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FISCAL YEAR
Annual Report
Notice of annual meeting and
proxy statement
2015

Table of contents

  • Page 1
    FISCAL YEAR 2015 Annual Report Notice of annual meeting and proxy statement

  • Page 2

  • Page 3
    ... our independent registered public accounting firm for the fiscal year ending January 31, 2016; 3. To hold a non-binding vote to approve compensation for our named executive officers; 4. To approve an amendment to the Autodesk, Inc. 2012 Employee Stock Plan to increase the number of shares reserved...

  • Page 4
    ... as our independent registered public accounting firm for the fiscal year ending January 31, 2016. To hold a non-binding vote to approve compensation for our named executive officers. To approve an amendment to the Autodesk, Inc. 2012 Employee Stock Plan to increase the number of shares reserved for...

  • Page 5
    ... Description of the 2012 Plan New Plan Benefits Options Granted to Certain Persons Equity Compensation Plan Information Federal Tax Aspects CORPORATE GOVERNANCE Corporate Governance Guidelines; Code of Business Conduct and Ethics Stock Ownership Guidelines Independence of the Board 10 11 11...

  • Page 6
    ... and Stock Vested at Fiscal 2015 Year End Nonqualified Deferred Compensation for Fiscal 2015 Change in Control Arrangements and Employment Agreements Potential Payments Upon Termination or Change in Control Compensation of Directors SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...

  • Page 7
    ... A: The Board of Directors ("Board") of Autodesk, Inc. ("Autodesk," "we" or "our") is providing these proxy materials to you in connection with the solicitation of proxies for use at our 2015 Annual Meeting of Stockholders, to be held on Wednesday, June 10, 2015, at 3:00 p.m., Pacific Time, and at...

  • Page 8
    ... registered public accounting firm for the fiscal year ending January 31, 2016; (3) To approve, on an advisory basis, the compensation of our named executive officers; and (4) To approve an amendment to the Autodesk, Inc. 2012 Employee Stock Plan ("2012 Employee Plan") to increase the number of...

  • Page 9
    ... of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2016 (Proposal Two) is considered routine under applicable rules. A broker, trustee or nominee holding shares generally may use its discretion to vote on routine matters, so there...

  • Page 10
    ...card from Autodesk by telephone at (415) 507-6705 or by email at [email protected], and completing, signing, dating and returning the proxy card in the postage pre-paid envelope provided. Proxy cards submitted by mail must be received by the time the Annual Meeting begins in order for...

  • Page 11
    ... LLP as Autodesk's independent registered public accounting firm for the fiscal year ending January 31, 2016, "FOR" the approval, on an advisory basis, of the compensation of our named executive officers, and FOR" the approval of the amendment to the 2012 Employee Plan. Q: If I sign a proxy, how...

  • Page 12
    ... General Counsel or sent to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel, and must be received by the General Counsel before the vote at the Annual Meeting. If you are a beneficial owner of shares held in street name, there are two ways you can change...

  • Page 13
    ... add 12.5 million shares to the 2012 Employee Plan. Based on the number of awards granted in each of fiscal 2013, 2014 and 2015, the pool of shares available to grant will be depleted in the second half of fiscal 2017. Rather than waiting until the 2016 Annual Meeting of Stockholders, which will be...

  • Page 14
    ... weighted-average number of shares outstanding during the year ended January 31, 2015. Autodesk is very conscious of the need to balance dilution against our ability to use stock to effectively attract, retain and motivate employees. Q: What is the impact of Autodesk's stock repurchase program on...

  • Page 15
    ... to the General Counsel of Autodesk or from www.autodesk.com under "Investor Relations-Corporate Governance." All notices of proposals by stockholders should be sent to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel. Additional Information About the...

  • Page 16
    ... 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 2015 Annual Report...

  • Page 17
    ... family relationships among any of our directors or executive officers. See "Corporate Governance" and "Executive Compensation-Compensation of Directors" below for additional information regarding the Board, including procedures for nominations of directors. 2015 Proxy Statement 11 Proxy Materials

  • Page 18
    ... our President 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...

  • Page 19
    ... of directors since March 2008. Mr. Georgens joined NetApp in October 2005 as Executive Vice President and General Manager of Enterprise Storage Systems. He served as Executive Vice President of Product Operations from January 2007 through February 2008, and as President and Chief Operating Officer...

  • Page 20
    ... as Executive Vice President in charge of Nokia's Mobile Phones unit from July 2010 to July 2012. Previously, Ms. McDowell served as Executive Vice President and Chief Development Officer of Nokia Corporation from January 2008 to July 2010, and as Executive Vice President and General Manager of...

  • Page 21
    ... Executive Vice President of small business, and later in the office of the CEO, at Intuit Inc., a business and financial management software company. Prior to joining Intuit, Ms. Norrington served in a variety of executive positions at General Electric Corporation over a twenty-year period, working...

  • Page 22
    ...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. Steven M. West Director Age: 59 Director...

  • Page 23
    ...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 Form 10-Q, and for other services, including statutory audits and services rendered in connection with SEC filings. For fiscal 2015, Audit Fees...

  • Page 24
    ... or modify the list of approved 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 Chair reports any such action taken at subsequent Audit Committee meetings. 2015 Proxy Statement 18

  • Page 25
    ...executive compensation program over the past few years. These changes resulted in the robust executive compensation policies and practices described below, and the increased alignment between our CEO pay and Autodesk performance. We generally found that our stockholders were supportive of the design...

  • Page 26
    ... compensation program is designed to attract, motivate, and retain talented executives and provide a sensible framework tied to corporate and individual performance and Autodesk long-term strategic goals. The general compensation objectives are to Motivate executive officers to achieve business...

  • Page 27
    ...'s absolute and relative financial and stock price performance. The compensation program emphasizes variable compensation with both annual and long-term performance components. In fiscal 2015, 90% of the CEO's and 86% of the named executive officers' total compensation was variable in nature and...

