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FISCAL YEAR
Annual Report
Notice of annual meeting and
proxy statement
2013

Table of contents

  • Page 1
    Fiscal Year 2013 Annual Report Notice of annual meeting and proxy statement

  • Page 2

  • Page 3
    ... the Internet, by telephone, or by requesting, signing and returning a proxy card. 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 President and Chief Executive Officer Proxy...

  • Page 4
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  • Page 5
    ... you previously signed and returned a proxy card or voted on the Internet or by telephone. Record Date Voting 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 proxy...

  • Page 6
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  • Page 7
    ... Services PROPOSAL THREE-NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION CORPORATE GOVERNANCE Corporate Governance Guidelines and Code of Business Conduct and Ethics Stock Ownership Guidelines Independence of the Board Board Meetings and Board Committees Board Leadership Structure...

  • Page 8
    ...Exercises and Stock Vested at Fiscal 2013 Year End Nonqualified Deferred Compensation for Fiscal 2013 Change in Control Arrangements and Employment Agreements Potential Payments Upon Termination or Change in Control Compensation of Directors Equity Compensation Plan Information SECURITY OWNERSHIP OF...

  • Page 9
    ... 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 under "Contact Us." 2013 Proxy Statement...

  • Page 10
    ...are a stockholder of record or a beneficial owner as of April 19, 2013 (the "Record Date"). Please notify David Gennarelli, Autodesk's Director of Investor Relations, by telephone at (415) 507-6705 or by email at [email protected] if you plan to attend the Annual Meeting. You will need...

  • Page 11
    ... Annual Meeting? _____ A: If you are a stockholder of record, you may instruct the proxy holders how to vote your shares in one of three ways by using the Internet voting site, by calling the toll-free telephone number listed on the proxy card and Notice, or by requesting a proxy card from Autodesk...

  • Page 12
    ... the appointment of Ernst & Young LLP as Autodesk's independent registered public accounting firm for the fiscal year ending January 31, 2014, and "FOR" the approval, on an advisory basis, of the compensation of our named executive officers. Q: If I sign a proxy, how will it be voted? _____ A: All...

  • Page 13
    ...revocation or subsequent proxy card should be hand-delivered to Autodesk's General Counsel or sent to 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...

  • Page 14
    ... a timely manner. In order to be included in the proxy statement for the 2014 Annual Meeting of Stockholders, proposals must be received by Autodesk's General Counsel no later than December 30, 2013, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934...

  • Page 15
    ... 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 Fiscal Year 2013 Annual Report...

  • Page 16
    ... ONE - ELECTION OF DIRECTORS Nominees Autodesk's Bylaws currently set the number of directors at ten. Charles J. Robel has informed the Board that he will not seek reelection to the Board at the Annual Meeting. Accordingly, upon the recommendation of the Corporate Governance and Nominating Committee...

  • Page 17
    ... and Chief Executive Officer, Mr. Bass possesses a deep knowledge and understanding of Autodesk's business, operations, and employees; the opportunities and risks we face; and management's strategy and plans for accomplishing Autodesk's goals. His service on the boards of directors of McAfee...

  • Page 18
    ...-building skills and a functional understanding of the role of the board of directors developed through his service as a director of public and private companies and a charitable organization. Mr. Georgens has served as the Chief Executive Officer and President of NetApp, Inc., a provider of data...

  • Page 19
    .... Her years of service as an executive officer at Nokia and other technology companies, including Compaq Computer and Hewlett-Packard, provide her with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee. 2013 Proxy Statement 11 Proxy Materials

  • Page 20
    ... understanding of Autodesk's industry, business and international operational challenges. Mr. Smith's years of service as an executive officer at Intel provide him with the corporate governance knowledge necessary to serve on our Compensation and Human Resources Committee. 2013 Proxy Statement 12

  • Page 21
    ..., his service as a director and his participation in numerous audit committee and compensation committee focus groups provide Mr. West with the leadership skills and executive compensation knowledge necessary to serve as the Chairman of our Compensation and Human Resources Committee. 2013 Proxy...

  • Page 22
    ...of fees billed for professional services rendered for the integrated audit of Autodesk's annual financial statements and management's report on internal controls included in Autodesk's Annual Reports on Form 10-K, for the review of the financial statements included in Autodesk's Quarterly Reports on...

  • Page 23
    ... the list of audit and non-audit services and fees so long as such additional or amended services do not affect Ernst & Young LLP's independence under applicable SEC rules. The Chairman reports any such action taken at subsequent Audit Committee meetings. 2013 Proxy Statement 15 Proxy Materials

  • Page 24
    ... of the Named Executive Officer compensation program. Following the results of the 2012 Say-on-Pay vote, at the direction of the Compensation and Human Resources Committee, members of management contacted Autodesk's largest stockholders, representing over 60% of the outstanding Common Stock, to...

