Autodesk 2006 Annual Report Download - page 129

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial
Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer
have concluded that our disclosure controls and procedures are effective to ensure that information we are
required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded,
processed, summarized and reported within the time periods specified in Securities and Exchange Commission
rules and forms, and (ii) is accumulated and communicated to Autodesk’s management, including our Chief
Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such
information is accumulated and communicated to our management. Our disclosure controls and procedures
include components of our internal control over financial reporting. Management’s assessment of the
effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance
because a control system, no matter how well designed and operated, can provide only reasonable, but not
absolute, assurance that the control system’s objectives will be met.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting during the quarter ended January 31,
2006 that have materially affected, or are reasonably likely to materially affect, our internal controls over
financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management
assessed the effectiveness of our internal control over financial reporting as of January 31, 2006. In making this
assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control-Integrated Framework. As allowed pursuant to guidance
from the Securities and Exchange Commission, we have excluded from our evaluation the internal control over
financial reporting ofAlias Systemswhichwe acquired on January 10, 2006. As of and for the year ended January 31,
2006, revenues and net income of Alias Systems represented less than 1% of consolidated revenues and less than
1% of net income, respectively, and total assets and net tangible assets of Alias Systems represented 3% of
consolidated total assets and 2% of net tangible assets, respectively. Our management has concluded that, as
of January 31, 2006, our internal control over financial reporting is effective 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 principals. Our independent registered public accounting firm,
Ernst & Young LLP, have issued an audit report on our assessment of our internal control over financial reporting,
which is included herein.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that
our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent
all errors and all fraud. A control system, no matter howwell conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within Autodesk have been detected.
2006 Annual Report
83