 2002 Autodesk paid annual cash dividends of $0.12 per share at a rate of
$0.03 each quarter, reducing retained earnings by $13.4 million, $13.6 million, and $13.1 million, respectively.
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 five 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, 2004, 9.5 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% of the total of (1) outstanding shares plus (2) any shares repurchased by
Autodesk during the prior fiscal year. The plan expires in calendar 2006.
In 1996, Autodesk adopted the Nonstatutory Stock Option Plan which 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, 2004, 0.1 million shares were available for
future issuance.
The 2000 Directors’ Option Plan, which was approved by the stockholders, allows for an automatic
annual grant of options to members of Autodesk’s outside Board of Directors. At January 31, 2004, 0.3 million
shares were available for future issuance.
AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8. Stockholders’ Equity (Continued)
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