  • Page 25
    ... Annual Meeting. Compensation Governance Practices A number of fundamental elements of our compensation programs support our overall philosophy, such as Paying-for-performance; A mix of short- and long-term focused compensation; Meaningful stock ownership guidelines; _____ THE BOARD UNANIMOUSLY...

  • Page 26
    ...manner. Our current Code of Business Conduct and Code of Ethics for Senior Executive and Stock Ownership Guidelines Our directors and executive officers are encouraged to be Autodesk stockholders through participation in our equity compensation plans. Beginning in fiscal 2013, the Board resolved to...

  • Page 27
    ... members by applicable NASDAQ listing standards. These appointments will be effective on June 13, 2013, the date of the Annual Meeting. See "Report of the Audit Committee of the Board of Directors" on page 63 for more information regarding the functions of the Audit Committee. Corporate Governance...

  • Page 28
    ... member of the Compensation and Human Resources Committee through June 7, 2012, the date of our 2012 Annual Meeting of Stockholders. No director who served as a member of the Compensation and Human Resources Committee during fiscal 2013 is or was formerly an officer or employee of Autodesk or any of...

  • Page 29
    ...candidates to the Board must be directed in writing to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel, and must include the candidate's name, home and business contact information, detailed biographical data and qualifications; information regarding any...

  • Page 30
    ... attended the 2012 Annual Meeting of Stockholders. Contacting the Board 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, Attention: Non...

  • Page 31
    ... Officer ("CEO"); Mark J. Hawkins, Executive Vice President and Chief Financial Officer; Jan Becker, Senior Vice President, Human Resources and Corporate Real Estate; Steven M. Blum, Senior Vice President, Worldwide Sales and Services; Pascal W. Di Fronzo, Senior Vice President, General Counsel...

  • Page 32
    ...with those of stockholders; all executive officers are in compliance Companies in the compensation peer group more closely match Autodesk based on key financial criteria, such as revenue and market capitalization Aligns design of Performance Stock Unit awards with areas identified by stockholders as...

  • Page 33
    ... 31, 2009 as a baseline. The revenue and nonGAAP operating margin performance is against Autodesk's targeted internal annual business plan. The CEO compensation represents salary paid during the relevant fiscal year combined with the full value of equity awards and bonus payments made for the prior...

  • Page 34
    ... 2012 PSU amount reported represents the value on the date of approval of a combination of (a) 110,000 target PSUs relating to Autodesk's strategic plan and management and (b) 82,500 target PSUs relating to specific revenue and non-GAAP operating margin objectives. (2) (3) 2013 Proxy Statement...

  • Page 35
    ...reaching its decisions regarding pay for the Named Executive Officers for fiscal 2013 performance. • Revenue was $2.3 billion, an increase of 4% from fiscal 2012. Autodesk had record total billings and maintenance billings at the end of fiscal 2013. GAAP operating margin decreased 280 basis points...

  • Page 36
    ... target annual cash incentive award opportunity for each of the other Named Executive Officers, below fiscal 2012 levels. The decision to pay these amounts was based on the positive relative TSR performance of Autodesk's stock despite Autodesk achieving below target internal financial results. The...

  • Page 37
    ... employees and directors from hedging. Option Re-Pricing Prohibition: Autodesk is prohibited from re-pricing any outstanding options to purchase shares of Common Stock without express stockholder approval. No Executive Benefits and Limited Perquisites: As a general practice, executive officers...

  • Page 38
    ... periods. Significant Stock Ownership Requirements: Executives are subject to mandatory stock ownership guidelines that are monitored on an annual basis. Independent Compensation Committee and Adviser: The Committee determines compensation for the Named Executive Officers with the assistance of an...

  • Page 39
    ... and revises executive officer compensation plans and arrangements and approves all components of each executive officer's compensation. CEO Pay Decisions The Committee prepares the CEO's annual performance review by obtaining formal input from the independent directors of the Board, including the...

  • Page 40
    ...his knowledge of each executive officer's performance, an individual self-assessment completed by each executive officer, and feedback provided by each executive officer's direct reports. The Human Resources and the Compensation and Benefits Group assists the CEO in developing the executive officers...

  • Page 41
    ...be above or below the levels reflected by the compensation peer group, depending on Autodesk's financial performance and the individual experience, skills, and performance of each executive officer. The Committee believes that referencing the range of total compensation packages of the companies in...

  • Page 42
    ...For the CEO, the Committee consulted the full Board to conduct a similar assessment of his experience, skills and performance. Based on those factors in the aggregate, the executive officers' base salaries were increased, on average by 6% for fiscal 2013. Annual Short-Term Incentive Compensation At...

  • Page 43
    ... Autodesk; Making Autodesk a great place to work; and Making Autodesk the recognized leader in 3D design, engineering, and entertainment software. Corporate Performance Measures The minimum funding level for the Fiscal 2013 EIP was based on Autodesk's financial performance as measured by revenue...