  • Page 28
    ... and guidelines published by a major stockholder advisory group. See "Stock Subject to the 2012 Employee Plan" in this proposal for more information relating to the maximum amount of stock subject to the 2012 Employee Plan. Based on the number of awards granted in each of fiscal 2013, 2014 and 2015...

  • Page 29
    ...") and performance stock units ("PSUs") that Autodesk currently grants under the 2012 Employee Plan generally vest over three years. During fiscal 2013, 2014 and 2015, PSUs made up at least one-half of the equity awards granted to our executives (all employees at or above the vice president level...

  • Page 30
    ... Period Ended Total Options Granted (in millions) Restricted Stock Units Granted (in millions) (1) Total Performance Stock Units Granted at Target (in millions) (1) Autodesk Gross Burn Rate Fiscal Year Ended January 31, 2015 Fiscal Year Ended January 31, 2014 Fiscal Year Ended January 31, 2013...

  • Page 31
    ... equity compensation program. Most of these policies are not expressly part of the 2012 Employee Plan. However, they are important to understanding Autodesk's use of equity compensation as part of our employees' total compensation package. Limitations on Annual Equity Grants Our Board is committed...

  • Page 32
    ... Analysis" below for additional information regarding Autodesk's stock ownership guidelines. No In-the-Money Stock Options Proxy Materials Stock options may not be granted with an exercise or base price less than the fair market value, generally the closing price, of our Common Stock on the date...

  • Page 33
    ... market value of our Common Stock, (12) approve the forms of agreement for use under the plan, and (13) subject to certain limitations, take any other actions 2015 Proxy Statement 27 Proxy Materials The 2012 Employee Plan permits the grant of incentive stock options, nonqualified stock options...

  • Page 34
    ... of an exchange for Awards with a lower exercise price, a different type of Award, cash, or a combination thereof, without stockholder approval. Terms and Conditions of Stock Options Each stock option granted under the 2012 Employee Plan is evidenced by a written or electronic stock option agreement...

  • Page 35
    ... $100,000, the excess stock options will be treated as nonqualified stock options. • • Term and Conditions of Restricted Stock. Each Award of restricted stock granted under the 2012 Employee Plan is evidenced by a written or electronic restricted stock agreement between the participant and...

  • Page 36
    Bookings Billings Number of customers Objective customer indicators Expenses Cost reduction goals Economic value added Cash flow (including operating cash flow or free cash flow) Cash flow per share Sales or revenue targets, including product or product family targets Proxy Materials Any criteria ...

  • Page 37
    ... "Compensation Discussion and Analysis." The number of equity awards granted in the future may be different from the numbers granted in fiscal 2015 and fiscal 2016. Non-employee directors are not eligible to participate in the 2012 Employee Plan. During fiscal 2015, non-NEO employees as a group were...

  • Page 38
    ... Worldwide Sales and Services Pascal W. Di Fronzo Senior Vice President, General Counsel and Secretary Mark J. Hawkins, Former Chief Financial Officer Current Named Executive Officer Group (including named executive officers list above) Non- Executive Director Group Current and Former Employee Group...

  • Page 39
    ... Stock before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares of Common Stock on the exercise date (or the sale price, if less) minus the exercise price of the option...

  • Page 40
    ... management. In December 2011, the Board amended the Guidelines to address changes in a director's occupation, among other things. The Guidelines are available on our website at www.autodesk.com under "Investor Relations-Corporate Governance." In addition, we have adopted a Code of Business Conduct...

  • Page 41
    ...Chief Executive Officer, all of its members are "independent directors" as that term is defined by applicable NASDAQ listing standards. That definition includes a series of objective tests, including that the director is not an employee of the company and has not engaged in various types of business...

  • Page 42
    ...during fiscal 2015. Board Leadership Structure Our Corporate Governance Guidelines direct the Board to fill the Chairman of the Board and Chief Executive Officer positions after considering a number of factors, including the current size of our business, composition of the Board, current candidates...

  • Page 43
    ... the management of risks associated with Autodesk'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 44
    ... 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-Executive Chairman. 2015 Proxy...

  • Page 45
    ..., Human Resources and Corporate Real Estate; Steven M. Blum, Senior Vice President, Worldwide Sales and Services; and Pascal W. Di Fronzo, Senior Vice President, General Counsel and Secretary. Mark Hawkins, our former Chief Financial Officer who resigned from the Company effective July 31, 2014...

  • Page 46
    ... 2015 total compensation was dependent on Autodesk's long-term performance. Performance metrics that drive the business model transition: In fiscal 2015, we incorporated billings and subscriptions (or, in the case of the CEO, billings, subscriptions and deferred revenue) into the executive officer...

  • Page 47
    ... Exequity LLP to assist with analysis and review of Autodesk's NEO compensation. Exequity also advised the Committee on compensation philosophy, program design, metrics, compensation trends, peer data, and disclosure. Alignment of Executive Compensation and Corporate Performance Each March, the...

  • Page 48
    ... reflects Autodesk's total shareholder return, measured from the beginning of Fiscal 2011 through the end of each fiscal year in the chart. Percentage of achievement against annual incentive compensation targets is based on billings, subscriptions and deferred revenue for fiscal 2015, revenue, non...

  • Page 49
    ... returns, Company performance, longterm strategic corporate goals, and individual performance. The general compensation objectives are to Motivate executive officers to achieve business and financial goals; Balance rewards for short- and long-term performance; Align rewards with stockholder value...

  • Page 50
    ... CEO's assessment of each executive officer's performance during the year, competitive compensation data, and internal pay parity considerations. The CEO reports on the performance of the executive officers and their business units during the year in light of corporate goals and objectives. The CEO...

  • Page 51
    ... that the work performed by Exequity did not raise any conflict of interest. Management. The Committee also consults with management and Autodesk's Human Resources Group regarding executive and non-executive employee compensation plans, including administration of Autodesk's equity incentive...

