Autodesk 2006 Annual Report Download - page 128

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REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Autodesk, Inc.
We have audited management’s assessment, included in the accompanying Management’s Report on
Internal Control over Financial Reporting, that Autodesk, Inc. maintained effective internal control over financial
reporting as of January 31, 2006, based on criteria established in Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Autodesk, Inc.’s
management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require thatwe plan and perform the audit to obtainreasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, evaluating management’s
assessment, testing and evaluating the design and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting,
management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did
not include the internal controls of Alias, Inc, which is included in the January 31, 2006 consolidated financial
statements of Autodesk, Inc. and constituted 3% and 2% of total and net assets, respectively, as of January 31,
2006 and less than 1% of revenues and less than 1% of net income for the year then ended. Our audit of internal
control over financial reporting of Autodesk, Inc. also did not include an evaluation of the internal control over
financial reporting of Alias, Inc.
In our opinion, management’s assessment that Autodesk Inc. maintained effective internal control over
financial reporting as of January 31, 2006, is fairly stated, in all material respects, based on the COSO criteria.
Also, in our opinion, Autodesk Inc. maintained, in all material respects, effective internal control over financial
reporting as of January 31, 2006, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Autodesk, Inc. as of January 31, 2006 and 2005, and
the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years
in the period ended January 31, 2006 of Autodesk, Inc. and our report dated March 27, 2006 expressed an
unqualified opinion thereon.
/s/ ERNST &YOUNG LLP
San Jose, California
March 27, 2006
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