  • Page 44
    ... Annual Cash Incentive Award Opportunity ($) Target Annual Cash Incentive Award Opportunity (as a percentage of base salary) Actual Annual Short- Term Cash Award ($) Actual Annual Short-Term Cash Award (as a percentage of base salary) Named Executive Officer Carl Bass Mark J. Hawkins Jan Becker...

  • Page 45
    ... which the number of shares of Common Stock that may be earned is contingent upon Autodesk's absolute financial performance. The shares of Common Stock subject to each of these PSU awards were to be earned based upon Autodesk's revenue growth and non-GAAP operating margin performance for fiscal 2013...

  • Page 46
    ... to with the Board related to Autodesk's strategic plan, and (b) management of executive talent (the "Specific Performance PSU Award"). The number of shares of Common Stock the CEO could earn at the first annual vesting date and the related performance criteria for that award installment were as...

  • Page 47
    ... health savings plans on behalf of any employee who is a participant in a plan with a high deductible feature. • 2013 Proxy Statement 39 Proxy Materials The PSU awards are based on a new PSU plan that was adopted following the stockholder engagement that occurred after the 2012 Annual Meeting...

  • Page 48
    ... required all executive officers to hold a fixed number of shares of Autodesk's Common Stock at the appropriate executive officer level. This is intended to create clear guidelines that tie a portion of the executive officer's net worth to the performance of Autodesk's stock price. The current stock...

  • Page 49
    ...to outstanding RSU awards are counted as owned. As of the end of fiscal 2013, each of the Named Executive Officers satisfied the mandatory stock ownership guidelines. in recognition of compensation expense for share-based payment awards, and Section 409A of the Internal Revenue Code ("Code"), which...

  • Page 50
    ...compensation cost of these share-based payment awards in the income statements over the period that an employee or director is required to render service in exchange for the stock option or other award. Report of the Compensation Committee The Compensation and Human Resources Committee of the Board...

  • Page 51
    ... as salary compensation during fiscal 2013, 2012 and 2011. Bonus This column represents payments made to our Named Executive Officers for amounts that relate to: Autodesk and individual performance under the Autodesk, Inc. Incentive Performance plan; signing bonuses, as in the case of Mr. Hawkins...

  • Page 52
    ...Executive Officer Mark J. Hawkins, Executive Vice President and Chief Financial Officer (a) Jan Becker, Senior Vice President, Human Resources and Corporate Real Estate Steven M. Blum, Senior Vice President, Worldwide Sales and Services (b) Pascal W. Di Fronzo, Senior Vice President, General Counsel...

  • Page 53
    ... 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 Annual Report on Form 10-K filed on March 18, 2013. The maximum value of PSU awards is capped at 150% of target...

  • Page 54
    ... to the Named Executive Officers in fiscal 2013 under our 2012 Employee Stock Plan. These columns show the awards that were possible at the threshold, target and maximum levels of performance. Shares were to be earned based upon our revenue growth and non-GAAP operating margin performance for fiscal...

  • Page 55
    ...Awards at Fiscal 2013 Year End The following table presents information concerning unexercised options and unvested RSU awards for each Named Executive Officer outstanding as of January 31, 2013. This table includes options and RSUs granted under the 2012 Employee Stock Plan, the 2008 Employee Stock...

  • Page 56
    ... by multiplying (i) $38.88, the closing price on the NASDAQ of Autodesk Common Stock on January 31, 2013, the last trading day of fiscal 2013, by (ii) the number of shares of stock underlying RSU awards. (g) Awards granted on March 8, 2012, to Mr. Hawkins and Mr. Hanspal relate to the Premium RSU...

  • Page 57
    ... of the Named Executive Officers during fiscal 2013. Option Awards Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) (a) Stock Awards Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) (a) Named Executive Officer Carl Bass Mark J. Hawkins Jan Becker Steve...

  • Page 58
    ... non-solicit agreement: • An amount equal to one and one-half times the sum of the executive officer's annual base compensation and average annual bonus, payable in a lump sum; The acceleration of all of the executive officer's outstanding incentive equity awards, including stock options and RSUs...

  • Page 59
    ... items specified in his employment agreement, discussed above. Estimated amounts for share-based compensation are based on the closing price of our Common Stock on the NASDAQ on Thursday, January 31, 2013, which was $38.88 per share. The actual amounts for all Named Executive Officers to be paid out...

  • Page 60
    ...on 1/31/2013 ($) Compensation: Base Salary (1) Short-Term Cash Incentive Plan (EIP) (2) Equity Awards (3) Benefits and perquisites: Health Insurance (4) Disability Income (5) Accidental Death or Dismemberment (6) Life Insurance (7) Accrued Vacation Pay (8) Total Executive Benefits and Payments Upon...

