Autodesk 2009 Annual Report Download

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Annual Report
Fiscal Year

Notice of Annual Meeting and Proxy Statement

Table of contents

  • Page 1
    Annual Report Fiscal Year 2009 Notice of Annual Meeting and Proxy Statement

  • Page 2
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  • Page 3
    ...AutoCAD LT software grew a combined 1 percent, compared to fiscal 2008. • Architecture, Engineering, and Construction (AEC) revenue increased 9 percent to $525 million, compared to fiscal 2008. This segment represented 23 percent of total revenue. Revenue from the Autodesk Revit family of products...

  • Page 4
    ...of model-based 3D design solutions continues to expand and now includes Autodesk Inventor and Autodesk Moldflow for the manufacturing industry, and Autodesk Revit, AutoCAD Civil 3D, Autodesk Navisworks, and Autodesk Robot Structural Analysis for the AEC industry. Our 3D solutions offer our customers...

  • Page 5
    ... to Digital Prototyping. The Autodesk solution for Digital Prototyping, Autodesk Inventor, connects conceptual design, engineering, and manufacturing teams through the use of a single digital model. This unique approach to the product development process enables our manufacturing customers to...

  • Page 6
    ... now working to create programs that will limit our future emissions. On behalf of the Board of Directors, I thank our customers, employees, reseller partners, and investors. Since the company's inception in 1982, Autodesk has successfully managed through several economic downturns and has emerged...

  • Page 7
    ... 31, 2009 Fiscal Year Ended January 31, 2008 GAAP diluted EPS ...SFAS 123R stock-based compensation expense ...Amortization of developed technology ...Amortization of customer relationships and trademarks ...In-process research and development ...Employee tax reimbursements related to stock option...

  • Page 8
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  • Page 9
    ... public accounting firm for the fiscal year ending January 31, 2010; and Approve our 2010 Outside Directors' Stock Plan. The accompanying Notice of 2009 Annual Meeting of Stockholders and Proxy Statement describe these proposals in greater detail. We encourage you to read this information carefully...

  • Page 10
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  • Page 11
    ... previously signed and returned a proxy card or voted on the Internet or by telephone. By Order of the Board of Directors, Record Date Voting Pascal W. Di Fronzo Senior Vice President, General Counsel and Secretary This notice of Annual Meeting, proxy statement and accompanying form of proxy card...

  • Page 12
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  • Page 13
    ... ...Contacting the Board of Directors ...EXECUTIVE COMPENSATION ...Compensation Discussion and Analysis ...Compensation Committee Report ...Summary Compensation Table and Narrative Disclosure ...Grants of Plan-Based Awards in Fiscal 2009 ...Outstanding Equity Awards at 2009 Fiscal Year End ...Option...

  • Page 14
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  • Page 15
    ...The Annual Meeting will be held at Autodesk's San Francisco office, located at The Landmark, One Market Street, 2nd Floor, San Francisco, California 94105. The telephone number at that location is (415) 356-0700. Directions and maps to the Annual Meeting are available at www.autodesk.com "Contact Us...

  • Page 16
    ...brokerage statement reflecting stock ownership as of the record date. The meeting will begin promptly at 3:00 p.m., Pacific time; please leave ample time for parking and to check-in. Stock Ownership Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner...

  • Page 17
    ... the Annual Meeting? A: If you are a stockholder of record, you may instruct the proxy holders how to vote your shares by using the Internet voting site or the toll-free telephone number listed on the Notice or by requesting a proxy card from Autodesk by telephone at (415) 507-6705 or by email at...

  • Page 18
    ... nominees listed in Proposal One, "FOR" the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2010, and "FOR" the adoption of the 2010 Outside Directors' Stock Plan. Q: If I sign a proxy, how...

  • Page 19
    ...the General Counsel of Autodesk, or may be found at www.autodesk.com under "Investors-Corporate Governance." All notices of proposals by stockholders, whether or not included in Autodesk's proxy materials, should be sent to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention...

  • Page 20
    ... is the mailing address for Autodesk's principal executive offices? A: Autodesk's principal executive offices are located at 111 McInnis Parkway, San Rafael, California 94903. Any written requests for additional information, additional copies of the proxy materials and 2009 Annual Report, notices of...

  • Page 21
    ... Senior Vice President, Intuit, Inc. Executive Vice President and General Manager, Sales and Marketing Group, and Chief Sales and Marketing Officer, Intel Corporation Independent Consultant Chairman of the Board, McAfee, Inc. Founder and Partner, Emerging Company Partners, LLC 2006 1993 1988 2000...

  • Page 22
    ... the Xerox Palo Alto Research Center, where he worked for 17 years. Mr. Halvorsen is a director of Finn Corporation. Sean M. Maloney has been Executive Vice President and General Manager, Sales and Marketing Group, and Chief Sales and Marketing Officer of Intel Corporation since July 2006. Prior to...

  • Page 23
    ... public accountants can reasonably provide, including statutory audits and services rendered in connection with SEC filings. The fiscal year 2008 fees include approximately $0.4 million for audit services related to the Company's voluntary stock option review. (2) Tax Fees consisted of fees billed...

  • Page 24
    ...DIRECTORS' STOCK PLAN. Background and Purpose Autodesk has a well-established policy of providing stock options as a part of compensation to non-employee members of our Board of Directors, as well as requiring directors to take at least a portion of their compensation in the form of restricted stock...

  • Page 25
    ... to the end of this Proxy Statement as Appendix A. General. The purposes of the 2010 Outside Directors' Stock Plan are to attract and retain highly skilled individuals as directors of the Company, to provide additional incentive to the non-employee directors of the Company to serve as directors, and...