  • Page 52
    ... performance Variable compensation: payments based upon achievement of objectives relating to annual billings, subscriptions (and, for the CEO deferred revenue) Initial target award determined by competitive market practices, corporate and individual performance in prior fiscal year, and internal...

  • Page 53
    ..., as well as market conditions and internal pay equity. In March 2014, the Committee considered an analysis of the base salary for each role, the CEO's assessment of each executive officer's experience, skills and performance level, and Autodesk's performance. For the CEO, the Committee consulted...

  • Page 54
    ...% of his base salary and was tied directly to his performance against pre-established gross billings targets. Given uncertainty relating to the early stages of Autodesk's business model transition and the market environment that Autodesk was expected to face in fiscal 2015, at the time the Committee...

  • Page 55
    ... Compensation Autodesk uses long-term incentive compensation in the form of equity awards to align executives' pay opportunities with stockholder value creation, and to motivate and reward executive officers for effectively executing longer-term strategic and operational objectives. March 2014...

  • Page 56
    ... Computer Software Select Index ("Relative TSR") over one-, two- and three-year performance periods. In fiscal 2015, we measured Performance Results based on annual billings and subscriptions. The use of billings and subscriptions goals motivates management to drive Autodesk's ongoing business model...

  • Page 57
    RSU Awards The time-based RSU awards granted to the NEOs in fiscal 2015 vest in three equal annual installments from the date of grant. RSUs help us retain executives in a competitive environment and provide further incentive to focus on longer-term stockholder value creation. Vesting of PSUs In ...

  • Page 58
    ... fiscal 2016 PSU awards are structured in the same manner and with the same performance measures as the fiscal 2015 PSU awards. In arriving at the total number of PSUs and RSUs to award to an executive officer, the Committee considered Autodesk's performance in fiscal 2015; competitive market data...

  • Page 59
    ... of Autodesk, the Board has adopted the Autodesk, Inc. Executive Change in Control Program. Each of the NEOs, among other employees, is a participant in the program. The payments and benefits available under this program are designed to encourage the continued services of the NEOs in the event of...

  • Page 60
    ... executive officer's net worth to the performance of Autodesk's stock price. The current stock ownership guidelines are as follows: Proxy Materials CEO Minimum Number of Shares to be Owned Executive Vice President 30,000 Senior Vice President 100,000 15,000 Executive officers have four years...

  • Page 61
    ... share-based payment awards made to employees (including executive officers) and members of the Board, including options to purchase shares of Common Stock, based on the grant date "fair value" of these awards. Fair value is calculated for accounting purposes and reported in the compensation tables...

  • Page 62
    ... as salary compensation during fiscal 2015, 2014 and 2013. 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 for fiscal 2013; signing bonuses, as in the case...

  • Page 63
    ... 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 and Secretary Mark J. Hawkins, Former Chief Financial Officer (c) Fiscal Year 2015 2014 2013 2015 Salary...

  • Page 64
    ... (a) Mr. Herren became Senior Vice President and Chief Financial Officer on November 1, 2014. His salary and annual incentive compensation are pro-rated for a partial year of service. Mr. Herren's new hire grants include RSUs valued at $2,079,720. Mr. Herren's fiscal 2015 bonus consists of a $75,000...

  • Page 65
    ...the grant date fair value of each equity award. 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 Annual Report on Form 10-K filed on March 18, 2015. These...

  • Page 66
    ... 31, 2015. Option Awards Stock Awards Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested Proxy Materials Name Carl Bass Grant Date 3/24/2011 3/8/2012 3/8/2012 3/21/2013 3/21/2013 3/21/2013 3/25/2014 3/25/2014 R. Scott Herren Jan Becker 11/3/2014 3/24/2011...

  • Page 67
    ... trading day of fiscal 2015, by (ii) the number of shares of stock underlying RSU awards. (b) Awards relate to PSU awards granted on March 8, 2012 under the 2012 Plan, that were subject to achievement of annual revenue and non-GAAP operating margin goals for fiscal 2013 adopted by the Compensation...

  • Page 68
    ...(as those terms are defined in the Program), the executive officer will receive (among other benefits), following execution of a release and 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, plus...

  • Page 69
    ... of compensation, benefits and perquisites payable under the Executive Change in Control Program effective during the 2015 fiscal year or, in the case of Mr. Bass, pursuant to his employment agreement, discussed above. Estimated amounts for share-based compensation are based on the closing price of...

  • Page 70
    ... or Voluntary For Good Reason (Change in Control) Termination on Executive Benefits and Payments Voluntary Termination on 1/31/2015 ($) For Cause Termination on 1/31/2015 ($) Disability on 1/31/2015 ($) Death on 1/31/2015 ($) Compensation: Base Salary (1) Short-Term Cash Incentive Plan (EIP...

  • Page 71
    ...(Change in Control) Termination on Executive Benefits and Payments Voluntary Termination on 1/31/2015 ($) For Cause Termination on 1/31/2015 ($) Disability on 1/31/2015 ($) Death on 1/31/2015 ($) Compensation: Base Salary (1) Short-Term Cash Incentive Plan (EIP) (2) Sales Commissions and Bonus...

  • Page 72
    ... the Executive Change in Control Program effective during the 2015 fiscal year. Reported values are based on (i) the excess of the closing price of our Common Stock on January 30, 2015 ($54.01 per share), over the exercise price with respect to unvested stock options, and (ii) the closing price of...

  • Page 73
    ..., amounts reflect the fiscal 2015 sales commissions and bonuses earned. Compensation of Directors During fiscal 2015, 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...

  • Page 74
    ...$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 2015 Annual Report on Form 10-K filed on March 18, 2015. These...

