Autodesk 2010 Annual Report Download

Download and view the complete annual report

Please find the complete 2010 Autodesk annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 204

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204

ANNUAL REPORT Fiscal Year 
Notice of Annual Meeting
and Proxy Statement

Table of contents

  • Page 1
    ANNUAL REPORT Fiscal Year 20 0 Notice of Annual Meeting and Proxy Statement

  • Page 2

  • Page 3
    ... by telephone or request, sign and return a proxy card to ensure your representation at the meeting. Your vote is important. On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk. Very truly yours, Carl Bass Chief Executive Officer and...

  • Page 4
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 5
    ... person even if such stockholder previously signed and returned a proxy card or voted on the Internet or by telephone. By Order of the Board of Directors, Pascal W. Di Fronzo Senior Vice President, General Counsel and Secretary This notice of Annual Meeting, proxy statement and accompanying form of...

  • Page 6
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 7
    ... Compensation Programs ...Description of the 2008 Plan ...New Plan Benefits ...Federal Tax Aspects ...CORPORATE GOVERNANCE ...Corporate Governance Guidelines and Code of Business Conduct ...Stock Ownership Guidelines ...Independence of the Board of Directors ...Board Meetings and Board Committees...

  • Page 8
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 9
    ... for electronic delivery, please follow the instructions provided at www.autodesk.com under "Investors" or on your proxy card or voting instruction card. Q: Where is the Annual Meeting? A: The Annual Meeting will be held at Autodesk's San Francisco office, located at The Landmark, One Market Street...

  • Page 10
    ... submitted a proxy card. Under the General Corporation Law of the State of Delaware, abstentions and broker "nonvotes" are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting. A broker "non-vote" occurs...

  • Page 11
    ... public accounting firm for the fiscal year ending January 31, 2011; (3) To approve the Autodesk, Inc. Executive Incentive Plan ("EIP"), as amended, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended; and (4) To approve amendments to the Autodesk, Inc. 2008 Employee Stock...

  • Page 12
    ... year ending January 31, 2011, "FOR" the approval of the EIP, and "FOR" the approval of the amendments to the 2008 Plan. Q: If I sign a proxy, how will it be voted? A: All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting, and not revoked...

  • Page 13
    ... Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel. Q: Who will bear the costs of soliciting votes for the Annual Meeting? A: Autodesk will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. Autodesk...

  • Page 14
    ... 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: General Counsel. Additional Information About...

  • Page 15
    ... 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 2010 Annual Report, notices of...

  • Page 16
    ... ELECTION OF DIRECTORS Nominees Autodesk's Bylaws currently set the number of directors at nine. Elizabeth A. Nelson has informed the Board of Directors that she will not seek reelection to the Board of Directors at the Annual Meeting. Accordingly, upon the recommendation of the Corporate Governance...

  • Page 17
    ... Corporation gives Mr. Halvorsen a clear understanding of his role as a director. His years of service as an executive officer at technology companies, including Intuit and HPLabs, provide him with the executive compensation knowledge necessary to serve on our Compensation and Human Resources...

  • Page 18
    ... on our Compensation and Human Resources Committee. His service as a director for Clearwire Corporation also provides him with a firm understanding of his role as a director. Mary T. McDowell has served as Executive Vice President, Chief Development Officer of Nokia Corporation since January 2008...

  • Page 19
    ... of the Company's annual financial statements and management's report on internal controls included in the Company's Annual Reports on Form 10-K and for the review of the financial statements included in the Company's Quarterly Reports on Form 10-Q, as well as other services, including statutory...

  • Page 20
    ... officers and key employees of the Company, chosen solely at the discretion of the Compensation and Human Resources Committee. No person is automatically entitled to participate in the EIP in any plan year. As of March 25, 2010, all executive officers were chosen to participate for fiscal year 2011...

  • Page 21
    ... Committee set target awards under the EIP to each executive officer, including the CEO, based on revenue and operating margin goals. These fiscal 2011 bonuses are intended to qualify as deductible "performance-based compensation" under Code Section 162(m). Payout Determination and Certification...

  • Page 22
    ... 2010, the Compensation and Human Resources Committee made awards under the EIP to our executive officers. For more information, please see "Executive Compensation-Compensation Discussion and Analysis." PROPOSAL FOUR APPROVAL OF AMENDMENTS TO THE 2008 EMPLOYEE STOCK PLAN The Board of Directors...

  • Page 23
    ... tool to our executive officers. The 2008 Plan includes a variety of forms of equity awards, including stock options, restricted stock, and restricted stock units to allow the Company to adapt its equity compensation program to meet the needs of the Company in the changing business environment in...

  • Page 24
    .... Our directors and executive officers are encouraged to be Autodesk stockholders through participation in our stock option plans. The Board of Directors has established voluntary stock ownership guidelines for our directors and executive officers designed to encourage long-term stock ownership in...

  • Page 25
    ... rights therefrom. The Board of Directors has currently delegated to the Compensation and Human Resources Committee authority to grant equity awards to all employees including executive officers of Autodesk. Eligibility to Receive Awards. The 2008 Plan provides that stock options, restricted stock...

  • Page 26
    ... option agreement. Payment may generally be made by cash, check, other shares of Autodesk's Common Stock owned by the optionee, delivery of a properly executed notice with such other documentation as the Administrator and broker may require and the sale proceeds required to pay the exercise price...

  • Page 27
    ... desires that an Award qualify as "performance-based compensation" under Section 162(m) of the Code (discussed below), then at the Administrator's discretion, one or more of the following performance goals may apply Earnings per share Net income Operating margins Revenue Total stockholder return 19

  • Page 28
    ...achievement of performance goals, the Administrator may be able to preserve the Company's deduction for certain compensation in excess of $1,000,000. Section 162(m) of the Code limits the Company's ability to deduct annual compensation paid to our Chief Executive Officer and other "covered employees...