  • Page 26
    ... the Common Stock is traded on The NASDAQ Stock Market LLC (NASDAQ Global Select Market), the fair market value of a share shall be the closing sales price for such stock on the date of grant. Each Option is exercisable only while the non-employee director remains a director of Autodesk, subject to...

  • Page 27
    ... by the Board of Directors. The amount of stock compensation shall be paid at the rate of 120 percent of the cash dollar amount in the form of restricted stock, which shall vest on the date of the next annual meeting of stockholders, subject to continued service on the Company's Board of Directors...

  • Page 28
    ... made to our independent directors during fiscal 2009 under our current 2000 Directors' Option Plan. Each new non-employee member of the Board of Directors will receive an Initial Grant to purchase 50,000 shares of Common Stock on the date of the first meeting of the Board of Directors at which such...

  • Page 29
    ... an investment position in Autodesk stock of at least 5,000 shares. The Board of Directors reviews progress against these guidelines annually and updates the stock ownership guidelines, as appropriate. See "Executive Compensation-Compensation Discussion and Analysis" below for additional information...

  • Page 30
    ... meet regularly in executive session, without members of management present, as part of the quarterly meeting procedure. Board Meetings and Board Committees The Board of Directors held a total of eight meetings (including regularly scheduled and special meetings) during fiscal 2009. No director...

  • Page 31
    ...Resources Committee: Steven M. West (Chairman), Per-Kristian Halvorsen and Sean M. Maloney. These appointments are effective as of June 11, 2009, the date of the Company's 2009 Annual Meeting of Stockholders. The Compensation Committee Report is included in this proxy statement on page 33. Corporate...

  • Page 32
    ... understanding of the software industry and the Company's business in particular, (4) have qualifications that will increase overall Board of Directors effectiveness and (5) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect...

  • Page 33
    ... the Company's 2008 Annual Meeting of Stockholders. Contacting the Board of Directors Communications from stockholders to the non-employee directors should be addressed to the non-executive Chairman as follows: Autodesk, Inc., c/o General Counsel, 111 McInnis Parkway, San Rafael, California 94903...

  • Page 34
    ...-Kristian Halvorsen. Former Board member Michael J. Fister also served on the Compensation Committee during fiscal 2009 prior to his resignation in June 2008. The Compensation Committee is responsible for ensuring that our executive officer compensation programs are effectively designed, implemented...

  • Page 35
    ...consultant and members of our management team discuss overall Company goals and objectives. The Compensation Committee also has authority to obtain independent advice and assistance from internal or external legal, accounting, or other advisers. During fiscal 2009, Company management contracted with...

  • Page 36
    ... services offered, revenue level, geographic location, and competitors for executive talent in our labor markets. Our peer group did not change between fiscal 2008 fiscal and fiscal 2009. Elements of Executive Compensation Programs Autodesk's executive compensation program has three major components...

  • Page 37
    ... of CEO and former Executive Chairman, the Compensation Committee consulted the full Board of Directors to conduct a similar assessment of their experience, skills, and performance. Base salaries paid to our Named Executive Officers for fiscal 2009 increased from fiscal 2008 between approximately...

  • Page 38
    ...goals vary and generally are related to the executive's functional area of responsibility and contributions to our overall fiscal year goals. The Compensation Committee designates executives eligible to participate in the EIP each year and approves objectives for a mix of revenue growth and non-GAAP...

  • Page 39
    ... 25 percent. At its March 2009 meeting, the Compensation Committee reviewed our revenue growth and non-GAAP operating margin for fiscal 2009, and reviewed the individual performance of our Named Executive Officers. For fiscal 2009, the Compensation Committee determined that EIP payouts would...

  • Page 40
    ... stock or restricted stock units). At its March 2008 meeting, the Compensation Committee reviewed the factors discussed above and awarded options to the Named Executive Officers based on individual performance and grant values of our peer group for comparable executives. At its June 2008 meeting...

  • Page 41
    ... depending on a number of factors, including stock price changes, overall Company performance and individual performance. Amounts in the chart below are based on what was paid or granted during fiscal 2009. Base salary is the amount of each Named Executive Officer's annual base salary. Short-term...

  • Page 42
    ... salary but did not have a target incentive component in her cash compensation. Alfred J. Castino, our former Chief Financial Officer, resigned during fiscal 2009, and consequently was not eligible for short-term cash incentive compensation. Pay Mix - Annual Compensation Carl Bass, Chief Executive...

  • Page 43
    ... employees. Equity Granting Practices and Policies Equity Grant Process In fiscal 2009, stock options and restricted stock units were the only equity grants made to our executive officers. All equity grants to executive officers are made by the Compensation Committee. Approval of annual stock option...

  • Page 44
    ... meeting our stock ownership guidelines discussed below. ISOs are granted to these few individuals only to the extent allowable by applicable Internal Revenue Code limits. Any excess options are nonstatutory stock options. • Stock Option Grant Exercise Price For fiscal 2009, the exercise price...

  • Page 45
    ... ownership guidelines. Mr. Castino resigned during fiscal 2009. Under the Company's insider trading policy, all members of the Board of Directors and executive officers are prohibited from trading put and call options relating to the Company's stock, or in making "short sales" of the Company's stock...

  • Page 46
    ... of the Company. In December 2008, the Board of Directors approved an amended and restated Executive Change in Control Program which updated the Executive Change in Control Program approved in March 2006 to conform to certain new tax provisions. Each Named Executive Officer, among other employees...

  • Page 47
    ... of our most recent fiscal year. Our Named Executive Officers in fiscal 2009, 2008 and 2007 were the same. For information on our compensation objectives, see the discussion under the heading "Compensation Discussion and Analysis." Salary-Named Executive Officers are paid a salary which reflects the...