  • Page 75
    ... the June 13, 2013, through June 10, 2014, Directors' Compensation Cycle: Restricted Stock Unit Total Number of Shares (#) Number of Shares Representing the 20% Premium (#) Grant Date Fair Value of Stock Awards ($) Grant Date Fair Value of the 20% Premium of the Stock Awards ($) Director Crawford...

  • Page 76
    ...2015, for each person or entity who is known by Autodesk to own beneficially more than 5% of the outstanding shares of Autodesk Common Stock, each of Autodesk's directors (including the nominees for directors), each of the named executive officers, and all directors and executive officers as a group...

  • Page 77
    ... 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 indicative of beneficial ownership for...

  • Page 78
    ...(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 79
    ... statements be included in Autodesk's Annual Report on Form 10-K for the fiscal year ended January 31, 2015, for filing with the SEC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Lorrie M. Norrington (Chair) J. Hallam Dawson Steven M. West Betsy Rafael OTHER MATTERS The Board does not know of...

  • Page 80
    ..., Nonqualified Stock Options, Restricted Stock or Restricted Stock Units. (d) "Award Agreement" means the written or electronic agreement setting forth the terms and conditions applicable to each Award granted under the Plan. (e) "Board" means the Board of Directors of the Company. (f) "Change of...

  • Page 81
    ...") System, the Fair Market Value of a Share of Common Stock shall be the 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; or (ii...

  • Page 82
    ...revenue (including annualized), (g) bookings, (h) billings, (i) number of customers, (j) objective customer indicators, (k) expenses, (l) cost reduction goals, (m) economic value added, (n) cash flow (including operating cash flow or free cash flow), (o) cash flow per share, and (p) sales or revenue...

  • Page 83
    ... the number of Shares to be covered by each Award granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. With respect to Options, such terms and conditions...

  • Page 84
    ... Value per Share on the Date of Grant. Notwithstanding the foregoing, in the event that the Company or a Subsidiary consummates a transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees on account...

  • Page 85
    ...exercised until the completion of a service period or until performance milestones are satisfied. (f) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the...

  • Page 86
    ... 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 of the Shares shall be determined as of the time of grant. 9. Restricted Stock. (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan...

  • Page 87
    ... the Fair Market Value of a Share on the Grant Date. (c) Restricted Stock Unit Agreement. Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Restricted Stock Units granted, and such other terms and conditions as the...

  • Page 88
    ... been achieved. After the grant of a Restricted Stock Unit, the Administrator, in its sole discretion, may reduce or waive any performance objectives for such Restricted Stock Unit. (f) Form and Timing of Payment of Restricted Stock Units. Payment of vested Restricted Stock Units shall be made as...

  • Page 89
    ... to Restricted Stock and Restricted Stock Units, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option is not assumed or substituted in the event of a Change of Control...

  • Page 90
    ... Section 409A of the Code, the program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and any Award Agreements shall be interpreted in accordance...

  • Page 91
    ... 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. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the...

  • Page 92
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  • Page 93
    ... 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: Title of each class Common Stock, $0.01 Par Value Name of each exchange on...

  • Page 94
    [THIS PAGE INTENTIONALLY LEFT BLANK] 2015 Annual Report

  • Page 95
    ... 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 104 105 105 105 105 Market...

  • Page 96
    ... 1. BUSINESS 2015 Annual Report Note: A glossary of terms used in this Form 10-K appears at the end of this Item 1. GENERAL We are a global leader in design software and services, offering customers productive business solutions through powerful technology products and services. We serve customers...

  • Page 97
    ... LT, AutoCAD Mechanical, AutoCAD Civil 3D, AutoCAD Map, AutoCAD Architecture, 3ds Max, and Maya. Suites, which accounted for approximately 36% of our net revenue in fiscal 2015, are a combination of products that target a specific user objective (product design, building design, etc.) and support...

  • Page 98
    .... Our AutoCAD product also provides a platform for our developer partners to build custom solutions for a range of diverse design-oriented markets. PSEB's revenue primarily includes revenue from sales of licenses of our design products, AutoCAD and AutoCAD LT, as well as the AutoCAD Design Suite and...

  • Page 99
    ...3D mechanical design, simulation, analysis, tooling, visualization, and documentation. With Autodesk Inventor, engineers can integrate AutoCAD drawings and model-based design data into a single digital model, creating a virtual representation of a final product that enables them to validate the form...

  • Page 100
    ... several years. We believe that our ability to conduct research and development at various locations throughout the world allows us to optimize product development, lower costs, and integrate local market knowledge into our development activities. We continually assess 2015 Annual Report 2015 Form...

  • Page 101
    ... online user communities dedicated to the exchange of information related to the use of our products. In addition to sales of new perpetual use software licenses, we generate revenue through several subscription-based business models. The largest is our maintenance program, under which customers...

  • Page 102
    ... benefits our customers, who use our products and services to improve design decisions that have substantial and long-term environmental impacts. Through access to free resources including the Autodesk Sustainability Workshop, Building Performance Analysis Certificate ("BPAC") Program and building...

  • Page 103
    ...' or signed license agreements containing restrictions on duplication, disclosure, and transfer. Cloud software and associated services are provided to users pursuant to on-line or signed terms of service agreements containing restrictions on access and use. 2015 Form 10-K 11 2015 Annual Report

  • Page 104
    ... maintenance subscribers. Customers who choose electronic fulfillment receive the latest version of the software from our vendor's secure servers. For certain cloud-based products, we use a combination of colocated hosting facilities as well as infrastructure-as-a-service providers like Amazon Web...

  • Page 105
    ... the order fulfillment process, the method of software delivery or the linearity of our business within the fiscal period. GLOSSARY OF TERMS Billings-Amounts billed to customers during the current fiscal period net of any partner incentives or other discounts. 2015 Form 10-K 13 2015 Annual Report

  • Page 106
    ...the sale of seat licenses, termbased licenses from our desktop subscription and enterprise offerings, and product revenue for Creative Finishing. Other revenue includes revenue from consulting, training, Autodesk Developers Network and Creative Finishing customer support, and is recognized over time...