  • Page 29
    ... executive officers have an interest in this proposal because they are eligible to receive Awards under the 2008 Plan. Non-employee directors are not eligible to participate in the 2008 Plan. The following table sets forth (a) the total number of shares subject to stock options and restricted stock...

  • Page 30
    ... paid to our Chief Executive Officer and other "covered employees" as determined under Section 162(m) of the Code and applicable guidance. However, the 2008 Plan has been designed to permit the Administrator to grant stock options that qualify as "performancebased compensation" under Section 162...

  • Page 31
    ... of Autodesk's risk management. The Guidelines are available on our website at www.autodesk.com under "Investors-Corporate Governance." In addition, we have adopted a Code of Business Conduct for directors and employees and a Code of Ethics for Senior Executive and Financial Officers, including...

  • Page 32
    ... of the SEC. These appointments will be effective on June 10, 2010, the date of the Company's 2010 Annual Meeting of Stockholders. See "Report of the Audit Committee of the Board of Directors" below for more information regarding the functions of the Audit Committee. Compensation and Human Resources...

  • Page 33
    ... and Human Resources Committee reviews compensation and benefits for our executive officers and has authority to grant stock options and restricted stock to executive officers and non-executive employees under our stock plans. Because options are granted automatically to non-employee directors under...

  • Page 34
    ... of the Board of Directors, and current and former executive officers (the "Giles Case" and the "Koerner Case") that the Board of Directors review the processes followed and conclusions reached during the investigation of the Company's historical stock option practices and related accounting (the...

  • Page 35
    ...the management of risks associated with the Company's financial reporting, accounting and auditing matters; our Compensation and Human Resources Committee oversees our executive officer succession planning and risks associated with our compensation policies and programs; and our Corporate Governance...

  • Page 36
    ... the Company's 2009 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 37
    ... Vice President, Sales and Services; Jay Bhatt, Senior Vice President, Architecture, Engineering and Construction; and Robert L. Kross, Senior Vice President, Manufacturing. On April 27, 2009, Mark J. Hawkins became Executive Vice President and Chief Financial Officer of the Company, and Mr. Bass...

  • Page 38
    ...information about the Compensation Committee are available at www.autodesk.com under "Investors-Corporate Governance." The Compensation Committee annually reviews and approves compensation for our Chief Executive Officer ("CEO") and President and other executive officers. This includes base salaries...

  • Page 39
    ... practice reports to inform the Compensation Committee's decisions on fiscal 2010 base salaries, incentive awards and equity grants for executive officers. Equilar provided benchmark compensation information based on a detailed analysis of recently filed proxies from companies in our peer group...

  • Page 40
    ... fiscal 2010, the companies in our peer group are listed below. These companies all have headquarters located in the San Francisco Bay Area, with the exception of BMC Software with headquarters in Houston, Texas; CA, Inc. with headquarters in Islandia, New York and EMC Corporation with headquarters...

  • Page 41
    ... for executive officers are set annually by the Compensation Committee, typically at its March meeting. Promotion or any appropriate adjustments required during the year may be approved at other meetings. In March 2009, the Compensation Committee considered the benchmark analysis of base salary of...

  • Page 42
    ... 2010, the Company's revenue was approximately $873 million and non-GAAP operating margin was approximately 19%. The achievement of these financial targets resulted in an overall annual bonus funding at 82% of the otherwise target bonuses which are described below. In addition, the Compensation...

  • Page 43
    ...on the Company's financial results for fiscal 2010, the Compensation Committee determined that the EIP awards for all Named Executive Officers other than Mr. Bhatt, would be made at less than the target amounts. The achievement of the financial performance targets resulted in an overall annual bonus...

  • Page 44
    Accordingly, at its March 2010 meeting, the Compensation Committee approved EIP payouts for Named Executive Officers approximately as follows: Participant Approved EIP Payout percent of Base Salary* Carl Bass ...Mark J. Hawkins ...George M. Bado ...Jay Bhatt ...Robert L. Kross ... 90.0% 66.7% 10.4%...

  • Page 45
    ... other Company executive officers, the mix of incentives between options and restricted stock units, competitive pay practices within our peer group and the individual performance of the executive officer. The Compensation Committee uses "new hire," "promotion," and "ongoing" stock grant guidelines...

  • Page 46
    ... on corporate and individual performance. Total Equity Compensation In addition, we want our executive officers focused on long-term achievements that build value for our stockholders. Consistent and prolonged appreciation of our stock price and the building of Company market capitalization are key...

  • Page 47
    ... to that for similar positions reviewed in our peer group. Pay Mix - Annual Compensation Carl Bass, Chief Executive Officer and President Mark J. Hawkins, Executive Vice President and Chief Financial Officer George M. Bado, Executive Vice President, Sales and Services Jay Bhatt, Senior Vice...

  • Page 48
    ... stock units to executive officers occurred at the Compensation Committee's quarterly meeting in December 2009. In addition, grants were made in April 2009 to Mr. Hawkins, our Executive Vice President and Chief Financial Officer as part of his "new hire" compensation package, as well as in June 2009...

  • Page 49
    ... our 2008 Employee Stock Plan and 2010 Outside Directors' Stock Plan. A similar policy was in place for our prior employee stock plan. • Nonstatutory Stock and Incentive Stock Options In general when issuing options, we issue only nonstatutory stock options to employees and executive officers...

  • Page 50
    ... market or through the Employee Stock Purchase Plan. For purposes of achieving the voluntary stock ownership guidelines, both vested and unvested restricted stock and restricted stock units are counted towards the voluntary guidelines. As of the end of our fiscal 2010, all Named Executive Officers...