  • Page 61
    ...on 1/31/2013 ($) Executive Benefits and Payments Voluntary Termination on 1/31/2013 ($) For Cause Termination on 1/31/2013 ($) Disability on 1/31/2013 ($) Death on 1/31/2013 ($) Compensation: Base Salary (1) Short-Term Cash Incentive Plan (EIP) (2) Sales Commissions and Bonus (9) Equity Awards...

  • Page 62
    ... on 1/31/2013 ($) Executive Benefits and Payments Voluntary Termination on 1/31/2013 ($) For Cause Termination on 1/31/2013 ($) Disability on 1/31/2013 ($) Death on 1/31/2013 ($) Compensation: Base Salary (1) Short-Term Cash Incentive Plan (EIP) (2) Equity Awards (3) Benefits and perquisites...

  • Page 63
    ...with his employment agreement that was in effect as of January 31, 2013. For the other Named Executive Officers, the amounts shown reflect the value of unvested equity awards accelerated in accordance with the Executive Change in Control Program effective during the 2013 fiscal year. Reported values...

  • Page 64
    ... Directors During fiscal 2013, our non-employee directors were eligible to receive the annual compensation set forth below: Member of the Board of Directors Non-executive Chairman of the Board Chair of the Audit Committee Chair of the Compensation and Human Resources Committee Chair of the Corporate...

  • Page 65
    ... worth of stock for each $1.00 of cash compensation foregone. 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 2013 Annual Report on Form 10-K filed...

  • Page 66
    ... 14,986 15,999 14,986 3,787 The following table shows the total amounts and fair values of Subsequent Annual RSUs granted on June 7, 2012. Restricted Stock Unit Number of Shares (#) Grant Date Fair Value of Stock Awards ($) Director Grant Date Crawford W. Beveridge J. Hallam Dawson Per-Kristian...

  • Page 67
    ... employees of options to purchase up to 16.9 million shares, all of which have been granted. Executive officers and members of the Board were not eligible to participate in this plan. The Nonstatutory Stock Option Plan was intended to help Autodesk attract and retain outstanding individuals in order...

  • Page 68
    ... 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 69
    2013 Proxy Statement 61 Proxy Materials (8) Includes 160,000 shares subject to options exercisable within 60 days of March 31, 2013. Includes 54,700 shares held by trust. (9) Upon appointment to the Board on March 21, 2013, Mr. Georgens was granted 12,400 restricted stock units, none of which vest...

  • Page 70
    ...(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC and the NASDAQ. Such executive officers, directors and...

  • Page 71
    ...) that Autodesk's audited financial statements be included in Autodesk's Annual Report on Form 10-K for the fiscal year ended January 31, 2013, for filing with the SEC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Charles J. Robel (Chairman) J. Hallam Dawson Lorrie M. Norrington 2013 Proxy Statement...

  • Page 72
    ... named as proxies to vote the shares they represent as the Board may recommend. It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. Autodesk urges you to vote at your earliest convenience. THE BOARD OF DIRECTORS April 29, 2013 San...

  • Page 73
    ... Meeting of Stockholders (the "Proxy Statement"), are incorporated by reference in Part III of this Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the registrant's fiscal year ended January 31, 2013. 2013 Annual Report 111 McInnis Parkway, San Rafael...

  • Page 74
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  • Page 75
    ..., 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 92 93 93 93 93 Market...

  • Page 76
    .... These products are sold over the Internet and in various digital storefronts, including the Apple App Store and the Google Play Store. Segments We reported based on four reportable operating segments Platform Solutions and Emerging Business ("PSEB"), which accounted for 37% of our net revenue in...

  • Page 77
    ... 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 78
    .... 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 Our AEC software products help to improve the way building, civil infrastructure, process plant and...

  • Page 79
    ... help customers design better products, reduce development costs and get to market faster. Three editions of PDS are available to meet each customer's particular business needs and offers the depth and breadth of the Autodesk portfolio. • AutoCAD Mechanical AutoCAD Mechanical software is purpose...

  • Page 80
    .... We employ a variety of incentive programs and promotions to align our reseller channel with our business strategies. Sales through our largest distributor, Tech Data Corporation and its affiliates, accounted for 23%, 17% and 16% of our net revenue for fiscal years 2013, 2012 and 2011, respectively...

  • Page 81
    ... 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 82
    ... and create exciting new versions of existing products that offer compelling efficiencies for our customers. We also compete through investments in marketing and sales to more effectively reach new customers and better serve existing customers. Our competitors include large, global, publicly traded...

  • Page 83
    ... of our PSEB, AEC, MFG 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 84
    ...the AEC segment. The acquisition of certain technology assets from Turbo Squid strengthens our online marketplace platform for our design application users. The Instructables acquisition assists makers of all types by linking Instructables' vibrant online community to our software tools and services...

  • Page 85
    ...of a product that is four versions prior to the latest version available is recorded as commercial new revenue. Upgrades also includes crossgrades where a customer pays an incremental fee at currently available prices toward the purchase of a different product. The license to the previous product is...