  • Page 48
    ... Financial Statements in our fiscal year 2009 Annual Report on Form 10-K filed on March 20, 2009. These amounts do not correspond to the actual value that will be realized by the Named Executive Officers upon the vesting of restricted stock units, the exercise of stock options, or the sale...

  • Page 49
    ...fiscal years ended January 31, 2009, 2008 and 2007. Name and Principal Position Non-Equity Incentive Plan All Other Fiscal Salary Stock Awards Option Awards Compensation Compensation Year e) ($) Total ($) Carl Bass, Chief Executive Officer, President and Interim Chief Financial Officer (a) ...2009...

  • Page 50
    ...plan year. Any such deferrals are reflected in footnote (b) following the table below. Amounts included for restricted stock units and options granted under the 2008 Employee Stock Plan during fiscal 2009 are not tied to performance against a specific plan, but have values that are tied to the price...

  • Page 51
    ... the fiscal year ended January 31, 2009: Estimated Future Payouts Under Non-Equity Incentive Plan Awards (a), (b) All Other Stock Awards: Number of Shares of Stock Maximum ($) (#) All Other Option Grant Date Awards: Fair Value Number of of Stock Securities Exercise or Awards Underlying Base Price of...

  • Page 52
    ... Policies," in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 20, 2009. These amounts do not correspond to the actual value that will be realized by the Named Executive Officers upon the vesting of restricted stock units, the exercise of stock options...

  • Page 53
    ... Fiscal Year End The following table presents information concerning unexercised options and unvested restricted stock unit awards for each Named Executive Officer outstanding as of January 31, 2009. This table includes options and restricted stock units granted under the 2008 Employee Stock Plan...

  • Page 54
    ...(i) the market price of Autodesk Common Stock at the time of exercise on the exercise date and (ii) the exercise price of the option. Nonqualified Deferred Compensation for Fiscal Year 2009 Under our Nonqualified Deferred Compensation Plan, certain executives (including Named Executive Officers) may...

  • Page 55
    ... employer's employee benefit plans. If the executive officer is terminated for any other reason, they will receive severance or other benefits only to the extent that they would be entitled to receive under our then-existing benefit plans and policies. If the benefits provided under the Program...

  • Page 56
    ... covered under similar health plans. Employment Agreement with Carol A. Bartz On February 17, 2009, Carol A. Bartz resigned as our Executive Chairman and as a member of our Board of Directors. Ms. Bartz's resignation was due to her having accepted a position as the Chief Executive Officer of Yahoo...

  • Page 57
    ... on on on on 1/31/2009 ($) 1/31/2009 ($) 1/31/2009 ($) 1/31/2009 ($) 1/31/2009 ($) 1/31/2009 ($) Executive Benefits and Payments Compensation: Base Salary(1) ...$ - Executive Incentive Plan (EIP)(2) ...775,000 Stock Options(3) ...- Benefits and perquisites: Health Insurance(4) ...Disability Income...

  • Page 58
    ...on 8/1/2008 ($) Executive Benefits and Payments Compensation: Base Salary ...Executive Incentive Plan (EIP) ...Stock Options ...Benefits and perquisites: Health Insurance ...Disability Income ...Accidental Death or Dismemberment ...Life Insurance ...Other ...Accrued Vacation Pay ...Total Executive...

  • Page 59
    ... 1/31/2009 ($) 1/31/2009 ($) 1/31/2009 ($) 1/31/2009 ($) 1/31/2009 ($) 1/31/2009 ($) Executive Benefits and Payments Compensation: Base Salary(1) ...$ - Executive Incentive Plan(2) . . 75,000 Sales commissions and bonus(8) ...315,439 Stock options(3) ...- Benefits and perquisites: Health Insurance...

  • Page 60
    ... 1, 2008. The amounts shown for Mr. Castino under disability income, life insurance and other categories represent payment of Company subsidies for fitness center dues, group life insurance and long term disability, respectively, for last pay period of Mr. Castino's employment with the Company. 46

  • Page 61
    ... during the fiscal year ended January 31, 2009 were our employees, did not receive additional compensation for their services as directors. Ms. Bartz resigned from the Board of Directors effective February 17, 2009. Fees Earned or Paid in Cash ($) (b) Stock Awards ($) (c) Option Awards ($) (c) Total...

  • Page 62
    ...Policies" in the Notes to Consolidated Financial Statements in our fiscal year 2009 Annual Report on Form 10-K filed on March 20, 2009. These amounts do not correspond to the actual value that will be realized by the Directors upon the vesting of restricted stock units, the exercise of stock options...

  • Page 63
    ... to eligible employees of options to purchase up to 16.9 million shares, all of which have been previously granted. Executive officers and members of the Board of Directors were not eligible to participate in this plan. The Nonstatutory Stock Option Plan was intended to help the Company attract and...

  • Page 64
    ... one percent (1 percent) of the outstanding Common Stock. (1) Unless otherwise indicated in their respective footnote, the address for each listed person is c/o Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903. (2) The number and percentage of shares beneficially owned is determined...

  • Page 65
    ... 90071. Capital World Investors is a division of Capital Research and Management Company. As of December 31, 2008, the reporting date of The Growth Fund of America, Inc.'s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February 12, 2009, The Growth Fund of...

  • Page 66
    ...legal counsel to Autodesk. Mark A. Bertelsen, a director of Autodesk, is a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation. During fiscal 2009, payments by Autodesk to Wilson Sonsini Goodrich & Rosati were less than one percent of such firm's revenues in the last fiscal year and...

  • Page 67
    ... reviews and discussions, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that Autodesk's audited financial statements be included in Autodesk's Annual Report on Form 10-K for the fiscal year ended January 31, 2009 for filing with the SEC. AUDIT...