  • Page 51
    ...effort to ensure the continued service of our key executive officers in the event of a future change of control 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...

  • Page 52
    ... 31, 2010, 2009 and 2008. The Named Executive Officers are Carl Bass (Chief Executive Officer and President), Mark J. Hawkins (Executive Vice President and Chief Financial Officer), and the next three most highly compensated individuals who were serving as executive officers of Autodesk on January...

  • Page 53
    ... Named Executive Officers upon the vesting of restricted stock units, the exercise of stock options, or the sale of the Common Stock underlying such awards. Equity and Non-Equity Incentive Plan Compensation-Non-equity incentive plan compensation represents (1) amounts earned for services performed...

  • Page 54
    ..., 2009 and 2008. Mr. Hawkins, Mr. Bhatt and Mr. Kross were not Named Executive Officers prior to fiscal 2010; therefore, their compensation information is only presented for fiscal 2010. Name and Principal Position Fiscal Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) (e) Equity Non...

  • Page 55
    ...stock units and options granted under the 2008 Employee Stock Plan during fiscal 2010 are not tied to performance against a specific plan, but have values that are tied to the price of our stock. Options granted under the 2008 Employee Stock Plan shown in the column entitled "All Other Option Awards...

  • Page 56
    ...approved by Autodesk's Board of Directors on March 26, 2010, and are reflected in the "Equity Incentive Plan Compensation" column of the "Summary Compensation Table and Narrative Disclosure" above for the amount awarded in restricted stock units and "Non-Equity Incentive Plan Compensation" column of...

  • Page 57
    ... the Named Executive Officers upon the vesting of restricted stock units, the exercise of stock options, or the sale of the Common Stock underlying such awards. (d) The stock and option awards granted to Mr. Hawkins on April 27, 2009 reflect the grant date fair value of Mr. Hawkins' new hire grants...

  • Page 58
    ... restricted stock unit awards for each Named Executive Officer outstanding as of January 31, 2010. This table includes options and restricted stock units granted under the 2008 Employee Stock Plan, the 2006 Employee Stock Plan and the 1996 Stock Plan. Unless otherwise indicated, all options granted...

  • Page 59
    ... January 31, 2010. No options were exercised by our Named Executive Officers during the fiscal year ended January 31, 2010. Stock Awards Number of Shares Acquired Value Realized on Vesting on Vesting (#) ($) (a) Name Carl Bass ...Mark J. Hawkins ...George M. Bado ...Jay Bhatt ...Robert L. Kross...

  • Page 60
    ... are reflected in the Fiscal 2010 Summary Compensation Table because they are not considered preferential or above market. Change in Control Arrangements and Employment Agreements In an effort to ensure the continued service of our key executive officers in the event of a change in control, each of...

  • Page 61
    ...1/31/2010 ($) 1/31/2010 ($) 1/31/2010 ($) 1/31/2010 ($) Executive Benefits and Payments Compensation: Base Salary(1) ...$ - Executive Incentive Plan(2) ...810,000 Stock Awards(3) ...- Benefits and perquisites: Health Insurance(4) ...Disability Income(5) ...Life Insurance(7) ...Accrued Vacation Pay...

  • Page 62
    ... 1/31/2010 ($) 1/31/2010 ($) 1/31/2010 ($) 1/31/2010 ($) 1/31/2010 ($) 1/31/2010 ($) Executive Benefits and Payments Compensation: Base Salary(1) ...$ - Executive Incentive Plan(2) ...50,000 Sales Commissions and Bonus(9) ...313,535 Stock Options(3) ...- Benefits and perquisites: Health Insurance...

  • Page 63
    ... 1/31/2010 ($) Executive Benefits and Payments Compensation: Base Salary(1) ...$ - Executive Incentive Plan(2) ...300,000 Stock Options(3) ...- Benefits and perquisites: Health Insurance(4) ...Disability Income(5) ...Accidental Death or Dismemberment(6) ...Life Insurance(7) ...Accrued Vacation Pay...

  • Page 64
    ... of the executive officers' election to defer part of their bonus as restricted stock units under the Equity Incentive Deferral Plan. (3) Stock Options: For Mr. Hawkins, Mr. Bado, Mr. Bhatt and Mr. Kross amounts shown in the Involuntary Not for Cause or Voluntary For Good Reason (Change in Control...

  • Page 65
    ... arrears. Additionally, the Company's 2010 Outside Directors' Stock Plan provides for the automatic grant of nonstatutory stock options to our non-employee directors. Upon being elected or appointed to our Board of Directors, each non-employee director is granted an option to purchase 50,000 shares...

  • Page 66
    ... awards and option awards earned by the directors during the fiscal year. The assumptions used in the valuation of these awards are set forth in Note 1, "Business and Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in our fiscal year 2010 Annual Report...

  • Page 67
    ...184 163,184 163,184 163,184 163,184 The aggregate number of each director's stock options outstanding at January 31, 2010 is disclosed in the table below: Option Awards Outstanding (#) Name Mark A. Bertelsen ...Crawford W. Beveridge ...J. Hallam Dawson ...Per-Kristian Halvorsen ...Sean M. Maloney...

  • Page 68
    ... to Autodesk's Nonstatutory Stock Option Plan, which was terminated by the Board of Directors in December 2004. The Nonstatutory Stock Option Plan permitted the grant to eligible employees of options to purchase up to 16.9 million shares, all of which have been previously granted. Executive officers...

  • Page 69
    ... 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 in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily...

