Autodesk 2009 Annual Report Download - page 173

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 Interim 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 Interim Chief
Financial Officer have concluded that our disclosure controls and procedures are effective at the reasonable
assurance level 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 Interim 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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the quarter ended
January 31, 2009 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, 2009. 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. Our
management has concluded that, as of January 31, 2009, 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 principles. Our independent
registered public accounting firm, Ernst & Young, LLP, has issued an audit report on our internal control over
financial reporting, which is included in Item 8 herein.
Our management, including our Chief Executive Officer and Interim 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 how well 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.
ITEM 9B. OTHER INFORMATION
None.
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