  • Page 68
    ... represent as the Board of Directors may recommend. It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. Therefore, you are urged to vote at your earliest convenience. THE BOARD OF DIRECTORS April 28, 2009 San Rafael, California 54

  • Page 69
    ... (d) "Company" means Autodesk, Inc., a Delaware corporation, or any successor thereto. (e) "Director" means a member of the Board. (f) "Employee" means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a Director's fee or...

  • Page 70
    ..." means this 2010 Outside Directors' Stock Plan, as set forth in this instrument and as hereafter amended from time to time. (p) "Qualified Retirement" means a retirement from the Board after the retiring Director either (i) has attained 62 years of age and has served on the Board for at least five...

  • Page 71
    ... on the date of the Company's next Annual Meeting for a total vesting period of approximately one (1) year, provided that the Participant continues to serve on the Board on such date. (v) In the event that any Option granted under the Plan would cause the number of Shares subject to outstanding...

  • Page 72
    ... in effect for a term of ten (10) years unless sooner terminated under Section 12 of the Plan. 7. Option Exercise Price and Consideration. (a) Exercise Price. The per Share exercise price for Optioned Stock shall be 100% of the Fair Market Value per Share on the date of grant of the Option. (b) Form...

  • Page 73
    ..., both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) Rule 16b-3. Options granted to Outside Directors must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act or any successor thereto and...

  • Page 74
    ... restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan. (g) Rule 16b-3. Restricted Stock Awards to Outside Directors must comply with the applicable provisions of Rule 16b-3 of the Exchange Act and shall contain such additional conditions...

  • Page 75
    ..., the number of Shares which have been authorized for issuance under the Plan but as to which no Options or Restricted Stock Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or forfeiture of Restricted Stock, as well as the price per...

  • Page 76
    ...the Plan. 16. Agreements. Options and Restricted Stock Awards shall be evidenced by written agreements in such form as the Board shall approve. 17. Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the Company at or prior to the first annual meeting of...

  • Page 77
    .... All obligations of the Company under the Plan, with respect to Options and Restricted Stock Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise...

  • Page 78
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  • Page 79
    ...) AUTODESK, INC. Delaware (State or other jurisdiction of incorporation or organization) 94-2819853 (I.R.S. employer Identification No.) 111 McInnis Parkway, San Rafael, California (Address of principal executive offices) 94903 (Zip Code) Registrant's telephone number, including area code...

  • Page 80
    ... Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services...

  • Page 81
    ... used in this Form 10-K appears at the end of this Item 1. GENERAL Autodesk is a leader in 2D and 3D design and engineering software and services. We offer products and solutions to customers in the architectural, engineering and construction, manufacturing, geospatial mapping, and digital media and...

  • Page 82
    ..., including Autodesk Inventor products, Autodesk Revit products, AutoCAD Civil 3D and Autodesk Navisworks products, which accounted for 27% of our net revenue in fiscal 2009. In addition to software, the PSEB, AEC and MSD segments offer a range of services including consulting, support and training...

  • Page 83
    ... and asset management products. AEC AEC accounted for 23% of overall net revenue in fiscal 2009. Autodesk's AEC solutions enable customers and their clients to reduce inefficiencies in building design, civil engineering, construction and management, supporting information and management needs across...

  • Page 84
    ... data management software in one solution. Inventor software is a 3D mechanical design creation tool that provides users a 3D assembly-centric solid modeling system and 2D drawing production system together with digital prototyping functionality. Customers who purchase Autodesk Inventor Professional...

  • Page 85
    ... to communicate abstract or complex mechanical, architectural, engineering and construction concepts. Å Autodesk Maya Autodesk Maya software provides 3D modeling, animation, effects and rendering solutions that enable film and video artists, game developers and design visualization professionals to...

  • Page 86
    ... for fiscal 2009, 2008 and 2007, respectively. No other distributor or reseller accounted for 10% or more of our revenue. Our customer-related operations are divided into three geographic regions, the Americas, Europe/Middle East/Africa (EMEA) and Asia Pacific, and are supported by global marketing...

  • Page 87
    ... resellers and distributors through technical product training, sales training classes, the Internet and telephone. We also provide online support directly to our customers through our maintenance program. There are also a number of user group forums in which customers are able to share information...

  • Page 88
    ... was $569.5 million at January 31, 2009, of which $552.1 million was deferred revenue and $17.4 million related to current software license product orders which had not yet shipped at the end of the fiscal year. Aggregate backlog was $521.5 million at January 31, 2008, of which $506.1 million was...

  • Page 89
    ..., to support continued development and sales of our products and services. Some of these licensing arrangements require or may require royalty payments and other licensing fees. The amount of these payments and fees may depend on various factors, including but not limited to: the structure of...

  • Page 90
    ... of our PSEB, AEC, MSD and certain M&E software products involves duplication of the software media and, for certain products, the printing of user manuals. The purchase of media and the transfer of the software programs onto media for distribution to customers are performed by us and by licensed...

  • Page 91
    ... impact on our business and are discussed in our Notes to Consolidated Financial Statements: Date of closing Company Details January 2009 ALGOR, Inc. ("ALGOR") The ALGOR acquisition enhanced our digital prototyping solutions with new simulation and analysis capabilities such as thermal and fluid...

  • Page 92
    ...design products, (Autodesk Revit products, Autodesk Inventor products, AutoCAD Civil 3D, Moldflow and Autodesk Navisworks products). BIM (Building Information Modeling)-BIM describes a model-based technology linked with a database of project information, and is the process of generating and managing...

  • Page 93
    ...reductions in sales of our products, longer sales cycles, slower adoption of new technologies and increased price competition. In addition, continued weakness in the end-user market could further negatively affect the cash flow of our distributors and resellers who could, in turn, delay paying their...