  • Page 70
    ...filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on January 29, 2010, BlackRock Inc. was deemed to have sole voting power with respect to 12,373,930 shares and sole dispositive power with respect to 12,373,930 shares. The address of BlackRock Inc. 55 East 52nd Street, New York...

  • Page 71
    ... our equity securities ("10 percent Stockholders"), to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC and The NASDAQ Stock Market. Such executive officers, directors and 10 percent Stockholders are also required by SEC rules to furnish us with copies of all...

  • Page 72
    ... independent directors as required by the listing standards of The NASDAQ Stock Market and rules of the SEC. The Audit Committee operates under a written charter approved by the Board of Directors, which is available on the Company's website at www.autodesk.com under "Investors-Corporate Governance...

  • Page 73
    ... 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 27, 2010 San Rafael, California 65

  • Page 74
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 75
    ...-sponsored plans. (d) "Board" means the Board of Directors of the Company. (e) "Cash Position" means the Company's level of cash and cash equivalents. (f) "Code" means the Internal Revenue Code of 1986, as amended. (g) "Committee" means the Compensation and Human Resources Committee of the Board, or...

  • Page 76
    ... of Performance Goal performance to exclude (i) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial conditions and results of operations appearing in the Company's annual report to stockholders...

  • Page 77
    ... Committee sets the Target Award and Payout Formula with respect to any Performance Period, in accordance with Section 7. (ff) "Total Stockholder Return" means the total return (change in share price plus reinvestment of any dividends) of a share of the Company's common stock. 3) Plan Administration...

  • Page 78
    ... in the Plan for a given Performance Period shall be determined by the Committee, and are generally expected to include executive officers of the Company who are subject to Section 16 of the Securities and Exchange Act of 1934 and any other key employees who are specifically designated by the...

  • Page 79
    ... in its sole discretion. 9) Non-Performance-Based Compensation Bonuses. Notwithstanding and without regard to any other provision in this Plan, the Committee may determine to pay cash bonuses hereunder that are not intended to constitute Performance-Based Compensation and which shall be payable...

  • Page 80
    ... of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. 16) Nonassignment. The rights of a Participant under this Plan shall not be assignable or transferable by the Participant except by will...

  • Page 81
    .... (b) "Applicable Laws" means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any...

  • Page 82
    ... closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator...

  • Page 83
    ... to Revenue. (y) "Operating Income" means the Company's or a business unit's income from operations determined in accordance with generally accepted accounting principles. (z) "Option" means a stock option granted pursuant to the Plan. (aa) "Option Agreement" means a written or electronic agreement...

  • Page 84
    ... Stock Unit" means an Award granted to a Participant pursuant to Section 10. (kk) "Revenue" means the Company's or a business unit's net sales for the Performance Period, determined in accordance with generally accepted accounting principles. (ll) "Rule 16b-3" means Rule 16b-3 of the Exchange...

  • Page 85
    ... with respect to different groups of Employees. (ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by...

  • Page 86
    ...30, 2013. 8. Stock Options. (a) Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees at any time and from time to time as determined by the Administrator in its sole discretion. The Administrator, in its sole discretion, shall determine the number of...

  • Page 87
    ... Company of (A) a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and (B) the sale proceeds required to pay the exercise price; (v) any combination of the foregoing methods...

  • Page 88
    ...(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 8(k), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value...

  • Page 89
    ... of qualifying grants of Restricted Stock as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest...

  • Page 90
    ...but not by way of limitation, continuous service as an Employee). (ii) Section 162(m) Performance Objectives. For purposes of qualifying grants of Restricted Stock Units as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may determine that the...

  • Page 91
    ... the Administrator may specify from time to time. 13. Adjustments Upon Changes in Capitalization. (a) Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan...

  • Page 92
    ... to such performance goals only to reflect the successor corporation's post-Change of Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption. 14. Amendment and Termination of the Plan. (a) Amendment and Termination. The Board may at any time amend, alter...

  • Page 93
    ... with Section 14(b) of the Plan. 17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 18. Deferrals. The Administrator, in its sole discretion, may...

  • Page 94
    ... the Plan, with respect to 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, of all or substantially all of the business or assets of the Company. 26...

  • Page 95
    ... (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: (415) 507-5000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title...

  • Page 96
    ... 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 97
    .... Our software products are sold globally, both directly to customers and through a network of resellers and distributors. Segments We are organized into four reportable operating segments Platform Solutions and Emerging Business ("PSEB"), which accounted for 36% of our net revenue in fiscal 2010...

  • Page 98
    ... executive office is located at 111 McInnis Parkway, San Rafael, California 94903 and the telephone number at that address is (415) 507-5000. Our internet address is www.autodesk.com. The information posted on our website is not incorporated into this Annual Report on Form 10-K. Our Annual Report...

  • Page 99
    ... Users can share all design data with team members who use our AutoCAD product or other Autodesk products built on AutoCAD. AutoCAD LT software is our second largest revenue-generating product. AEC Autodesk's AEC software products help to improve the way building, civil infrastructure, process plant...

  • Page 100
    ... 2010: Å Autodesk Inventor Autodesk Inventor software allows manufacturers to go beyond 3D design to digital prototyping by giving engineers a comprehensive and flexible set of tools for 3D mechanical design, simulation, analysis, tooling, visualization and documentation. With Inventor software...

  • Page 101
    ... from interactive broadcast design to real-time high-resolution film work. The Autodesk Smoke system is an interactive, real-time, non-linear and non-compressed online editing and finishing system that enables editors to edit, conform and finish television commercials, broadcast programming, film...

  • Page 102
    ... trade journals. We have a worldwide user group organization and we have created online user communities dedicated to the exchange of information related to the use of our products. In addition to sales of new software licenses, we generate revenue through our maintenance program and upgrade pricing...