  • Page 86
    ... several years, many of our customers have experienced tighter credit, negative financial news and weaker financial performance of their businesses and have reduced their workforces, thereby reducing the number of licenses and the number of maintenance contracts they purchase from us. In addition...

  • Page 87
    ... our revenue growth and profitability, the financial and business condition of our reseller and distribution channels, weak or negative growth in the industries we serve, including architecture, engineering and construction, manufacturing and digital media and entertainment markets, 15 2013 Annual...

  • Page 88
    ...litigation or regulatory inquiries, failure to achieve anticipated levels of customer acceptance of key new applications, pricing pressure or changes in product pricing or product mix, platform and business model changes, increases in cloud services-related expenses, timing of additional investments...

  • Page 89
    ... of their businesses, and the perceived value of the maintenance program. If our customers do not attach maintenance to their initial license or renew their maintenance contract for our products, our maintenance revenue will decline and our financial results will suffer. 17 2013 Annual Report

  • Page 90
    ... the terms of those tax arrangements, and laws regarding the management of and access to data and public networks, possible future limitations upon foreign owned businesses, increased financial accounting and reporting burdens and complexities, inadequate local infrastructure, greater difficulty in...

  • Page 91
    ..., such as instability affecting the economy or the operating performance of our competitors. Significant changes in the price of our common stock could expose us to additional costly and time-consuming litigation. 19 2013 Annual Report We may not be successful in overcoming such risks, and...

  • Page 92
    ... and mobile services, design and entertainment products, digital prototyping and collaboration products and consumer products. In addition, we frequently introduce new business models or methods that require a considerable investment of technical and financial resources such as an increase in our...

  • Page 93
    ... 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. From...

  • Page 94
    ... to compete with our products by copying functionality, which could adversely affect our financial performance and our reputation. We also seek to protect our confidential information and trade secrets through the use of non-disclosure agreements with our customers, contractors, vendors and partners...

  • Page 95
    ...defense, costly damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of management time, diversion of significant operational resources, or otherwise harm our business. In any of these cases, our financial results...

  • Page 96
    ...we conduct our business. Further, such changes could potentially affect our reporting of transactions completed before such changes are effective. For example, the U.S.-based Financial Accounting Standards Board ("FASB") is currently working together with the International Accounting Standards Board...

  • Page 97
    ... with our product development partners. We partner with certain independent firms and contractors to perform some of our product development activities. We believe our partnering strategy allows us to, among other things, achieve efficiencies in developing new products and 25 2013 Annual Report

  • Page 98
    ..., 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 our business and customers. Such improvements are often complex, costly...

  • Page 99
    ..., we own 25,000 square feet of office space in two locations internationally through our foreign subsidiaries. Our executive offices and corporate headquarters are located in leased office space in San Rafael, California. Our San Rafael facilities consist of 265,000 square feet under leases that...

  • Page 100
    ... on several factors, including general market conditions, the volume of employee stock option exercises, stock issuances, the trading price of our common stock, cash on hand and available in the U.S., and company defined trading windows. In December 2010, the Board of Directors approved a plan which...

  • Page 101
    ... following table provides information about the repurchase of our common stock under the stock repurchase programs in open-market transactions during the quarter ended January 31, 2013: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) Maximum Number of Shares that...

  • Page 102
    ... are not included in this Form 10-K. Fiscal year ended January 31, 2013 2012 2011 2010 2009 (In millions, except per share data) For the Fiscal Year: Net revenue Income from operations Provision for income taxes Net income(1) Cash flow from operations Common Stock Data: Basic net income per share...

  • Page 103
    ... community of students who are experienced with our software and poised to become the next generation of professional users - thus reducing the cost of training and providing fresh talent for our customers. Our global network of distributors, resellers, third party developers, 31 2013 Annual Report

  • Page 104
    ... to increase the business value of our design tools to our customers in a number of ways. First, we seek to address an increasing portion of our customers' workflow with products that extend the value of our customers' digital design information into visualization, analysis and simulation. Second...

  • Page 105
    ... acquire products, technology and businesses as compelling opportunities become available. Our strategy depends upon a number of assumptions, including that we will be able to continue making our technology available to mainstream markets; leverage our large global network of distributors, resellers...

  • Page 106
    ... have no significant performance obligations in connection with the sale of our product licenses by our distributors and resellers to their customers. If we were to change any of these assumptions or judgments, it could cause a material increase or decrease in the amount of revenue that we report in...

  • Page 107
    ... 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 certain stock-based payment awards (including grants of stock options and employee stock purchases...

  • Page 108
    ... increases in revenue from maintenance and new seat license revenue. We experienced increases in revenue for many of our major products, reportable segments and geographic areas during fiscal 2013 as compared to the same period in the prior fiscal year. The reasons for these increases are discussed...