  • Page 94
    .... The market price for our common stock may be affected by a number of factors, including shortfalls in our expected net revenue, earnings or key performance metrics; changes in estimates or recommendations by securities analysts; the announcement of new products or product enhancements by...

  • Page 95
    ... major distributors and resellers in both the U.S. and international regions, including distributors Tech Data Corporation and its global affiliates ("Tech Data"). Tech Data accounted for 14% and 14% of our consolidated net revenue for the fiscal years ended January 31, 2009 and 2008, respectively...

  • Page 96
    ... component of our growth strategy is to have customers of our AutoCAD and AutoCAD LT products expand their portfolios to include our related 2D vertical industry products and our 3D model-based design products such as our Autodesk Inventor products, our Autodesk Revit products, our AutoCAD Civil 3D...

  • Page 97
    ... growth or contraction of our upgrade or maintenance programs, stock-based compensation expense, fluctuations in foreign currency exchange rates, the financial and business condition of our reseller and distribution channels, failure to achieve anticipated levels of customer acceptance of key new...

  • Page 98
    ..., cash flows and the trading price for our securities. We are currently defending two lawsuits that have been filed against us and our current officers and certain of our current and former directors and officers relating to our historical stock option practices and related accounting. See Note 13...

  • Page 99
    ...stock price. Pursuant to Section 404, we are required to furnish a report by our management on our internal control over financial reporting. The report contains, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year...

  • Page 100
    ... effect on our business and stock price. In preparing our financial statements we make certain assumptions, judgments and estimates about our accruals, which, if not accurate, may significantly impact our financial results. We make accruals for a number of items, including employee bonuses, partner...

  • Page 101
    ...our 2009 fiscal year that remain unresolved. ITEM 2. PROPERTIES We lease 2,094,000 square feet of office space in 133 locations in the United States and internationally through our foreign subsidiaries. Our executive offices and corporate headquarters are located in leased office space in San Rafael...

  • Page 102
    ... 3. LEGAL PROCEEDINGS During the fourth quarter of fiscal 2007, three stockholder derivative lawsuits were filed against Autodesk and certain of the Company's current and former directors and officers relating to its historical stock option practices and related accounting: on November 20, 2006, the...

  • Page 103
    ..., RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NASDAQ Global Select Market under the symbol ADSK. The following table lists the high and low sales prices for each quarter in the last two fiscal years. High Low Fiscal 2009 First Quarter...

  • Page 104
    Company Stock Performance The following graph shows a five-year comparison of cumulative total return (equal to dividends plus stock appreciation) for our Common Stock, the Standard & Poor's 500 Stock Index and the Dow Jones U.S. Software Index. Comparison of Five Year Cumulative Total Stockholder ...

  • Page 105
    ... fiscal 2009 and 2008 include in-process research and development from acquisitions of $26.9 million and $5.5 million, respectively. Results for fiscal 2008 include $13.7 million for employee tax expenses related to our voluntary review of historical stock option grant practices. Results for fiscal...

  • Page 106
    ... provide us with a broad reach into volume markets. Our distributor and reseller network is extensive and provides our customers with global resources for the purchase and support of our products as well as resources for effective and cost efficient training services. We believe the strength of our...

  • Page 107
    ...meaningful growth opportunity and is an important part of our overall strategy. For fiscal 2009, revenue from 3D model-based design products increased 23%, including a 38% increase in related maintenance revenue, as compared to the prior fiscal year. We shipped approximately 142,000 commercial seats...

  • Page 108
    ... or payment is received. Our indirect channel model includes both a two-tiered distribution structure, where distributors sell to resellers, and a one-tiered structure where Autodesk sells directly to resellers. Our product license revenue from distributors and resellers are generally recognized...

  • Page 109
    ... securities that are not actively traded requires significant judgment. We recorded a $4.5 million impairment charge during fiscal 2009. This impairment related to investments in two money market funds: The Reserve International Liquidity Fund (the "International Fund") and The Reserve Primary...

  • Page 110
    ...service period, which is generally the vesting period. SFAS 123R requires companies to estimate the fair value of stockbased payment awards on the date of grant using an option-pricing model... model are reviewed on a quarterly basis and adjusted, as needed. Compensation expense for employee stock ...

  • Page 111
    ... our customers. During the third and fourth quarters of fiscal 2009 we experienced a dramatic change in the economic conditions of our markets globally. The first two quarters of fiscal 2009 were characterized by net revenue growth of 18% over the same period in the prior fiscal year and we reported...

  • Page 112
    ... prior fiscal year. A critical component of our growth strategy is to continue to add new 2D horizontal users, while expanding our customers' portfolios to include our higher value 2D vertical and 3D model-based design products. For fiscal 2009 we experienced growth in net revenue in Europe, Middle...

  • Page 113
    ... in the quarter for payments of the annual employee incentive plan and payments relating to the restructuring plan. In fiscal 2009 we purchased 8.0 million shares of our common stock for $256.6 million, and continued to invest in our business through acquisitions, and investments in other growth...

  • Page 114
    ... Financial Statements for further information). Total license and other revenue decreased 1% during fiscal 2009, as compared to fiscal 2008. Commercial new seat revenue from our 3D model-based design products and 2D products for fiscal 2009 was flat compared to fiscal 2008. During fiscal 2009...

  • Page 115
    ...licensed software products from customers with approved credit status and may include orders with current ship dates and orders with ship dates beyond the current fiscal period. Net Revenue by Geographic Area Net revenue in the Americas region decreased by 3% during fiscal 2009 as compared to fiscal...

  • Page 116
    ... (Autodesk Revit products, Autodesk Inventor products, AutoCAD Civil 3D, and Autodesk Navisworks software). The increase in new seat revenue was driven primarily by higher average net revenue per seat and volume growth in both our 2D design and 3D model-based design products. The positive effect of...