  • Page 103
    ... 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. EDUCATIONAL PROGRAMS We offer education programs and specially priced software purchasing options...

  • Page 104
    ... for our customers. We also compete through investments in marketing and sales. Our PSEB, AEC, MFG and M&E segments compete with vendors that specialize primarily in one of the four industry segments in which we compete. Our competitors range from large, global, publicly traded companies to small...

  • Page 105
    ... 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 subcontractors. Media for our products include DVDs which are available from multiple sources. We offer our maintenance customers an electronic...

  • Page 106
    ... the AEC segment. January 2009 ALGOR, Inc. ("ALGOR") November 2008 Softimage June 2008 Moldflow Corporation ("Moldflow") January 2008 Hanna Strategies Holdings, Inc. ("Hanna Strategies") January 2008 Robobat, S.A. ("Robobat") GLOSSARY OF TERMS Horizontal design products-Autodesk's AutoCAD...

  • Page 107
    ... and visualize a design using a digital or virtual model rather than a physical model. Upgrade and crossgrade-In an upgrade, a customer pays an incremental fee at currently available prices toward the purchase of a new version of the same product; the license to the previous version of the product...

  • Page 108
    ... revenue; decreases in maintenance attach or renewal rates, or a decrease in the number of new licenses we sell negatively impacts our future revenue and operating results. Our maintenance customers have no obligation to attach maintenance to their initial license or renew their maintenance contract...

  • Page 109
    ...mapping and digital media and entertainment markets, failure to achieve anticipated levels of customer acceptance of key new applications, failure to follow sales policies, restructuring or other accounting charges, unexpected costs or other operating expenses, pricing pressure or changes in product...

  • Page 110
    ... affecting the economy or the operating performance of our competitors. For example, current global economic conditions have negatively impacted our financial performance and in turn the market price of our common stock. Significant changes in the price of our common stock could expose us to...

  • Page 111
    ... be adversely affected. We sell our software products both directly to end-users and through a network of distributors and resellers. For the fiscal year ended January 31, 2010, approximately 83% of our revenue was derived from indirect channel sales through distributors and resellers, and we expect...

  • Page 112
    ... awards, injunctive relief, increased costs of business, require us to change our business practices, require significant amounts of management time, result in the diversion of significant operational resources, or otherwise harm our business. We are dependent on international revenue and operations...

  • Page 113
    ... trade barriers and restrictions, transportation delays, operating in locations with a higher incidence of corruption and fraudulent business practices, difficulties in staffing and managing foreign sales and development operations, longer collection cycles for accounts receivable, potential changes...

  • Page 114
    ... could result in a loss of investor confidence in our financial reports and have an adverse effect on our 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...

  • Page 115
    ...reporting of transactions completed before such changes are effective. For example, in October 2009, the Financial Accounting Standards Board, ("FASB"), issued two new pieces of authoritative guidance on revenue recognition, changing previous guidance in this technical accounting area. These changes...

  • Page 116
    ...Inventor products, our Autodesk Revit products, our AutoCAD Civil 3D products and our Autodesk Navisworks products. Should sales of our AutoCAD and AutoCAD LT products decrease without a corresponding increase in vertical design and model-based design product revenue or without purchases of customer...

  • Page 117
    ... to internalize and execute on that strategy, we may fail to meet our customers' expectations, fail to compete with our competitors' products and technology and lose the confidence of our channel partners and employees. This in turn could adversely affect our business and financial performance. Our...

  • Page 118
    ...that is integrated with internally developed software and used in our products to perform key functions. These third-party software licenses may not continue to be available on commercially reasonable terms, and the software may not be appropriately supported, maintained or enhanced by the licensors...

  • Page 119
    ..., internal technology systems and our websites for our development, marketing, operational, support, sales, accounting and financial reporting activities. We are continually investing resources to update and improve these systems and environments in order to meet the growing requirements of...

  • Page 120
    ... employee stock purchases during the period, the level of our cash balances, general business and market conditions, the market price of our stock, cash on hand and available in the U.S., company defined trading windows and other investment opportunities. In December 2007, the Board of Directors...

  • Page 121
    ... of 20.0 million shares. This plan does not have a fixed expiration date. There were no sales of unregistered securities during the three months ended January 31, 2010. Company Stock Performance The following graph shows a five-year comparison of cumulative total return (equal to dividends plus...

  • Page 122
    ... fiscal 2009, 2008 and 2006 include in-process research and development from acquisitions of $26.9 million, $5.5 million and $7.9 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...

  • Page 123
    ... 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 that our network of channel partners positions...

  • Page 124
    ... to these global economic changes that we believe will improve our financial condition in fiscal 2011 and beyond. We believe that by continuing to execute our strategy we can achieve our goal of being the world's leading design and engineering software and services company for the architecture...

  • Page 125
    .... 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 at the time title to our...

  • Page 126
    ...permit our distributors and resellers to return products up to a percentage of prior quarter purchases. The product returns reserve is based on historical experience of actual product returns, estimated channel inventory levels, the timing of new product introductions and promotions, channel sell-in...

  • Page 127
    ... may be required to record impairment charges. Income Taxes. We currently have $146.1 million of net deferred tax assets, primarily a result of tax credits, net operating losses, and timing differences for reserves, accrued liabilities, stock options, purchased technologies and capitalized software...

  • Page 128
    ... stock-based compensation cost at the grant date fair value of the award, and recognize expense on a straight-line basis over the requisite service period, which is generally the vesting period. We estimate the fair value of stock-based payment awards using the Black-Scholes-Merton option-pricing...

  • Page 129
    ... in fewer seats of our design software sold and fewer maintenance contracts being renewed. Consequently, we experienced revenue contraction in most products, all geographies and all reportable segments during fiscal 2010 as compared to fiscal 2009. However, our business appears to show some signs of...