  • Page 109
    ... Net Revenue License and Other Revenue License and other revenue is comprised of two components: all forms of product license revenue and other revenue. Product license revenue includes: software license revenue from the sale of new seat licenses, upgrades, product revenue for 37 2013 Annual Report

  • Page 110
    ... of orders for currently available 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. Revenue from the sales of our services, training and support, included in "License and...

  • Page 111
    ..., Autodesk Developers Network and Creative Finishing customer support, and is recognized over time, as the services are performed. Total license and other revenue increased 16% during fiscal 2012 as compared to fiscal 2011 primarily due to a 16% increase in revenue from commercial new seat licenses...

  • Page 112
    ... of orders for currently available 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. Revenue from the sales of our services, training and support, included in "License and...

  • Page 113
    ... with transferring our software to electronic media, printing of user manuals and packaging materials, and shipping and handling costs. Cost of license and other revenue increased 6% during fiscal 2013, as compared to fiscal 2012, primarily due to an increase in cloud services-related expenses. Cost...

  • Page 114
    ... and sales expenses include salaries, bonuses, benefits, and stock-based compensation expense for our marketing and sales employees, and the expense of travel, entertainment and training for such personnel, and the costs of programs aimed at increasing revenue, such as advertising, trade shows and...

  • Page 115
    ..., human resources and legal employees, as well as professional fees for legal and accounting services, expenses related to our operating expense hedge activity, amortization of acquisition related customer relationships and trade names, and expense of travel, entertainment and training. General and...

  • Page 116
    ... in part by increased non-deductible stock-based compensation expense. Our effective tax rate was 21% and 22% during fiscal 2012 and 2011, respectively. Our effective tax rate decreased one percentage point from fiscal 2011 to fiscal 2012 primarily due to an increase in tax benefits from foreign...

  • Page 117
    ... Financial Information In addition to our results determined under U.S. generally accepted accounting principles ("GAAP") discussed above, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance. For the fiscal years ended January 31, 2013, 2012...

  • Page 118
    ... Financial Measures (In millions except for gross margin, operating margin and per share data): Fiscal Year Ended January 31, 2013 2012 (Unaudited) 2011 Gross profit Stock-based compensation expense Amortization of purchased intangibles(1) Non-GAAP gross profit Gross margin Stock-based compensation...

  • Page 119
    ... to stock-based compensation, purchased intangibles and restructuring for GAAP and non-GAAP measures. 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...

  • Page 120
    ...fiscal 2012. Our days sales outstanding in trade receivables was 74 at January 31, 2013 compared to 61 at January 31, 2012. The increase in days sales outstanding is due to higher billings in the last month of fiscal 2013 compared to the last month of fiscal 2012. At January 31, 2013, our short-term...

  • Page 121
    ... to meet our working capital and operating resource expenditure requirements for at least the next 12 months. Our existing credit facility at March 18, 2013 is $400.0 million of which we have no amounts outstanding. This credit facility is available for working capital and general corporate purposes...

  • Page 122
    ... factors, including general market conditions, the volume of employee stock option exercises, stock issuance, the trading price of our common stock, cash on hand and available in the U.S., and company defined trading windows. During the three and twelve months ended January 31, 2013, we repurchased...

  • Page 123
    ... based on information that we request from these companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies. 51 2013 Annual Report

  • Page 124
    ... year ended January 31, 2013 2012 (in millions, except per share data) 2011 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...

  • Page 125
    ...ended January 31, 2013 2012 (in millions) 2011 Net income Other comprehensive (loss) income, net of tax and reclassifications: Net (loss) gain on derivative instruments Change in net unrealized gain on available-for-sale... Notes to Consolidated Financial Statements. 53 2013 Annual Report

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    AUTODESK, INC. CONSOLIDATED BALANCE SHEETS (In millions, except per share data) January 31, 2013 January 31, 2012 (in millions, except per share data) ASSETS Current assets: Cash and cash equivalents Marketable securities Accounts receivable, net Deferred income taxes Prepaid expenses and other ...

  • Page 127
    ... expenses and other current assets Accounts payable and accrued liabilities Deferred revenue Accrued income taxes Net cash provided by operating activities Investing Activities Purchases of marketable securities Sales of marketable securities Maturities of marketable securities Acquisitions, net...

  • Page 128
    ... stock plans Stock-based compensation expense Tax benefits from employee stock plans Net income Other comprehensive income Repurchase and retirement of common shares Balances, January 31, 2011 Common shares issued under stock plans Stock-based compensation expense Tax benefits from employee stock...

  • Page 129
    ... share data, unless otherwise indicated) 1. Business and Summary of Significant Accounting Policies Business Autodesk, Inc. ("Autodesk" or the "Company") is a world leading design software and services company, offering customers productive business solutions through powerful technology products and...

  • Page 130
    ... in the market value. Autodesk did not record any other-than temporary impairment charges during fiscal years ended 2013, 2012 and 2011. For additional information, see "Concentration of Credit Risk" within this Note 1 and Note 2, "Financial Instruments." Accounts Receivable, Net Accounts receivable...

