Autodesk 2015 Annual Report Download - page 194

2015 Form 10-K 102
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the
effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K
as required by paragraph (d) of Rule 13a-15 of the Exchange Act. Based on this evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and procedures (as defined under Rule 13a-15(e) of the
Exchange Act) are effective at the reasonable assurance level to ensure that information we are required to disclose in reports
that we file or submit under the Securities Exchange Act of 1934, as amended (i) is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission rules and forms; and (ii) is accumulated and
communicated to Autodesk’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable
assurance that such information is accumulated and communicated to our management.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934, as amended) during the quarter ended January 31, 2015 that have
materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness
of our internal control over financial reporting as of January 31, 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 and Chief Financial Officer, does not
expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all
errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within Autodesk have been detected.
In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude
acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the
acquisition occurred. Our management’s evaluation of internal control over financial reporting excluded the internal control
activities of Delcam plc (Delcam), which we acquired February 6, 2014, as discussed in Note 5, “Acquisitions,” of the Notes to
the Consolidated Financial Statements. We have included the financial results of Delcam in the consolidated financial
statements from the date of acquisition. Total revenues subject to Delcam’s internal control over financial reporting represented
2 percent of our consolidated total revenues for the fiscal year ended January 31, 2015. Total assets subject to Delcam’s internal
control over financial reporting represented 6 percent of our consolidated total assets as of January 31, 2015.
Our management has concluded that, as of January 31, 2015, our internal control over financial reporting is effective to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. Our independent registered public accounting
firm, Ernst & Young, LLP, has issued an audit report on our internal control over financial reporting, which is included in
Item 8 herein.
2015 Annual Report