  • Page 117
    ... 3D model-based design products offset by a decline in new seat revenue from our 2D products compared to the prior fiscal year. Revenue from upgrades decreased by 14% in the Americas during fiscal 2008 compared to the prior fiscal year. Growth in the Americas was also impacted by a slowing economy...

  • Page 118
    ..., software amortization costs, royalty rates for licensed technology embedded in our products, new customer support offerings and the effect of expensing employee stock-based compensation expense. We expect cost of revenue to decline in absolute dollars during fiscal 2010, as compared to fiscal 2009...

  • Page 119
    ... quarter of fiscal 2008 we accelerated certain internal product development initiatives that increased research and development costs. Overall, we increased our investment in research and development during fiscal 2009 as compared to the prior fiscal year to create new products and new versions...

  • Page 120
    ... compensation expense for our finance, human resources and legal personnel, as well as, professional fees for legal and accounting services and amortization expense of customer relationships and trademarks acquired. General and administrative expenses increased 14% from fiscal 2008 to fiscal 2009...

  • Page 121
    ... a percentage of net revenue ...* Percentage is not meaningful $40.2 2% $40.2 * $- 0% $- * $- 0% In the fourth quarter of fiscal 2009, we initiated a restructuring program in order to reduce our operating costs. This program will reduce the number of employees by a total of approximately 750...

  • Page 122
    ... of our 2008 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. Based on our assessment, we recorded an increase to opening retained earnings during the first quarter of fiscal 2008 for tax benefits not previously...

  • Page 123
    ... Resources Our primary source of cash is from the sale of licenses to our products. Our primary use of cash is payment of our operating costs which consist primarily of employee-related expenses, such as compensation and benefits, as well as general operating expenses for marketing, facilities...

  • Page 124
    ... plans as of January 31, 2009. See Note 4, "Deferred Compensation," in the Notes to Consolidated Financial Statements for further discussion. Our international operations are subject to currency fluctuations. To minimize the effect of these fluctuations, we use foreign currency option contracts...

  • Page 125
    ... software royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally based on the number of units shipped or a percentage of the underlying revenue. Royalty expense, included in cost of license and other revenue, was $17.1 million in fiscal 2009...

  • Page 126
    ... fiscal 2009 and 2008, the exercise price of all stock options granted under these plans was equal to the fair market value of the stock on the grant date. All stock option grants to executive officers are made by the Compensation and Human Resources Committee of the Board of Directors. All members...

  • Page 127
    ... that the Audit Committee of the Board of Directors was conducting a voluntary review of our historical stock option granting practices and related accounting issues. Due to this review, Autodesk was not current with its reporting obligations under the Securities Exchange Act of 1934 until June 2007...

  • Page 128
    ...derivative financial instruments in our investment portfolio to manage interest rate risk. We place our investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines, which limits the amount of credit exposure to any one issue, issuer or type of...

  • Page 129
    ... FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AUTODESK, INC. CONSOLIDATED STATEMENTS OF INCOME Fiscal year ended January 31, 2009 2008 2007 (in millions, except per share data) Net revenue: License and other ...Maintenance ...Total net revenue ...Costs of revenue: Cost of license and other revenue...

  • Page 130
    AUTODESK, INC. CONSOLIDATED BALANCE SHEETS January 31, 2009 January 31, 2008 (in millions) ASSETS Current assets: Cash and cash equivalents ...Marketable securities ...Accounts receivable, net ...Deferred income taxes ...Prepaid expenses and other current assets ...Total current assets ......

  • Page 131
    ... for acquired in-process research and development ...26.9 5.5 - Depreciation and amortization ...91.8 61.3 53.5 Stock-based compensation expense ...89.5 99.3 94.3 Tax benefits from employee stock plans ...- - 5.1 Impairment of goodwill and intangibles ...128.9 - - Restructuring related charges, net...

  • Page 132
    ... retirement of common shares ...Balances, January 31, 2007 ...Cummulative effect of the adoption of FIN 48 ...Common shares issued under stock option and stock purchase plans ...Compensation expense related to stock options ...Tender offer ...Tax benefits from employee stock plans ...Comprehensive...

  • Page 133
    ...markets. The Company's state of the art software products enable its customers to experience their ideas before they are real by allowing them to create and document their designs and to visualize, simulate and analyze real-world performance early in the design process by creating digital prototypes...

  • Page 134
    ... 2009. Autodesk's general practice is to use forward and option contracts to hedge a majority of transaction exposures denominated in euros, Japanese yen, Swiss francs, British pounds and Canadian dollars. Prior to the quarter ended October 31, 2008, these foreign currency instruments hedged revenue...

  • Page 135
    ...were recorded on any investments during the fiscal year ended 2007. For additional information, see "Concentration of Credit Risk" within this Note 1, and Note 12, "Financial Instruments." Accounts Receivable, Net Accounts receivable, net consisted of the following as of January 31: 2009 2008 Trade...

  • Page 136
    ...the Americas; Europe, Middle East and Africa; and Asia Pacific regions. Autodesk performs ongoing evaluations of its customers' financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral. In fiscal 2009, 2008 and 2007, total sales to Tech...

  • Page 137
    ... life of the product, which ranges from one to seven years. Amortization expense, which is included as a component of cost of revenue, was $26.3 million in fiscal 2009, $15.9 million in fiscal 2008 and $12.9 million in fiscal 2007. Purchased technologies and related accumulated amortization at...