  • Page 107
    ... the past 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...

  • Page 108
    .... At times, sales of licenses of our AutoCAD and AutoCAD LT or standalone Autodesk flagship products have decreased without a corresponding increase in suites product or cloud-based services revenue or without purchases of customer seats to our suites. Should this continue, our results of operations...

  • Page 109
    ..., if we fail to execute properly on that strategy or adapt that strategy as market conditions evolve, 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...

  • Page 110
    ... of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks. Existing and increased competition and rapidly evolving technological changes may reduce our revenue and profits. 2015 Annual Report The software industry...

  • Page 111
    ...business and revenue. We rely significantly upon major distributors and resellers in both the U.S. and international regions, including the distributor Tech Data Corporation and its global affiliates ("Tech Data"). Tech Data accounted for 25% and 24% of our total net revenue for fiscal 2015 and 2014...

  • Page 112
    ... infrastructure projects; lower growth or contraction of our maintenance program; restructuring or other accounting charges and unexpected costs or other operating expenses; failure to expand our AutoCAD and AutoCAD LT customer base to related design products and services; our inability to rapidly...

  • Page 113
    ... revenue and cost projections, the requirement to test and assimilate the internal control processes of the acquired business in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and the diversion of management's time and attention. In addition, such acquisitions...

  • Page 114
    ..., performance and reliability, reputation, price competition, economic and market conditions, and the availability of third-party applications, would likely harm our financial results. During fiscal 2015 and 2014, combined revenue from our AutoCAD and AutoCAD LT products, not including suites having...

  • Page 115
    ...of factors, including the overall global economy, the health 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...

  • Page 116
    ... the economy or the operating performance of our competitors. • • • • 2015 Annual Report Significant changes in the price of our common stock could expose us to additional costly and time-consuming litigation. Historically, after periods of volatility in the market price of a company...

  • Page 117
    ... or regulations affecting data privacy and the transmission of certain types of content using the Internet. For example, the State of California has adopted legislation requiring operators of commercial websites and mobile applications that collect personal information from California residents to...

  • Page 118
    ... 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 and evolving requirements of our business and customers...

  • Page 119
    ...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 120
    ... business is highly automated and relies extensively on the availability of our network and data center infrastructure, our internal technology systems and our websites. We also rely on hosted computer services from third parties for services that we provide to our customers and computer operations...

  • Page 121
    ... 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 220,000 square feet under leases that have expiration dates ranging from December 2017 to December 2019. We and...

  • Page 122
    ... the effect of returning excess cash generated from our business to stockholders. 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, stock issuance, the trading price of our...

  • Page 123
    ... table provides information about the repurchase of common stock in open-market transactions during the quarter ended January 31, 2015: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) (Shares in millions) Total Number of Shares Purchased Average Price Paid per...

  • Page 124
    ... Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into such filing. Comparison of Five Year Cumulative Total Stockholder Return (1) 2015 Annual Report _____ (1) Assumes $100 invested on January 31, 2010, in Autodesk's stock, the Standard & Poor's 500 Stock...

  • Page 125
    ... statements which are not included in this Form 10-K. Fiscal year ended January 31, 2015 2014 2013 2012 2011 (In millions, except per share data) For the Fiscal Year: Net revenue Income from operations Net income Cash flow from operations Common Stock Data: Basic net income per share Diluted...

  • Page 126
    ...Autodesk serves professional customers in three primary markets: architecture, engineering, and construction; manufacturing; and digital media and entertainment. Our goal is to provide our customers with the world's most innovative, and engaging design software and services. Our product and services...

  • Page 127
    ... create products that work well with our products and extend them for a variety of specialized applications. Autodesk is committed to helping fuel a lifelong passion for design in students of all ages. In fiscal 2014, we initiated a new program offering free educational licenses of Autodesk software...

  • Page 128
    ... distributor, value-added reseller, and direct end user, among others). We analyze BESP at least annually or on a more frequent basis if a significant change in our business necessitates a more timely analysis or if we experience significant variances in our selling prices. 2015 Annual Report 2015...

  • Page 129
    ... amount of revenue that we report in a particular period. As part of the indirect channel model, Autodesk has a partner incentive program that uses quarterly attainment monetary rewards to motivate distributors and resellers to achieve mutually agreed upon business goals in a specified time period...

  • Page 130
    ... changes in business conditions and our assumptions occur, we may be required to record impairment charges. For our annual impairment assessment in fiscal 2015, we utilized the optional assessment for Delcam, which has been deemed a separate reporting unit within our Manufacturing ("MFG") operating...

  • Page 131
    ...-based compensation cost at the grant date fair value of the award, and recognize expense ratably 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 132
    ... Tech Data. Our customers through Tech Data are the resellers and end users who purchase our software licenses and services. Should any of the agreements between Tech Data and us be terminated for any reason, we believe the resellers and end users who currently 2015 Annual Report 2015 Form 10-K 40

  • Page 133
    ...revenue to decline without a corresponding decrease in expenses over the next 12 to 24 months. In the future, we expect this business model transition will increase our long-term revenue growth rate by increasing total subscriptions and customer value over time. 2015 Form 10-K 41 2015 Annual Report

  • Page 134
    ... licenses from our desktop subscription and enterprise offerings, and product revenue for Creative Finishing. Other revenue includes revenue from consulting, training, Autodesk Developers Network, and Creative Finishing customer support, and is recognized as the services are performed. 2015 Form...

  • Page 135
    ... from our term-based desktop subscription and enterprise offerings; and (3) revenue from our cloud service offerings. Our maintenance program provides our customers of software products with a cost effective and predictable budgetary option to obtain the productivity benefits of our new releases and...