  • Page 131
    .... Autodesk performs ongoing evaluations of these partners' financial condition and limits the amount of credit extended when deemed necessary, but generally does not require collateral from such parties. Total sales to the Company's largest distributor Tech Data Corporation, and its global...

  • Page 132
    ... capitalized and generally amortized over a one year period, if material. Autodesk had no capitalized software development costs at January 31, 2013 and January 31, 2012. Other Intangible Assets, Net Other intangible assets include purchased technologies, customer relationships, trade names and the...

  • Page 133
    ..., industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in the composition or carrying amount of a reporting unit's net assets and changes in the price of Autodesk's common stock. If...

  • Page 134
    ... amount of goodwill during the year ended January 31, 2012 is as follows: Platform Solutions and Emerging Business Architecture, Engineering and Construction Manufacturing Media and Entertainment Total Balance as of January 31, 2011 Goodwill Accumulated impairment losses Scaleform acquisition...

  • Page 135
    ...All Forms of Product License Revenue Product license revenue includes: software license revenue from the sale of new seat licenses, upgrades, product revenue for Creative Finishing and revenue from cloud subscription services. Autodesk's existing customers who are using a currently supported version...

  • Page 136
    ... Network and Creative Finishing customer support, and is recognized over time, as the services are performed. Maintenance revenue consists of revenue from the Company's maintenance program. Under this program, customers are eligible to receive unspecified upgrades when-and-if-available, downloadable...

  • Page 137
    ... options to purchase shares of the Company's common stock. Autodesk estimates the expected life of stock-based awards using both exercise behavior and post-vesting termination behavior as well as consideration of outstanding options. Autodesk did not pay cash dividends in fiscal 2013, 2012 or 2011...

  • Page 138
    ... of the reporting unit is greater than its carrying value, then performing the two-step impairment test is unnecessary. Autodesk adopted ASU 2011-8 effective February 1, 2012. The adoption of this ASU did not have a material impact on Autodesk's consolidated statements of financial position, results...

  • Page 139
    ... and 2012. January 31, 2013 Gross unrealized gains Gross unrealized losses Amortized Cost Fair Value Level 1 Level 2 Level 3 Cash equivalents (1): Certificates of deposit and time deposits $ Corporate Bond Commercial paper Money market funds Marketable securities: Short-term available for sale...

  • Page 140
    ... only when observable market data is not available. There have been no transfers between fair value measurement levels during the year ended January 31, 2013. Autodesk's cash equivalents, marketable securities and financial instruments are primarily classified within Level 1 or Level 2 of the fair...

  • Page 141
    ... of its cost method investments considering available information such as pricing in recent rounds of financing, current cash positions, earnings and cash flow forecasts, recent operational performance and any other readily available market data. During fiscal 2013, Autodesk recorded a $10.5 million...

  • Page 142
    ... transactions for trading or speculative purposes. 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...

  • Page 143
    ... and Director Stock Plans Stock Plans As of January 31, 2013, Autodesk maintained two active stock option plans for the purpose of granting equity awards to employees and to non-employee members of Autodesk's Board of Directors: the 2012 Employee Stock Plan ("2012 Employee 71 2013 Annual Report

  • Page 144
    ...for future issuance under the 2012 Director's Plan. 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, 2013 is as follows: Weighted average exercise price per share Weighted average remaining...

  • Page 145
    ... had all option holders exercised their options as of that date. These options will expire if not exercised at specific dates ranging through September 2022. Restricted Stock: A summary of restricted stock award and restricted stock unit activity for the fiscal year ended January 31, 2013 is as...

  • Page 146
    ... award to our CEO, the value of which would be realized only if he satisfies certain specified strategic corporate, and talent management performance objectives as established by the Compensation Committee of Autodesk's Board of Directors. Performance stock units are not considered outstanding stock...

  • Page 147
    ... to Autodesk's Nonstatutory Stock Option Plan, which was terminated by the Board of Directors in December 2004. 4. Income Taxes The provision for income taxes consists of the following: Fiscal year ended January 31, 2013 2012 2011 Federal: Current Deferred State: Current Deferred Foreign: Current...

  • Page 148
    ... of Autodesk's deferred tax assets and liabilities are as follows: January 31, 2013 2012 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...

  • Page 149
    ... fiscal year 2003 to 2013. 5. Acquisitions During the fiscal years ended January 31, 2013 and January 31, 2012, Autodesk completed the business combinations and technology purchases described below. The results of operations for the following acquisitions are included in the 77 2013 Annual Report

  • Page 150
    ...based company offering a smartphone application and web-based service that allows users to capture, edit, and share video. Of the $59.5 million, Autodesk incurred $16.6 million relating to the acceleration of vesting of equity awards held in Socialcam for Socialcam employees immediately prior to the...