  • Page 130
    ... structure, we may incur additional costs which could negatively impact our net income and cash flows from operating activities. Our primary goals for fiscal 2011 are to continue delivering our market-leading products and solutions to our customers, stimulate revenue growth, manage operating margins...

  • Page 131
    ... the sale of new seat licenses, upgrades and crossgrades. Other revenue consists of revenue from Advanced Systems, consulting and training services, Autodesk Collaborative Solution hosting, and our former Location Services division. We divested the Location Services division in February 2009. Total...

  • Page 132
    ... upgrades when and if available, downloadable training courses and online support. We recognize maintenance revenue ratably over the maintenance contract periods. Maintenance revenue increased 3% during fiscal 2010, as compared to fiscal 2009, primarily due to a 3% increase in commercial maintenance...

  • Page 133
    ... of our net revenue in fiscal 2009. Net Revenue by Operating Segment We have four reportable segments: Platform Solutions and Emerging Business ("PSEB"), Architecture, Engineering and Construction ("AEC"), Manufacturing ("MFG") and Media and Entertainment ("M&E"). Location Services ("LBS"), which we...

  • Page 134
    ...products, proportion of maintenance in the user base, currency exchange rates, and average selling prices, and we expect this trend to continue. As a percentage of total net revenue, license and other revenue was 69% for fiscal 2009 and 75% for fiscal 2008. Upgrade revenue, which includes crossgrade...

  • Page 135
    ... AEC's net revenue during fiscal 2009 was an increase in revenue from the Autodesk Robot Structural Analysis (Robobat) and Autodesk Navisworks products. Net revenue for MFG increased 17% during fiscal 2009, as compared to fiscal 2008, primarily due to an 8% increase in revenue from Autodesk Inventor...

  • Page 136
    ... of revenue, at least over the near term, is affected by the volume and mix of product sales, fluctuations in consulting costs, amortization of purchased technology, new customer support offerings, royalty rates for licensed technology embedded in our products, and employee stock-based compensation...

  • Page 137
    ...and sales expenses include salaries, benefits, bonuses and stock-based compensation expense for our marketing and sales employees, costs of programs aimed at increasing revenue, such as advertising, trade shows and expositions, and various sales and promotional programs. Marketing and sales expenses...

  • Page 138
    ...31, 2008 Restructuring ...As a percentage of net revenue ...* Percentage is not meaningful $48.2 3% $8.0 20% $40.2 2% $40.2 * $- 0% In the fourth quarter of fiscal 2009, we initiated a restructuring program in order to reduce our operating costs. This program reduced the number of employees...

  • Page 139
    ... and Summary of Significant Accounting Policies," in Notes to Consolidated Financial Statements for further discussion. Interest and Other Income, Net The following table sets forth the components of interest and other income, net: Fiscal Year Ended January 31, 2010 2009 2008 (in millions) Interest...

  • Page 140
    ... Financial Statements. Liquidity and Capital 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...

  • Page 141
    ... provided by operating activities to be higher in fiscal 2011 than in fiscal 2010 due to improved operating margins. Long-term cash requirements for items other than normal operating expenses are anticipated for the following: stock repurchases; the acquisition of businesses, software products, or...

  • Page 142
    ... the approximate timing of the transaction. Purchase obligations relate primarily to hosting services agreements, IT infrastructure costs, marketing costs and contractual software development services. Deferred compensation obligations relate to amounts held in a rabbi trust under our non-qualified...

  • Page 143
    .... The number of shares acquired and the timing of the purchases are based on several factors, including general market conditions, the volume of employee stock option exercises, the trading price of our common stock, cash on hand and available in the U.S., and company defined trading windows. There...

  • Page 144
    ... result in a $0.1 million increase (decrease) in annual interest income. Further, at January 31, 2010, we had approximately $125.6 million invested in a longer term portfolio which, with 50 and 100 basis point moves, would result in market value changes (gains or losses) of $0.2 million over both...

  • Page 145
    ...data) Net revenue: License and other ...Maintenance ...Total net revenue ...Cost of revenue: Cost of license and other revenue ...Cost of maintenance revenue ...Total cost of revenue ...Gross profit ...Operating expenses: Marketing and sales ...Research and development ...General and administrative...

  • Page 146
    ... equipment, software, furniture and leasehold improvements, net ...Purchased technologies, net ...Goodwill ...Deferred income taxes, net ...Other assets ...LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ...Accrued compensation ...Accrued income taxes ...Deferred revenue...

  • Page 147
    ...) 2008 Operating Activities Net income ...$ 58.0 $ 183.6 $ 356.2 Adjustments to reconcile net income to net cash provided by operating activities: Charge for acquired in-process research and development ...- 26.9 5.5 Depreciation and amortization ...111.5 91.8 61.3 Stock-based compensation expense...

  • Page 148
    ... and retirement of common shares ...Balances, January 31, 2008 ...Common shares issued under stock award and stock purchase plans ...Compensation expense related to stock options ...Tax benefits from employee stock plans ...Comprehensive income: Net income ...Other comprehensive income, net...

  • Page 149
    ... markets. The Company's sophisticated 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 150
    ... $7.6 million at January 31, 2010 are classified as non-current marketable securities; for additional information see Note 2, "Financial Instruments and Hedging Activities." Autodesk determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such...

  • Page 151
    ... risk of loss associated with problem accounts. The product returns and other reserves are based on historical experience of actual product returns, estimated channel inventory levels, the timing of new product introductions, channel sell-in for applicable markets and other factors. Partner program...