  • Page 136
    ... Max. M&E revenue is impacted by a general decrease in the M&E industry end-market demand, the planned inclusion of our M&E products in other Autodesk industry suites, and the business model transition as customers are opting for desktop subscription. Fiscal 2014 Net Revenue Compared to Fiscal 2013...

  • Page 137
    ... by 4% during fiscal 2014 as compared to the prior fiscal year primarily due to a 31% increase in revenue from our AEC suites, which was primarily driven by Autodesk Building Design Suite and Autodesk Infrastructure Design Suite. 2015 Form 10-K 45 2015 Annual Report Net Revenue by Geographic Area

  • Page 138
    ... product, Maya, and a 16% decrease from our M&E suites, which was driven by our Autodesk Entertainment Creation Suite. The decline in Creative Finishing was marked by a general decrease in M&E industry end-market demand. Cost of Revenue and Operating Expenses Cost of Revenue Fiscal Year Ended...

  • Page 139
    ...38% Marketing and sales expenses include salaries, bonuses, benefits, and stock-based compensation expense for our marketing and sales employees, the expense of travel, entertainment and training for such personnel, the costs of programs aimed at increasing revenue, such as advertising, trade shows...

  • Page 140
    ... our finance, human resources, and legal employees, as well as professional fees for legal and accounting services, gains and losses on our operating expense cash flow hedges, expense of travel, entertainment and training, expense of communication, and the cost of supplies and equipment. General and...

  • Page 141
    ...for one-time termination benefits and other costs and $0.6 million was recorded for facilities-related costs. During fiscal 2013, the our Board of Directors approved a world-wide restructuring plan in line with the Company's strategy, including its continuing shift to cloud and mobile computing. The...

  • Page 142
    ... 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, 2015, 2014, and 2013...

  • Page 143
    ... investors and others to better understand and evaluate our operating results and future prospects in the same manner as management, compare financial results across accounting periods and to those of peer companies and to better understand the long-term performance of our core business. We also use...

  • Page 144
    ...operating margin, and per share data): Fiscal Year Ended January 31, 2015 2014 (Unaudited) 2013 Gross profit Stock-based compensation... -% 15% $ 510.5 13% 6% 2% 1% -% 22% $ 587.9 13% 7% 2% 1% 2% 25% 2015 Annual Report $ 81.8 165.6 53.2 39.8 3.1 23.3 (18.7) (75.8) $ 228.8 132.2 44.2 36.5 12.8...

  • Page 145
    ...exclusion of these discrete tax items provides investors with useful supplemental information about the Company's operational performance. 2015 Form 10-K 53 2015 Annual Report Goodwill impairment. This is a non-cash charge to write-down goodwill to fair value when there was an indication that the...

  • Page 146
    ...employee-related expenses, such as compensation and benefits, as well as general operating expenses for marketing, facilities, and overhead costs. In addition to operating expenses, we also use cash to fund our stock repurchase program and invest in our growth initiatives, which include acquisitions...

  • Page 147
    ... operating expenses are anticipated for the following: common stock repurchases; the acquisition of businesses, software products, or technologies complementary to our business; and capital expenditures, including the purchase and implementation of internal-use software applications. Our strategy...

  • Page 148
    ... the effect of returning excess cash generated from our business to stockholders. 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, stock issuance, the trading price of our...

  • Page 149
    ... our option and forward contracts was $381.2 million and $557.2 million at January 31, 2015 and 2014, respectively. We use foreign currency contracts to reduce the exchange rate impact on the net revenue and operating expenses of certain anticipated transactions. A sensitivity analysis performed on...

  • Page 150
    ... Fiscal year ended January 31, 2015 2014 2013 Net revenue: License and other Subscription Total net revenue Cost of revenue: Cost of license and other revenue Cost of subscription revenue Total cost of revenue Gross profit Operating expenses: Marketing and sales Research and development General and...

  • Page 151
    ...year ended January 31, 2015 2014 2013 Net income Other comprehensive (loss) income, net of reclassifications: Net gain (loss) on derivative instruments (net of tax effect of ($0.7), $1.1, and ($0.5)) Change in net unrealized gain (loss) on available-for-sale.... 2015 Form 10-K 59 2015 Annual Report

  • Page 152
    ....1 148.3 2015 Annual Report Total assets Current liabilities: Accounts payable Accrued compensation Accrued income taxes Deferred revenue Other accrued liabilities Total current liabilities Deferred revenue Long term income taxes payable Long term notes payable, net of discount Other liabilities...

  • Page 153
    ... 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 of...

  • Page 154
    ... 31, 2012 Common shares issued under stock plans Stock-based compensation expense Tax benefits from employee stock plans Net income Other comprehensive (loss) Repurchase and retirement of common shares Balances, January 31, 2013 Common shares issued under stock plans Stock-based compensation expense...

  • Page 155
    ... of license and other revenue Increase to Cost of subscription revenue $ (32.1) 32.1 $ (26.5) 26.5 During the second quarter of fiscal 2015, Autodesk elected to present amortization of purchased customer relationships, trade names, patents, and user lists as a separate line item within operating...

  • Page 156
    ... equivalents. Cash equivalents are recorded at cost, which approximates fair value. Marketable Securities Marketable securities are stated at fair value. Marketable securities maturing within one year that are not restricted are classified as current assets. 2015 Annual Report 2015 Form 10-K 64

  • Page 157
    ...returns, estimated channel inventory levels, the timing of new product introductions, channel sell-in for applicable markets, and other factors. As part of the indirect channel model, Autodesk has a partner incentive program that uses quarterly attainment of monetary rewards to motivate distributors...

  • Page 158
    ... generally does not require collateral from such parties. Total sales to the Company's largest distributor Tech Data Corporation, and its global affiliates ("Tech Data"), accounted for 25%, 24%, and 23% of Autodesk's net revenue for fiscal years ended January 31, 2015, 2014, and 2013, respectively...

