Autodesk 2016 Annual Report Download - page 169

2016 Form 10-K 97
In connection with the purchase, sale, or license of assets or businesses with third parties, Autodesk has entered into or
assumed customary indemnification agreements related to the assets or businesses purchased, sold or licensed. Historically,
costs related to these indemnifications have not been significant, and because potential future costs are highly variable,
Autodesk is unable to estimate the maximum potential impact of these indemnifications on its future results of operations.
As permitted under Delaware law, Autodesk has agreements whereby it indemnifies its officers and directors for certain
events or occurrences while the officer or director is, or was, serving at Autodesk’s request in such capacity. The maximum
potential amount of future payments Autodesk could be required to make under these indemnification agreements is unlimited;
however, Autodesk has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and
may enable Autodesk to recover a portion of any future amounts paid. Autodesk believes the estimated fair value of these
indemnification agreements in excess of applicable insurance coverage is minimal.
Legal Proceedings
Autodesk is involved in a variety of claims, suits, investigations, and proceedings in the normal course of business
activities including claims of alleged infringement of intellectual property rights, commercial, employment, piracy prosecution,
business practices, and other matters. In the Company's opinion, resolution of pending matters is not expected to have a
material adverse impact on its consolidated results of operations, cash flows, or its financial position. Given the unpredictable
nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings
could in the future materially affect the Company's results of operations, cash flows, or financial position in a particular period,
however, based on the information known by the Company as of the date of this filing and the rules and regulations applicable
to the preparation of the Company's financial statements, any such amount is either immaterial or it is not possible to provide an
estimated amount of any such potential loss.
9. Stockholders' Equity
Preferred Stock
Under Autodesk’s Certificate of Incorporation, 2.0 million shares of preferred stock are authorized. At January 31, 2016,
there were no preferred shares issued or outstanding. The Board of Directors has the authority to issue the preferred stock in one
or more series and to fix rights, preferences, privileges, and restrictions, including dividends and the number of shares
constituting any series or the designation of such series, without any further vote or action by the stockholders.
Common Stock Repurchase Programs
Autodesk has a stock repurchase program that is used to offset dilution from the issuance of stock under the Company’s
employee stock plans and for such other purposes as may be in the interests of Autodesk and its stockholders, which has the
effect of returning excess cash generated from the Company’s business to stockholders. Autodesk repurchased and retired 8.5
million shares in fiscal 2016 at an average repurchase price of $53.58 per share, 6.9 million shares in fiscal 2015 at an average
repurchase price of $53.83 per share, and 10.5 million shares in fiscal 2014 at an average repurchase price of $40.43.
At January 31, 2016, 6.3 million shares remained available for repurchase under the repurchase 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 restricted stock unit issuances, the
trading price of Autodesk common stock, cash on hand and available in the United States, cash requirements for acquisitions,
and Company defined trading windows.
2016 Annual Report