  • Page 152
    ...a large number of resellers, distributors and direct customers in the Americas; EMEA; and APAC geographies. Autodesk performs ongoing evaluations of its customers' financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral. Total sales to...

  • Page 153
    ... In addition, purchased technologies include $4.3 million of in-process research and development technology as of January 31, 2010. In-process research and development technology is an indefinite lived asset that is held and tested at least annually for impairment until such time that technological...

  • Page 154
    ...sustained decline in Autodesk's market capitalization, (iii) further significant slowdown in the worldwide economy or the industries Autodesk serves, or (iv) changes in Autodesk's business strategy or internal operating results forecasts. During the first quarter of fiscal 2010, Autodesk recorded an...

  • Page 155
    ....9 Purchase accounting adjustments reflect revisions made to the Company's preliminary purchase price allocation during fiscal 2010 and 2009. Impairment of Long-Lived Assets At least annually or more frequently as circumstances dictate, Autodesk assesses the recoverability of its long-lived assets...

  • Page 156
    ...2009 unaudited Condensed Consolidated Financial Statements, Autodesk was notified by the Company's third party software provider that it had made certain changes to how its software program calculates stock-based compensation expense. Specifically, the prior version of this software that the Company...

  • Page 157
    ... 31, 2010 2009 2008 Cost of license and other revenue ...Marketing and sales ...Research and development ...General and administrative ...Stock-based compensation expense related to stock awards and ESP Plan purchases ...Tax benefit ...Stock-based compensation expense related to stock awards and...

  • Page 158
    ... customer also has the option to upgrade to a vertical design or model-based design 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 recognized at the time title...

  • Page 159
    ... Developers Network and Advanced Systems customer support, and is recognized over time, as the services are performed. Maintenance Revenue Maintenance revenue consists of revenue from the Company's maintenance program. Under this program, customers are eligible to receive unspecified upgrades...

  • Page 160
    ... of an exit price. If Autodesk were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and the Company may conclude that a change in...

  • Page 161
    ... on employers' disclosures about postretirement benefit plan asset (Subtopic 715-20). The changes under ASU 2010-06 will be effective for Autodesk's fiscal year beginning February 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in...

  • Page 162
    ... January 31, 2010 and 2009: January 31, 2010 Gross Gross unrealized unrealized gains losses Estimated Fair Value Amortized Cost Short-term available-for-sale securities: Commercial paper and corporate securities ...Certificates of deposit and time deposits ...Money market funds ...U.S. government...

  • Page 163
    ... not managing, the accounting and payment administration of the International Fund. At this time, the investment is currently not liquid, and in the event Autodesk needs to access these funds, the Company will not be able to do so. However, based on currently available information, Autodesk expects...

  • Page 164
    ... loss position. Derivative Financial Instruments 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 hedge...

  • Page 165
    ... 31, 2009. The bank counterparties in all contracts expose Autodesk to credit-related losses in the event of their nonperformance. However, to mitigate that risk, Autodesk only contracts with counterparties who meet the Company's minimum requirements under its counterparty risk assessment process...

  • Page 166
    ...levels of price transparency. The Company's investments held in the International Fund at January 31, 2010 are designated as Level 3 securities. The Company conducted its fair value assessment of the International Fund using Level 2 and Level 3 inputs. Management has reviewed the International Funds...

  • Page 167
    ... 31, 2010 Using Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets Cash equivalents(1) : Certificates of deposit and time deposits ...Commercial paper ...Money market funds ...Municipal...

  • Page 168
    ... 31, 2010, Autodesk maintained two active stock option plans for the purpose of granting stock awards to employees and to non-employee members of Autodesk's Board of Directors, the 2008 Employee Stock Plan ("2008 Plan"), which is available only to employees, and the 2000 Directors' Option Plan, as...

  • Page 169
    ... not previously granted, under the 2000 Plan. The 2010 Plan permits the grant of stock options and restricted stock awards to non-employee members of Autodesk's Board of Directors. The 2010 Plan will expire in March 2020. The following sections summarize activity under Autodesk's stock plans. Stock...

  • Page 170
    AUTODESK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) stock option grant date using the Black-Scholes-Merton option pricing model, was $6.13, $9.82 and $14.41 per share, respectively. As of January 31, 2010, total compensation cost related to non-vested options not yet recognized of ...

  • Page 171
    ..., 2010, a total of 33.7 million shares of Autodesk's common stock have been reserved for future issuance under existing stock option and stock purchase plans. Equity Compensation Plan Information The following table summarizes the number of outstanding options granted to employees and directors, as...

  • Page 172
    ... related to excess tax benefits from non-qualified stock options, offsetting additional paid-in capital. Pursuant to accounting standards related to stock-based compensation, the Company has unrecorded excess stock option tax benefits of $143.6 million as of January 31, 2010. These amounts will be...

  • Page 173
    ... 31, 2010 2009 Nonqualified stock options ...Research and development tax credit carryforwards ...Foreign tax credit carryforwards ...Accrued compensation and benefits ...Other accruals not currently deductible for tax ...Purchased technology and capitalized software ...Fixed assets ...Tax loss...

  • Page 174
    ... change limitations provided in the Internal Revenue Code and similar state provisions. This annual limitation may result in the expiration of net operating losses and credits before utilization. As a result of certain business and employment actions and capital investments undertaken by Autodesk...

  • Page 175
    ... could restrict the imposition of liens on Autodesk's assets, and restrict the Company's ability to incur additional indebtedness or make dispositions of assets if Autodesk fails to maintain its financial covenants. At January 31, 2010, Autodesk had no outstanding borrowings on this line of credit...

  • Page 176
    ... TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Note 8. Leases Autodesk leases office space and computer equipment under noncancellable operating lease agreements. The leases generally provide that Autodesk pay taxes, insurance and maintenance expenses related to the leased assets. Future minimum...