  • Page 159
    ..., or (iv) changes in Autodesk's business strategy or internal financial forecast results. For the fiscal 2015 annual goodwill impairment testing, Autodesk had five reporting units: PSEB, Manufacturing ("MFG"), Architecture, Engineering, and Construction ("AEC"), Media and Entertainment ("M&E"), and...

  • Page 160
    ...impairment losses in fiscal 2014 or 2013. The change in the carrying amount of goodwill during the fiscal year ended January 31, 2015 is as follows: Platform Solutions and Emerging Business Architecture, Engineering, and Construction Manufacturing Media and Entertainment Delcam Total Balance as...

  • Page 161
    ..., delivery has occurred or services have been rendered, the price is fixed or determinable, and collection is probable. 2015 Form 10-K 69 2015 Annual Report Purchase accounting adjustments reflect revisions made to the Company's preliminary purchase price allocations during fiscal 2015 and 2014.

  • Page 162
    ... revenue from consulting, training, Autodesk Developers Network, and Creative Finishing customer support, and is recognized over time, as the services are performed. Autodesk's Subscription revenue consists of two components: maintenance revenue for our software products and revenue for our cloud...

  • Page 163
    ...: Fiscal Year Ended January 31, 2015 2014 2013 Cost of license and other revenue Cost of subscription 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...

  • Page 164
    ... assets represents the current market value of Autodesk's cumulative company and participant contributions made to the various plans in effect. Net periodic benefit cost is recorded in the Consolidated Statements of Operations and includes service cost, interest cost, expected return on plan assets...

  • Page 165
    ...'s fiscal year beginning February 1, 2017. Early adoption is not permitted. Autodesk is currently evaluating the accounting, transition, and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. 2015 Form 10-K 73 2015 Annual Report

  • Page 166
    ... 2014. January 31, 2015 Gross unrealized gains Gross unrealized losses Amortized Cost Fair Value Level 1 Level 2 Level 3 Cash equivalents (1): Corporate debt securities Custody cash deposit Commercial paper Corporate bond Money market funds Marketable securities: Short-term available for sale...

  • Page 167
    .... When determining fair value, Autodesk uses observable market data and relies on unobservable inputs only when observable market data is not available. There have been no transfers between fair value measurement levels during the year ended January 31, 2015. 2015 Form 10-K 75 2015 Annual Report

  • Page 168
    ..., and derivative contracts which are valued using probability weighted discounted cash flow models and some of the inputs to the models are unobservable in the market. A reconciliation of the change in Autodesk's Level 3 items for the fiscal years ended January 31, 2015 and 2014 was as follows...

  • Page 169
    ...31, 2014. From time to time and consistent with its risk management policy, Autodesk also uses derivative instruments to hedge its economic exposure related to committed, in-process acquisitions priced in foreign currency. Such derivatives do not qualify for hedge accounting and are marked-to-market...

  • Page 170
    ... designated as hedging instruments on Autodesk's Consolidated Statements of Operations were as follows for the fiscal years ended January 31, 2015, 2014, and 2013, respectively (amounts presented include any income tax effects): Foreign Currency Contracts Fiscal Year Ended January 31, 2015 2014 2013...

  • Page 171
    ... Exchange Contracts Fiscal Year Ended January 31, 2015 2014 2013 Amount and location of (loss) gain recognized in income on derivative Interest and other (expense) income, net $ (25.5) $ 12.8 $ 1.5 3. Employee and Director Stock Plans Stock Plans As of January 31, 2015, Autodesk maintained...

  • Page 172
    ...The weighted average grant date fair value per share of stock options granted is calculated, as of the stock option grant date, using the Black-Scholes Merton ("BSM") option pricing model. For the twelve months ended January 31, 2015 and 2014, Autodesk did not grant stock options. 2015 Form 10-K 80

  • Page 173
    ... respectively. The vesting of the performance stock units is subject to the holders satisfying the remaining service condition of the awards. For the restricted stock units granted during fiscal years ended January 31, 2015, 2014, and 2013, the weighted average grant date fair value was $54.17, $42...

  • Page 174
    ... compensation cost not yet recognized of $2.5 million related to non-vested PSUs, is expected to be recognized over a weighted average period of 0.8 years. At January 31, 2015, the number of PSUs granted but unvested was 0.9 million. 2015 Annual Report 1998 Employee Qualified Stock Purchase Plan...

  • Page 175
    ... 2015 Form 10-K 83 2015 Annual Report During fiscal year 2015, the Company reduced its current federal and state taxes payable by $0.5 million related to excess tax benefits from non-qualified stock options, offsetting additional paid-in capital. Pursuant to accounting standards related to stock...

  • Page 176
    ... of Autodesk's deferred tax assets and liabilities are as follows: January 31, 2015 2014 Stock-based compensation Research and development tax credit carryforwards Foreign tax credit carryforwards Accrued compensation and benefits Other accruals not currently deductible for tax Purchased technology...

  • Page 177
    ... open tax years ranging from fiscal year 2003 to 2015. 5. Acquisitions During the fiscal years ended January 31, 2015 and January 31, 2014, Autodesk completed the business combinations and technology purchases described below. The results of operations for the following acquisitions are included...

  • Page 178
    ... of the business combinations and technology acquisitions completed during the fiscal year ended January 31, 2015: Shotgun Within Delcam Other 2015 Annual Report Developed technologies Customer relationships and other non-current intangible assets Trade name Goodwill Deferred Revenue (current and...

  • Page 179
    ... Notes using the effective interest method. The proceeds of the Senior Notes are available for general corporate purposes. Autodesk may redeem the Senior Notes at any time, subject to a make whole premium. In addition, upon the occurrence of certain change of control triggering events, Autodesk may...

  • Page 180
    ..., was as follows: Fiscal Year Ended January 31, 2015 2014 2013 2015 Annual Report Rent expense $ 55.0 $ 50.2 $ 56.1 Purchase commitments In the normal course of business, Autodesk enters into various purchase commitments for goods or services. Total noncancellable purchase commitments as of...