  • Page 138
    ....3 124.9 - 16.4 4.2 - - 107.7 - 21.0 - 18.8 (128.2) 2.6 443.4 124.9 21.0 16.4 71.4 (128.2) - $36.3 (5.1) $209.4 (3.0) $275.8 1.7 $ 21.0 (6.4) $ 542.5 Purchase accounting adjustments reflect revisions made to the Company's preliminary purchase price allocation during fiscal 2009 and 2008. 60

  • Page 139
    ... recorded as follows: Fiscal Year Ended January 31, 2009 2008 2007 Cost of license and other revenue ...Marketing and sales ...Research and development ...General and administrative ...Stock-based compensation expense related to employee options and employee stock purchases ...Tax benefit ...Stock...

  • Page 140
    ... option pricing model to estimate the fair value of stock option awards and the fair value of awards under the ESP Plan based on the following assumptions: Fiscal Year Ended January 31, 2009 Stock Option Plans ESP Plan Fiscal Year Ended January 31, 2008 Stock Option Plans ESP Plan Fiscal Year Ended...

  • Page 141
    ...the number of versions being upgraded. An existing customer also has the option to upgrade to an industryspecific or 3D product, which generally has a higher price, for a premium fee; this is referred to as a crossgrade. Autodesk's product license revenue from distributors and resellers is generally...

  • Page 142
    ... the Company's maintenance program. Under this program, customers are eligible to receive unspecified upgrades when-and-if-available, downloadable training courses and on-line support. Autodesk recognizes maintenance revenue from its maintenance program ratably over the maintenance service contract...

  • Page 143
    ... other accounting pronouncements. Autodesk adopted the statement for financial assets and liabilities as of February 1, 2008. The remainder of the statement, which pertains to nonfinancial assets and liabilities, is effective as of February 1, 2009 for Autodesk's 2010 fiscal year. Autodesk believes...

  • Page 144
    ... non-employee members of Autodesk's Board of Directors. At January 31, 2009, 0.8 million shares were available for future issuance. The 2000 Plan will expire in March of 2010. Options granted under the 2008 Plan and the 2000 Plan vest over periods ranging from one to four years and generally expire...

  • Page 145
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following sections summarize activity under Autodesk's stock plans. Stock Options: A summary of stock option activity for the fiscal year ended January 31, 2009 is as follows: Number of Shares (in thousands) Weighted average price per share...

  • Page 146
    ... the Audit Committee of the Board of Directors was conducting a voluntary review of Autodesk's historical stock option granting practices and related accounting issues. Due to this review, Autodesk was not current with its reporting obligations under the Securities Exchange Act of 1934 until June...

  • Page 147
    ... Option Plan, which was terminated by the Board of Directors in December 2004. Pretax Savings Plan Autodesk has a 401(k) plan that covers nearly all U.S. employees. Eligible employees may contribute up to 50% of their pretax salary, subject to limitations mandated by the Internal Revenue Service...

  • Page 148
    ... additional paid-in capital. Pursuant to footnote 82 of SFAS 123R, the Company has unrecorded excess stock option tax benefits of $144.8 million as of January 31, 2009 relating to fiscal years 2009, 2008 and 2007 in the amounts of $13.8 million, $91.4 million and $39.6 million, respectively...

  • Page 149
    ... stock options ...Accrued compensation and benefits ...Other accruals not currently deductible for tax ...Fixed assets ...Capitalized research and development expenditures ...Purchased technology and capitalized software ...Reserves for product returns and bad debts ...Other ...Total deferred...

  • Page 150
    ... and Health Care Act of 2006 which resulted in the reinstatement of the Federal research and development credit to the beginning of Autodesk's fiscal 2007 year. Autodesk recorded an income tax benefit of $5.6 million from this Act during the fourth quarter of fiscal 2007. Autodesk also recognized...

  • Page 151
    ..., the Company files tax returns in multiple foreign taxing jurisdictions with open tax years ranging from fiscal year 2000 to 2009. Note 4. Deferred Compensation At January 31, 2009, Autodesk had marketable securities totaling $71.1 million, of which $19.9 million related to investments in debt...

  • Page 152
    ..., marketing and software development services. Of the total purchase commitments, $21.7 million related to a termination fee for an outsource application hosting services agreement entered into during fiscal 2006. This fee is reduced as time lapses during the five-year contract period. Autodesk has...

  • Page 153
    ... derivative lawsuits were filed against Autodesk and certain of the Company's current and former directors and officers relating to its historical stock option practices and related accounting: on November 20, 2006, the Company and certain of its current and former members of the Board were sued in...

  • Page 154
    ...2009. In fiscal 2009, 2008, and 2007, 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 number of employee stock option exercises, the trading price...

  • Page 155
    ... basic and diluted net income per share amounts: Fiscal Year Ended January 31, 2009 2008 2007 Numerator: Net income ...Denominator: Denominator for basic net income per share-weighted average shares ...Effect of dilutive common stock options ...Denominator for dilutive net income per share ...Basic...

  • Page 156
    ... tailored versions of AutoCAD for their markets. PSEB's revenue primarily includes revenue from sales of licenses of Autodesk's 2D horizontal products, AutoCAD and AutoCAD LT, as well as Autodesk's 2D industry-specific product and AutoCAD Map 3D. AEC solutions enable customers and their clients to...

  • Page 157
    ... in Note 1, "Business and Summary of Significant Accounting Policies." Information concerning the operations of Autodesk's reportable segments is as follows: Fiscal year ended January 31, 2009 2008 2007 Net revenue: Platform Solutions and Emerging Business and Other ...Architecture, Engineering and...

  • Page 158
    ... FINANCIAL STATEMENTS-(Continued) Information regarding Autodesk's operations by geographic area is as follows: Fiscal year ended January 31, 2009 2008 2007 Net revenue: U.S...Other Americas ...Total Americas ...Europe, Middle East and Africa ...Japan ...Other Asia Pacific ...Total Asia Pacific...

