Autodesk 2009 Annual Report Download - page 154

AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In connection with Autodesk’s anti-piracy program, designed to enforce copyright protection of its software
and conducted both internally and through the Business Software Alliance (“BSA”), from time to time the
Company undertakes litigation against alleged copyright infringers or provides information to criminal justice
authorities to conduct actions against alleged copyright infringers. Such lawsuits have led to counter claims
alleging improper use of litigation or violation of other local law.
In addition, Autodesk is involved in legal proceedings from time to time arising from the normal course of
business activities including claims of alleged infringement of intellectual property rights, commercial,
employment, piracy prosecution and other matters. In the Company’s opinion, resolution of pending matters is
not expected to have a material adverse impact on its consolidated results of operations, cash flows or its
financial position. However, it is possible that an unfavorable resolution of one or more such proceedings could
in the future materially affect its future results of operations, cash flows or financial position in a particular
period.
Note 7. Stockholders’ Equity
Preferred Stock
Under Autodesk’s Certificate of Incorporation, 2.0 million shares of preferred stock are authorized. At
January 31, 2009, there were no preferred shares issued or outstanding. The Board of Directors has the authority
to issue the preferred stock in one or more series and to fix rights, preferences, privileges and restrictions,
including dividends, and the number of shares constituting any series or the designation of such series, without
any further vote or action by the stockholders.
Common Stock Repurchase Programs
Autodesk has a stock repurchase program that helps offset the dilution to net income per share caused by the
issuance of stock under the Company’s employee stock plans and returns excess cash generated from its business
to stockholders. During fiscal 2009, Autodesk repurchased and retired 8.0 million shares at an average
repurchase price of $32.06 per share, 12.1 million shares in fiscal 2008 at an average repurchase price of $46.43
per share, and 4.2 million shares in fiscal 2007 at an average repurchase price of $36.79 per share. Common
stock and additional paid-in capital and retained earnings were reduced by $96.1 million and $160.5 million,
respectively, for the year ended January 31, 2009, as a result of the stock repurchases. Because Autodesk was not
current with its reporting obligations under the Securities Exchange Act of 1934 due to its voluntary review of its
stock option grant practices, there were no repurchases of Autodesk common stock during the first quarter of
fiscal 2008 or during the second half of fiscal 2007.
Between November 1999 and December 2004, the Board of Directors approved several plans to repurchase
up to a total of 144.0 million shares of Autodesk common stock. In December 2007, the Board of Directors
approved a plan to repurchase an additional 20.0 million shares of Autodesk common stock. Of the total
164.0 million shares approved for repurchase, 147.9 million shares had been repurchased and retired, and
16.1 million shares remained available for repurchase under this program as of January 31, 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 of Autodesk common stock, cash on hand and
available in the United States, and company defined trading windows.
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