  • Page 181
    ... program approved by the Board of Directors. The number of shares acquired and the timing of the purchases are based on several factors, including general market and economic conditions, the number of employee stock option exercises and stock issuances, the trading price of Autodesk common stock...

  • Page 182
    ... the average market value of Autodesk's stock during the fiscal year. For the fiscal years ended January 31, 2015, 2014, and 2013, 0.1 million, 5.4 million, and 9.6 million potentially anti-dilutive shares, respectively, were excluded from the computation of net income per share. 2015 Form 10-K 90

  • Page 183
    ...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 of Autodesk Product Design Suites, Autodesk Inventor, AutoCAD Mechanical...

  • Page 184
    ... 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, 2015 2014 2013 Net revenue: Americas...

  • Page 185
    ... or into government-managed accounts, and accrues for the unfunded portion of the obligation, where material. Depending on the design of the plan, local customs, and market circumstances, the liabilities of a plan may exceed qualified plan assets. 2015 Form 10-K 93 2015 Annual Report Autodesk has...

  • Page 186
    ... year ended January 31, 2015 2014 Beginning projected benefit obligation Service cost Interest cost Actuarial loss (gain) Benefits paid Foreign currency exchange rate changes Curtailments and settlements Contributions by plan participants Business combinations Ending projected benefit obligation...

  • Page 187
    ... not have control over the target allocation or visibility of the investment strategies of those investments. Insurance contracts and investments held by insurance companies made up 42% of total plan assets as of January 31, 2015 (99% as of January 31, 2014). 2015 Form 10-K 95 2015 Annual Report

  • Page 188
    ... pension plans for fiscal 2015, 2014, and 2013 are as follows: Fiscal Year Ended January 31, 2015 2014 2013 Service cost for benefits earned during the period Interest cost on projected benefit obligation Expected return on plan assets Amortization of prior service credit Amortization of loss Net...

  • Page 189
    ... Benefits Amortization of prior service credit Amortization of the net loss Total amortization $ $ 0.1 (1.5) (1.4) Assumptions Weighted average actuarial assumptions used to determine costs for the plans for each period were as follows: Fiscal Year Ended January 31, 2015 2014 2013 Discount...

  • Page 190
    ... complete. The following table sets forth the restructuring activities for the fiscal years ended January 31, 2015 and 2014: Balances, January 31, 2014 Additions Payments Adjustments (1) Balances, January 31, 2015 Fiscal 2013 Plan Employee termination costs Lease termination and asset costs...

  • Page 191
    ....6 93.0 3.1 Fiscal year Net revenue Gross profit Income from operations Provision for income taxes Net income Basic net income per share Diluted net income per share Income from operations includes the following items: Stock-based compensation expense Amortization of acquisition related intangibles...

  • Page 192
    ..., the consolidated financial position of Autodesk, Inc. at January 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our...

  • Page 193
    ...' equity, and cash flows for each of the three years in the period ended January 31, 2015 of Autodesk, Inc. and our report dated March 18, 2015 expressed an unqualified opinion thereon. /s/ ERNST & YOUNG LLP San Francisco, California March 18, 2015 2015 Form 10-K 101 2015 Annual Report

  • Page 194
    ... financial reporting as of January 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in the 2013 Internal Control-Integrated Framework. Our management, including our Chief Executive Officer...

  • Page 195
    ITEM 9B. None. OTHER INFORMATION 2015 Form 10-K 103 2015 Annual Report

  • Page 196
    ... Officer Senior 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 2015 Annual Report Pascal W. Di Fronzo Carl Bass joined Autodesk...

  • Page 197
    ... Accounting Firm" in our Proxy Statement. 2015 Form 10-K 105 2015 Annual Report The information required by this Item is incorporated herein by reference to the section entitled "Certain Relationships and Related Party Transactions" and "Corporate Governance-Independence of the Board of Directors...

  • Page 198
    ... Year Ended January 31, 2015 Allowance for doubtful accounts Product returns reserves Partner Program reserves (1) Restructuring Fiscal Year Ended January 31, 2014 Allowance for doubtful accounts Product returns reserves Partner Program reserves (1) Restructuring Fiscal Year Ended January 31, 2013...

  • Page 199
    ... 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, 2015 2015 Form 10-K 107 2015 Annual Report

  • Page 200
    ...the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities as of March 18, 2015. Signature Title /s/ CARL BASS Carl Bass President and Chief Executive Officer (Principal Executive Officer) /s/ R. SCOTT HERREN...

  • Page 201
    ...(including Form of Notes) dated December 13, 2012, by and between Autodesk, Inc. and U.S. Bank National Association. (incorporated by reference to Exhibit 4.2 filed with the Registrant's Current Report on Form 8-K filed on December 13, 2012) Description of Registrant's Performance Stock Unit Program...

  • Page 202
    ... 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 January 31, 2005) Third Amended and Restated Employment Agreement between Registrant and Carl Bass dated...

  • Page 203
    ... Plan effective as of February 17, 2012 (incorporated by reference for the fiscal year ended January 31, 2012) to Exhibit 10.37 filed with the Registrant's Annual Report on Form Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as amended (incorporated by...

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  • Page 207
    ... Market Street, 2nd Floor, San Francisco, California, USA, June 10, 2015, 3:00 p.m. Pacific time. Investor Relations For more information, including copies of this annual report free of charge, write to us at: Investor Relations, Autodesk, Inc., 111 McInnis Parkway, San Rafael, CA 94903, USA; Phone...

  • Page 208
    ...San Rafael, CA 94903 Autodelk il a regiltered trademark or trademark of Autodelk, Inc., and/or itl lublidiariel and/or affiliatel in the USA and/or other countriel. All other brand namel, product...right to alter product and lervicel offeringl, and lpecificationl and pricing at any time without notice,...