  • Page 159
    ... and Options Under its risk management strategy, Autodesk uses derivative instruments to manage its short-term exposures to fluctuations in foreign currency exchange rates which exist as part of ongoing business operations. Autodesk's general practice is to use forward and option contracts to...

  • Page 160
    ... method. Proceeds from the sale and maturity of marketable securities were $83.4 million in fiscal 2009, $799.1 million in fiscal 2008 and $325.2 million in fiscal 2007. At January 31, 2009, Autodesk had $35.1 million invested in The Reserve International Liquidity Fund and $2.7 million invested...

  • Page 161
    ..., Autodesk measures at fair value certain financial assets and liabilities, which consist of cash equivalents, marketable securities and foreign currency contracts. The Company's investments held in the Reserve Funds were re-designated as Level 3 securities in October 2008. The Company conducted its...

  • Page 162
    ... levels of price transparency. A reconciliation of the change in Autodesk's Level 3 items for the fiscal year ended January 31, 2009 was as follows: Fair Value Measurements Using (Level 3) Taxable Money Market Auction-Rate Funds Securities Total Balance at January 31, 2008 ...Transfers in to...

  • Page 163
    ... operations were not material to Autodesk's Consolidated Financial Statements either individually or in the aggregate. Fiscal 2009 Acquisitions Moldflow In June 2008, Autodesk acquired Moldflow Corporation ("Moldflow"), based in Framingham, Massachusetts. Moldflow software solutions are used for the...

  • Page 164
    ...January 2009, Autodesk acquired ALGOR, Inc. ("ALGOR"), based in Pittsburgh, Pennsylvania. The ALGOR acquisition provided analysis and simulation tools that help mechanical engineers make products at a lower cost. The acquisition is expected to strengthen the Autodesk solution for digital prototyping...

  • Page 165
    ...Fiscal 2009 Acquisitions In addition, during the year ended January 31, 2009, Autodesk completed seven other acquisitions, including companies that designed, developed, manufactured and marketed artificial intelligence middleware, image-based creation software, building information modeling software...

  • Page 166
    ... segment. NavisWorks provided 3D coordination, collaboration and sequencing in design and construction. This acquisition increased the interoperability of Autodesk's 3D modelbased design software by coordinating design information from multiple sources. Management's allocation of the purchase price...

  • Page 167
    ... from NavisWorks in connection with this acquisition. Other Fiscal 2008 Acquisitions In addition, during the year ended January 31, 2008, Autodesk completed eight other acquisitions for approximately $83.7 million, net of cash acquired. Management's allocation of the purchase price consideration...

  • Page 168
    ... the fourth quarter of fiscal 2009, the Board of Directors approved a restructuring plan that will result in the elimination of approximately 750 positions and the consolidation of up to 27 offices worldwide with a total cost of $65.0 to $75.0 million ("Fiscal 2009 Plan"). This plan was designed...

  • Page 169
    ... the company which is currently controlled by Hale. At January 31, 2009, the Company had net liabilities held for sale of $0.3 million related to its Location Services division. The Location Services division's net revenue was $22.4 million, $18.2 million and $10.6 million for fiscal 2009, 2008 and...

  • Page 170
    ... of fiscal 2008, Autodesk recorded $12.0 million and $1.7 million, respectively, of employee tax expense related to its voluntary review of historical stock option grant practices. Autodesk also recognized an income tax benefit of $2.1 million during the third quarter of fiscal 2008 from prior year...

  • Page 171
    ...'s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the...

  • Page 172
    ... audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained...

  • Page 173
    ... (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 Interim Chief Financial Officer, as appropriate...

  • Page 174
    ... "Corporate Governance-Corporate Governance Guidelines and Code of Business Conduct" and "Corporate Governance- Board Meetings and Board Committees" in our Proxy Statement. EXECUTIVE OFFICERS OF THE REGISTRANT The following sets forth certain information as of March 20, 2009 regarding our executive...

  • Page 175
    ... interactive marketing company. There is no family relationship among any of our directors or executive officers. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the section entitled "Executive Compensation," in our Proxy Statement. 97

  • Page 176
    ...to the section entitled "Security Ownership of Certain Beneficial Owners and Management," and "Executive Compensation-Equity Compensation Plan Information" in our Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item...

  • Page 177
    ... statement schedule of Autodesk, Inc., for the fiscal years ended January 31, 2009, 2008 and 2007, is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Autodesk, Inc. Schedule II Valuation and Qualifying Accounts Schedules not listed...

  • Page 178
    ...13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. AUTODESK, INC. By: /s/ CARL BASS Carl Bass Chief Executive Officer, President and Interim Chief Financial Officer Dated: March 20...

  • Page 179
    ...and in the capacities as of March 20, 2009. Signature Title /s/ CARL BASS Carl Bass Chief Executive Officer and President (Principal Executive Officer) Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Director /s/ MARK A. BERTELSEN Mark A. Bertelsen...

  • Page 180
    ...'s Current Report on Form 8-K filed on June 18, 2008) Registrant's 2000 Directors' Option Plan Forms of Agreements (incorporated by reference to Exhibit 10.2 filed with the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2008) Registrant's 2006 Employee Stock Plan...

  • Page 181
    ... Plan as amended and restated effective as of June 12, 2008 (incorporated by reference to Exhibit 10.4 filed with the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2008) Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA...

  • Page 182
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  • Page 183
    ... Executive Vice President, Chief Financial Officer Robert "Buzz" Kross Senior Vice President Manufacturing Solutions Marc Petit Senior Vice President, Media & Entertainment Corporate Headquarters Worldwide Headquarters Autodesk, Inc. 111 McInnis Parkway San Rafael, California 94903 USA Asia Pacific...

  • Page 184
    Autodesk, Inc., 111 McInnis Parkway, San Rafael, CA 94903 Cert no.