Autodesk 2016 Annual Report Download - page 183

2016 Form 10-K 111
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
We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Our disclosure controls and procedures are designed to ensure that
information required to be disclosed in our Exchange Act reports is (i) recorded, processed, summarized and reported within the
time periods specified in the rules of the Securities and Exchange Commission, and (ii) accumulated and communicated to
Autodesk management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures
as of the end of the period covered by this Annual Report on Form 10-K. Based upon this evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of
January 31, 2016 for reasons described below.
However, corrective actions have been initiated to address the internal control weakness as described below under the
section "Remediation Efforts with Respect to Material Weakness".
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, 2016. 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.
During the year ended January 31, 2016, our management has concluded our internal control over financial reporting was
not 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 due to the material weakness
discussed in further detail below. 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.
In connection with the preparation of our Condensed Consolidated Financial Statements for the fiscal quarter ended
October 31, 2015, our management concluded that a material weakness exists in our internal control over financial reporting
related to our controls over the technical review of our reconciliation of our deferred tax accounts and the effective tax rate. A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or
detected on a timely basis.
We have performed additional analyses and other procedures to enable management to conclude that, notwithstanding the
existence of the material weakness described above, the consolidated financial statements included in this Form 10-K present
fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in
conformity with GAAP.
2016 Annual Report