  • Page 177
    ...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...

  • Page 178
    ... Per Share Basic net income per share is computed using the weighted average number of shares of common stock outstanding for the period, including restricted stock awards and excluding stock options and restricted stock units. Diluted net income per share is based upon the weighted average shares...

  • Page 179
    ... February 2009, is not included in any of the above reportable segments, and is reflected as Other. Autodesk has no material intersegment revenue. The PSEB, AEC and MFG segments derive revenue from the sale of licenses for software products and services to customers who design, build, manage or own...

  • Page 180
    ... process to develop a single digital model created in Autodesk Inventor software. Autodesk's solutions for digital prototyping enable a broad group of manufacturers to realize benefits with minimal disruption to existing workflows. MFG's revenue primarily includes revenue from the sales of licenses...

  • Page 181
    ... of revenue from Autodesk's Location Services division, which Autodesk disposed of in February 2009. (2) Unallocated amounts primarily relate to corporate expenses and other costs and expenses that are managed outside the reportable segments, including stock-based compensation expense. Information...

  • Page 182
    ...team with knowledge of web-based design applications. Autodesk incorporated PlanPlatform into its PSEB segment. Management's allocation of the purchase price consideration, based on a valuation of the acquired assets and liabilities, was as follows: PlanPlatform: In-process research and development...

  • Page 183
    ... outstanding shares of Moldflow common stock. Autodesk incorporated Moldflow into Autodesk's MFG segment. Management's allocation of the purchase price consideration, based on a valuation of the acquired assets and liabilities, was as follows: Developed technologies (6 year useful life) ...Customer...

  • Page 184
    ... and games markets. Autodesk acquired Softimage for approximately $35.1 million cash. Autodesk incorporated Softimage into Autodesk's M&E segment. Developed technologies (3 year useful life) ...Customer relationships (5 year useful life) ...Trade name (4 year useful life) ...In-process research and...

  • Page 185
    ... common stock through the 401(k) plan. Other Plans Autodesk provides certain defined benefit pension plans to employees primarily located in countries outside of the U.S. The Company deposits funds for certain of these plans, consistent with the requirements of local law, with insurance companies or...

  • Page 186
    ... with the local requirements in each country. Autodesk's contributions to these plans were $8.2 million in fiscal 2010, $12.0 million in fiscal 2009 and $8.2 million in fiscal 2008. In addition, Autodesk offers a non-qualified deferred compensation plan to certain key employees whereby they may...

  • Page 187
    ... sets forth the restructuring activities for the fiscal years ended January 31, 2010 and 2009. Balance at January 31, 2009 Balance at January 31, 2010 Additions Payments Adjustments(1) Fiscal 2010 Plan Employee termination costs ...Lease termination and asset costs ...Fiscal 2009 Plan Employee...

  • Page 188
    AUTODESK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Note 17. Selected Quarterly Financial Information (Unaudited) Summarized quarterly financial information for fiscal 2010 and 2009 is as follows: 2010 1st quarter 2nd quarter 3rd quarter 4th quarter Fiscal year Net revenue ......

  • Page 189
    ... in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Autodesk, Inc.'s internal control over financial reporting as of January 31, 2010, based on criteria established in...

  • Page 190
    ... express an opinion on 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 that we plan and perform the audit to obtain reasonable...

  • Page 191
    ...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 Chief Financial Officer, as appropriate to...

  • Page 192
    ... Financial Officer Executive Vice President, Sales and Services Senior Vice President, Human Resources and Corporate Real Estate Senior Vice President, Architecture, Engineering and Construction Senior Vice President, Chief Marketing Officer Senior Vice President, Strategic Planning and Operations...

  • Page 193
    ..., was Executive Vice President, Operations for Centric Software, Inc., a product lifecycle management solutions company. Jan Becker joined Autodesk in September 1992 and has served as Senior Vice President, Human Resources and Corporate Real Estate since June 2000. Ms. Becker previously served in...

  • Page 194
    ...to March 2007. Prior to joining Autodesk, Mr. Petit was Vice President of Operations for Aptilon Health, an online 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...

  • Page 195
    ... and 2008, 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 above have been omitted because they are not applicable or are not required or the information...

  • Page 196
    ... requirements of Section 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 and President Dated: March 19, 2010...

  • Page 197
    ... Bass Chief Executive Officer and President (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Director (Non-executive Chairman of the Board) Director /s/ MARK J. HAWKINS Mark J. Hawkins /s/ CRAWFORD...

  • Page 198
    ...31, 2005) Registrant's 1998 Employee Qualified Stock Purchase Plan Form of Agreement (non-U.S. Employees) (incorporated by reference to Exhibit 10.5 filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2009) Registrant's 2000 Directors' Option Plan, as amended...

  • Page 199
    ... July 31, 2008) Autodesk Incentive Plan Fiscal Year 2010 (incorporated by reference to Exhibit 10.3 filed with the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2009) Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as...

  • Page 200
    ... Public Accounting Firm (Ernst & Young LLP) (filed herewith) Power of Attorney (contained in the signature page to this Annual Report) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith) Certification of Chief Financial Officer...

  • Page 201
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 202
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 203
    ... Mark J. Hawkins Executive Vice President, Chief Financial Officer Robert "Buzz" Kross Senior Vice President, Manufacturing Marc Petit Senior Vice President, Media & Entertainment Corporate Headquarters Autodesk, Inc. 111 McInnis Parkway San Rafael, California 94903 USA Asia Pacific Headquarters...

  • Page 204
    Autodesk, Inc., 111 McInnis Parkway, San Rafael, CA 94903 Cert no. SCS-COC-000648