  • Page 151
    ... the option to acquire Turbo Squid within a prescribed date range. On October 14, 2011, Autodesk acquired Micro Application Packages Limited ("MAP") for total cash consideration of $23.0 million. MAP was a privately held company specializing in software and services in the building information...

  • Page 152
    ... class for each of the business combinations and technology acquisitions completed during the fiscal year ended January 31, 2012: Scaleform Blue Ridge Instructables MAP Turbo Squid T-Splines Other Developed technologies Customer relationships Trade name User List Patent In-process research...

  • Page 153
    ... that Autodesk pay taxes, insurance and maintenance expenses related to the leased assets. Certain of these lease arrangements contain escalation clauses whereby monthly rent increases over time. At January 31, 2013, the aggregate future minimum lease payments required were as follows: 2014 2015...

  • Page 154
    ... Board of Directors in June 2012. In fiscal 2013, 2012 and 2011, 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...

  • Page 155
    .... 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 building, manufacturing and infrastructure projects. Autodesk's M&E segment derives revenue from the sale of products to creative professionals...

  • Page 156
    ... of BIM solutions that help customers deliver projects faster and more economically, while minimizing environmental impact. AEC's revenue primarily includes revenue from the sales of licenses of Autodesk Building Design Suites, Autodesk Revit, AutoCAD Civil 3D and AutoCAD Map 3D. MFG provides the...

  • Page 157
    ... relate to corporate expenses and other costs and expenses that are managed outside the reportable segments, including stock-based compensation expense. Information regarding Autodesk's operations by geographic area is as follows: Fiscal year ended January 31, 2013 2012 2011 Net revenue: Americas...

  • Page 158
    ... $3.5 million in fiscal 2013, 2012 and 2011, respectively. As of January 31, 2013, Autodesk's estimated future benefit payments are an aggregate $10.6 million for fiscal 2014 through fiscal 2018 and an aggregate of $8.4 million for fiscal 2019 through fiscal 2023. Autodesk recorded $14.7 million and...

  • Page 159
    ...sets forth the restructuring activities for the fiscal years ended January 31, 2013 and 2012: Balances, January 31, 2012 Balances, January 31, 2013 Additions Payments Adjustments(1) Fiscal 2013 Plan Employee termination costs Lease termination and asset costs Total Current portion(2) Non-current...

  • Page 160
    16. Selected Quarterly Financial Information (Unaudited) Summarized quarterly financial information for fiscal 2013 and 2012 is as follows: 2013 1st quarter 2nd quarter 3rd quarter 4th quarter Fiscal year Net revenue Gross profit Income from operations Provision for income taxes Net income ...

  • Page 161
    ... 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, 2013, based on criteria established in...

  • Page 162
    ... 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 163
    ... this Annual Report on Form 10K. Based on this evaluation, our Chief Executive Officer and 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...

  • Page 164
    ...President and Chief Executive Officer Executive Vice President and Chief Financial Officer Senior Vice President, Human Resources and Corporate Real Estate Senior Vice President, Worldwide Sales and Services Senior Vice President, General Counsel and Secretary Carl Bass joined Autodesk in September...

  • Page 165
    ... directors or executive officers. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the section entitled "Corporate Governance" and "Executive Compensation," in our Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS...

  • Page 166
    ... and 2011, 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 167
    ...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: CARL BASS Carl Bass President and Chief Executive Officer /S/ Dated: March 18, 2013 95 2013 Annual Report

  • Page 168
    ... Officer) /s/ MARK J. HAWKINS Mark J. Hawkins Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer ) /s/ CRAWFORD W. BEVERIDGE Crawford W. Beveridge /s/ J. HALLAM DAWSON J. Hallam Dawson Director (Non-executive Chairman of the Board...

  • Page 169
    ... 10.5* 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 170
    ... Employee Qualified Stock Purchase Plan, as amended and restated (filed herewith) Form of Indemnification Agreement executed by Autodesk and each of its officers and directors (incorporated by reference to Exhibit 10.8 filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended...

  • Page 171
    ....37 filed with the Registrant's Annual Report on Form Description of Sales Commission Plan (incorporated by reference to Item 5.02 of the Registrant's Current Report on Form 8-K filed on March 13, 2012) Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as...

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    ... Vice President, Worldwide Sales and Services Pascal W. Di Fronzo Senior Vice President, General Counsel and Secretary Mark J. Hawkins Executive Vice President and Chief Financial Officer Corporate Headquarters Worldwide Headquarters Autodesk, Inc. 111 McInnis Parkway San Rafael, CA 94903 USA Asia...

  • Page 176
    autodesk, inc., 111 Mcinnis Parkway, san rafael, ca 94903 autodesk is a registered trademark or trademark of autodesk, inc., and/or its subsidiaries and/or affiliates in the Usa and/or other countries. all other brand names, product names, or trademarks belong to their respective holders. autodesk ...